Tri-County Financial Group Announces Merger with HBT Financial

What Happened

• On August 10, 2026, Tri-County Financial Group, Inc. (TYFG) and HBT Financial, Inc. (HBT), together with HBT’s subsidiary HB‑TYFG Merger, Inc., signed a definitive Agreement and Plan of Merger. Under the agreement, a two-step merger will be completed so that TYFG becomes a wholly owned subsidiary of HBT and then is merged into HBT. TYFG stockholders will be able to elect (per share) 2.4589 shares of HBT common stock, $71.01 in cash, or a combination of cash and stock (with cash paid for fractional shares).
• The parties furnished a joint press release on August 10, 2026 reporting the transaction; the Merger Agreement and press release are included as exhibits to the 8‑K.

Key Details

• Signing date: August 10, 2026.
• Share consideration: 2.4589 HBT common shares per TYFG share (or $71.01 cash, or a mix).
• Expected aggregate consideration (as of filing): ~ $59.9 million in cash and ~3.8 million HBT shares in stock consideration.
• Termination fee: TYFG may owe HBT $7.25 million in specified termination scenarios.
• Conditions to close: TYFG stockholder approval, required regulatory approvals, and effectiveness of an S-4 registration statement (which will include TYFG proxy and HBT prospectus).
• Other items: voting/support agreements have been executed by TYFG directors and certain stockholders; HBT has agreed to appoint TYFG director Thomas K. Prescott to the boards of HBT and Heartland Bank (subject to governance procedures). After the corporate mergers, First State Bank (a TYFG subsidiary) will be merged into Heartland Bank (an HBT subsidiary).

Why It Matters

• For TYFG shareholders: the deal provides a clear exit option with a per‑share election of cash or HBT stock; the transaction value and mix will determine each holder’s proceeds and tax consequences. Voting agreements from insiders increase the likelihood the merger will be approved by TYFG shareholders, but the closing remains subject to regulatory and S‑4 filing approvals.
• For investors tracking bank M&A: the transaction will combine TYFG’s operations into HBT and includes a planned integration of the banks' subsidiaries, which may affect franchise footprint and combined balance sheet once consummated.
• Risks/limitations noted in the filing: the Merger Agreement’s representations and warranties are contractual, limited in scope and duration, and the transaction is not final until closing conditions are met and regulatory approvals are obtained.