HBT Financial, Inc. filed a Form 8-K on August 10, 2026, disclosing that it entered into an Agreement and Plan of Merger with Tri-County Financial Group, Inc. on that same date.

Key Highlights

  • Merger structure: HBT's wholly-owned subsidiary, HB-TYFG Merger, Inc., will merge with and into Tri-County Financial Group, Inc. (TYFG), with TYFG initially surviving as a wholly-owned subsidiary of HBT, followed immediately by TYFG merging into HBT.
  • Per-share consideration: Each TYFG common share may be converted, at the stockholder's election, into 2.4589 shares of HBT common stock, $71.01 in cash, or a combination of both, subject to adjustment and proration procedures.
  • Aggregate consideration: Based on TYFG's common stock and stock options outstanding as of the filing date, TYFG stockholders are expected to receive approximately $59.9 million in cash and approximately 3.8 million shares of HBT common stock.
  • Termination fee: The Merger Agreement provides for a termination fee of $7.25 million payable by TYFG to HBT upon termination under specified events.
  • Board appointment: Prior to closing, HBT has agreed to appoint current TYFG director Thomas K. Prescott to the boards of directors of HBT and Heartland Bank and Trust Company, subject to HBT's corporate governance procedures.
  • Subsidiary bank merger: Subsequent to the company-level mergers, First State Bank (an Illinois state-chartered bank and TYFG subsidiary headquartered in Mendota, Illinois) will merge into Heartland Bank and Trust Company, with Heartland Bank as the surviving bank.
  • Unanimous board approval: The Merger Agreement was unanimously approved and adopted by the board of directors of each of HBT and TYFG.

HBT Financial and Tri-County Financial Group Merger Agreement Terms

According to the filing, HBT Financial, Inc. (NASDAQ: HBT), a Delaware corporation, entered into the Merger Agreement on August 10, 2026, with HB-TYFG Merger, Inc., a wholly-owned HBT subsidiary, and Tri-County Financial Group, Inc. The filing discloses that the transaction requires, as closing conditions, adoption and approval of the Merger Agreement by TYFG stockholders, receipt of required regulatory approvals, and the effectiveness of a Registration Statement on Form S-4 for the HBT common stock to be issued in the Merger.

The filing states that TYFG has agreed to customary covenants covering the conduct of its business during the interim period, an obligation to call a stockholder meeting to adopt the Merger Agreement, a board recommendation requirement, and non-solicitation obligations relating to alternative acquisition proposals. Concurrently with the execution of the Merger Agreement, the filing discloses, each TYFG director and certain stockholders and officers of TYFG executed voting and support agreements committing to vote their TYFG shares in favor of the transaction at the TYFG stockholder meeting.

The filing also notes that on August 10, 2026, HBT and TYFG issued a joint press release announcing the transaction, and that HBT intends to provide supplemental information to analysts and investors through presentations, with an investor presentation furnished as Exhibit 99.2 and made available at ir.hbtfinancial.com. The filing cautions that the representations and warranties in the Merger Agreement "may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact."

What Was Disclosed

HBT Financial disclosed the terms of its merger agreement with Tri-County Financial Group, including per-share election consideration, aggregate expected cash and stock totals, a $7.25 million termination fee provision, required closing conditions, and a planned board appointment of a current TYFG director.