HBT Financial, Inc. 8K

HBT Financial, Inc. agreed to acquire Tri-County Financial Group, Inc. in a stock-and-cash merger, followed by internal holding company and bank mergers, to form a combined banking organization in a transaction structured as a tax-free reorganization.

On August 10, 2026, HBT Financial, Inc. entered into an Agreement and Plan of Merger with its wholly owned subsidiary HB-TYFG Merger, Inc. and Tri-County Financial Group, Inc., under which HB-TYFG Merger, Inc. will merge with and into Tri-County Financial Group, Inc., making Tri-County a wholly owned subsidiary of HBT, followed immediately by a second-step “Mid-Tier Merger” in which Tri-County will merge into HBT, and a subsequent bank merger of their respective banking subsidiaries, with Tri-County shareholders entitled at closing to elect cash of $71.01 per share, 2.4589 shares of HBT common stock, or a mix of cash and stock (subject to aggregate cash and stock caps and proration), while all outstanding Tri-County stock options will be cashed out based on the stock consideration value, and certain directors, executive officers, and stockholders of Tri-County have entered into voting and support agreements to approve the transaction, which is intended to qualify as a tax-free reorganization under Section 368(a) of the Code and is subject to regulatory approvals, shareholder approvals, and customary conditions, with a targeted closing no earlier than December 31, 2026.

Filing Facts

CIK

775215

Ticker

-

Form

8K

Source Type

sec

Accession

0000775215-26-000076

Alert Tier

8