Filing Analysis
HBT Financial, Inc. has entered into a definitive merger agreement to acquire Tri-County Financial Group, Inc. (TYFG) through a combination of cash and stock consideration.
🚩 Red Flags
- Transaction involves significant cash outlay ($59.9 million) which may impact liquidity depending on HBT's capital position.
- The deal is subject to customary closing conditions including regulatory approval, which can be a hurdle for bank mergers.
📋 Key Facts
- Merger Agreement dated August 10, 2026, between HBT Financial, Inc. and Tri-County Financial Group, Inc. (TYFG).
- TYFG stockholders can elect to receive: (i) 2.4589 shares of HBT common stock per share, (ii) $71.01 in cash, or (iii) a combination of both.
- Total expected consideration for TYFG includes approximately $59.9 million in cash and 3.8 million shares of HBT common stock.
- TYFG director Thomas K. Prescott will be appointed to the Boards of Directors of HBT and Heartland Bank, subject to governance procedures.
- The transaction includes a termination fee of $7.25 million payable by TYFG to HBT if certain conditions are met.
- The merger is subject to stockholder approval from TYFG, regulatory approvals, and the effectiveness of an S-4 Registration Statement.
HBT Financial, Inc. announced its second quarter 2026 financial results and declared a quarterly cash dividend of $0.25 per share.
📋 Key Facts
- Earnings release for the second quarter and six months ended June 30, 2026 was issued on July 27, 2026.
- Board of Directors declared a quarterly cash dividend of $0.25 per share.
- The dividend represents an increase from the previous quarterly dividend of $0.23 per share.
- Dividend is payable on August 18, 2026, to shareholders of record as of August 11, 2026.
HBT Financial, Inc. reported the voting results from its Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected 12 directors, approved executive compensation on an advisory basis, and ratified the appointment of RSM US LLP as the independent registered public accounting firm for 2026.
📋 Key Facts
- The Annual Meeting of Stockholders was held on May 19, 2026.
- Stockholders elected 12 director nominees to serve until the 2027 Annual Meeting, with all nominees receiving a substantial majority of votes.
- The advisory vote to approve executive compensation passed with 29,046,470 votes 'For' versus 200,525 votes 'Against'.
- The appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified with 31,873,848 votes 'For'.
HBT Financial, Inc. filed an amendment to a previous 8-K to provide required audited financial statements and pro forma financial information following the completion of its acquisition of CNB Bank Shares, Inc. on March 1, 2026.
📋 Key Facts
- Acquisition of CNB Bank Shares, Inc. was completed on March 1, 2026.
- The merger was based on an Agreement and Plan of Merger dated October 20, 2025.
- This filing (8-K/A) specifically provides the audited financial statements of CNB for years ended December 31, 2024 and 2025 (Exhibit 99.1).
- Unaudited pro forma combined balance sheets and income statements as of December 31, 2025, were provided (Exhibit 99.2).
HBT Financial, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $0.23 per share. The dividend is payable on May 19, 2026, to shareholders of record as of May 12, 2026.
📋 Key Facts
- Quarterly cash dividend declared: $0.23 per share.
- Declaration date: April 28, 2026.
- Record date: May 12, 2026.
- Payment date: May 19, 2026.
HBT Financial, Inc. announced its financial results for the first quarter ended March 31, 2026, and furnished an updated investor presentation.
📋 Key Facts
- The company reported financial results for the first quarter ended March 31, 2026, on April 27, 2026.
- A copy of the earnings release was furnished as Exhibit 99.1.
- An investor presentation regarding the Q1 2026 results was furnished as Exhibit 99.2 for use in meetings with the investment community.
HBT Financial, Inc. has appointed Michael J. Morton to its Board of Directors, effective April 1, 2026. Mr. Morton is a veteran banking executive with nearly 40 years of experience, including senior roles at BMO and MB Financial.
📋 Key Facts
- Michael J. Morton was appointed to the Boards of Directors of both HBT Financial, Inc. and Heartland Bank and Trust Company.
- Mr. Morton previously served as Vice Chair of U.S. Commercial Banking at BMO (2020-2023) and EVP/Chief Credit Officer at MB Financial (2014-2019).
- The Board size was increased to accommodate the appointment.
- Mr. Morton will stand for re-election at the 2026 Annual Meeting of Stockholders.
- No related-party transactions or conflicts of interest were reported in connection with the appointment.
HBT Financial, Inc. completed a private placement of $85.0 million in 5.75% Fixed-to-Floating Rate Subordinated Notes due 2036. The proceeds are intended for general corporate purposes, including potential share repurchases, and the notes are designed to qualify as Tier 2 capital.
📋 Key Facts
- Issued $85.0 million in aggregate principal amount of Subordinated Notes due March 15, 2036.
- Interest rate is fixed at 5.75% until March 15, 2031, then resets quarterly to three-month SOFR plus 233 basis points.
- Notes are unsecured, subordinated obligations and qualify as Tier 2 capital for regulatory purposes.
- The company entered into a Registration Rights Agreement to facilitate an exchange offer for registered notes.
- Proceeds may be used for share repurchases, which could be accretive to shareholders.
HBT Financial, Inc. completed its acquisition of CNB Bank Shares, Inc. on March 1, 2026, merging CNB Bank & Trust into Heartland Bank & Trust. The transaction involved approximately $34 million in cash and the issuance of 5.5 million shares of HBT common stock.
🚩 Red Flags
- Shareholder dilution resulting from the issuance of approximately 5.5 million new shares of common stock.
- Execution and integration risk associated with merging CNB Bank & Trust into Heartland Bank.
📋 Key Facts
- Acquisition of CNB Bank Shares, Inc. closed on March 1, 2026.
- Total consideration consists of approximately $34 million in cash and 5.5 million shares of HBT Financial common stock.
- CNB common stock (CNBN) will no longer be quoted on the OTC QX Market.
- James T. Ashworth and Nancy L. Ruyle were appointed to the Boards of Directors of HBT Financial and Heartland Bank effective March 1, 2026.
- Financial statements and pro forma information for the acquisition are expected to be filed within 71 days of the initial 8-K filing.
HBT Financial, Inc. announced that CNB Bank Shares, Inc. shareholders have approved the proposed merger and all required regulatory approvals have been obtained as of January 30, 2026. The transaction is expected to close on or around February 27, 2026.
🚩 Red Flags
- Merger remains subject to certain other customary closing conditions (standard risk).
📋 Key Facts
- CNB's shareholders approved the merger at a special meeting on January 26, 2026.
- All required regulatory approvals for the acquisition of CNB and its subsidiary, CNB Bank & Trust, N.A., were obtained as of January 30, 2026.
- The merger is expected to close on or around February 27, 2026.
- The original Agreement and Plan of Merger was entered into on October 20, 2025.
HBT Financial, Inc. announced a quarterly cash dividend of $0.23 per share, representing a $0.02 increase from the previous quarter. The dividend is payable on February 17, 2026, to shareholders of record as of February 9, 2026.
📋 Key Facts
- Quarterly cash dividend declared: $0.23 per share.
- Dividend increase: $0.02 (from previous $0.21 per share).
- Record date: February 9, 2026.
- Payment date: February 17, 2026.
HBT Financial, Inc. filed an 8-K to announce its financial results for the fourth quarter and full year ended December 31, 2025. The filing includes a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2).
📋 Key Facts
- Report date: January 26, 2026.
- Reporting period: Fourth quarter and year ended December 31, 2025.
- The company furnished an Earnings Release (Exhibit 99.1) and a Presentation of Results (Exhibit 99.2).
- Information under Items 2.02 and 7.01 is furnished but not 'filed' for purposes of Section 18 liability.
HBT Financial, Inc. has approved a new stock repurchase program authorizing the company to buy back up to $30 million of its common stock. The new program is scheduled to commence on January 1, 2026, following the expiration of the current program.
📋 Key Facts
- New stock repurchase program authorized by the Board of Directors on December 16, 2025.
- Total authorization amount: $30 million.
- Program effective date: January 1, 2026 (after current program expires).
- Program expiration date: January 1, 2027.
- Repurchases will be conducted via open market or privately negotiated transactions under Rule 10b-18.
HBT Financial, Inc. announced a quarterly cash dividend of $0.21 per share. The dividend is scheduled to be paid on November 10, 2025, to shareholders of record as of November 3, 2025.
📋 Key Facts
- Dividend amount: $0.21 per share
- Record date: November 3, 2025
- Payment date: November 10, 2025
- Declared by the Board of Directors on October 21, 2025
HBT Financial, Inc. has entered into a definitive merger agreement to acquire CNB Bank Shares, Inc. (CNBN) through a combination of cash and stock consideration. The transaction will result in CNBN becoming a wholly-owned subsidiary of HBT.
🚩 Red Flags
- Transaction involves significant cash outlay (~$33.8 million) which may impact liquidity depending on HBT's capital position.
- The deal is subject to customary closing conditions including regulatory approval and shareholder vote, introducing execution risk.
📋 Key Facts
- Merger Agreement signed on October 20, 2025, between HBT Financial, Inc., its subsidiary MergerCo, and CNB Bank Shares, Inc. (CNBN).
- CNBN shareholders can elect to receive 1.0434 shares of HBT stock per share, $27.73 in cash, or a combination thereof.
- Total expected consideration: ~$33.8 million in cash and ~5.5 million shares of HBT common stock.
- HBT will appoint CNBN directors Jim Ashworth and Nancy Ruyle to the Boards of Directors of HBT and Heartland Bank, subject to governance procedures.
- Termination fee of $7.25 million payable by CNBN to HBT if the agreement is terminated under specified events.
- The merger is subject to shareholder approval from CNBN, regulatory approvals, and the effectiveness of an S-4 Registration Statement.
HBT Financial, Inc. has issued a notice for the full redemption of its $40 million 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030. The redemption is scheduled to occur on September 15, 2025.
📋 Key Facts
- Company issued a notice of full redemption for all outstanding $40 million in notes.
- Notes are 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030.
- Redemption Date is set for September 15, 2025.
- Redemption price is 100% of the aggregate principal amount plus accrued and unpaid interest.
- The redemption is being executed pursuant to an agreement with UMB Bank N.A. dated September 3, 2020.
HBT Financial, Inc. announced a quarterly cash dividend of $0.21 per share on its common stock.
📋 Key Facts
- Dividend amount: $0.21 per share.
- Record date: August 5, 2025.
- Payment date: August 12, 2025.
HBT Financial, Inc. filed an 8-K to announce its second quarter and six-month financial results for the period ended June 30, 2025. The filing includes the earnings release and a supplemental investor presentation.
📋 Key Facts
- Report date: July 21, 2025
- Reporting period: Second quarter and six months ended June 30, 2025
- Included Exhibit 99.1: Earnings Release
- Included Exhibit 99.2: Investor Presentation
HBT Financial, Inc. reported the final voting results from its Annual Meeting of Stockholders held on May 20, 2025. The meeting included the election of directors, advisory votes on executive compensation and frequency, and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting of Stockholders held on May 20, 2025.
- Nine nominees were elected to the Board of Directors for terms ending at the 2026 Annual Meeting.
- Stockholders approved executive compensation in a non-binding advisory vote (27,023,829 votes 'For').
- Stockholders expressed preference for annual voting on executive compensation (26,613,591 votes for 1 year).
- Ratification of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
HBT Financial, Inc. announced a quarterly cash dividend of $0.21 per share. The dividend is scheduled to be paid on May 13, 2025, to shareholders of record as of May 6, 2025.
📋 Key Facts
- Dividend amount: $0.21 per share
- Record date: May 6, 2025
- Payment date: May 13, 2025
- Dividend type: Quarterly cash dividend
HBT Financial, Inc. filed an 8-K to announce its financial results and investor presentation for the first quarter ended March 31, 2025.
📋 Key Facts
- Report date: April 21, 2025
- Reporting period: First Quarter ended March 31, 2025
- The filing includes the company's Earnings Release (Exhibit 99.1) and an Investor Presentation (Exhibit 99.2).
- Information provided under Items 2.02 and 7.01 is furnished but not 'filed' for purposes of Section 18 liability.
HBT Financial, Inc. announced its fourth quarter and full-year 2024 financial results and issued an investor presentation. Additionally, the Board declared a quarterly cash dividend of $0.21 per share, marking a $0.02 increase from the previous quarter.
📋 Key Facts
- Earnings release for Q4 and FY 2024 issued on January 22, 2025.
- Quarterly cash dividend declared at $0.21 per share.
- Dividend represents a $0.02 increase over the previous quarterly dividend of $0.19 per share.
- Dividend record date is February 4, 2025; payable on February 11, 2025.
HBT Financial, Inc. has approved a new stock repurchase program authorizing the company to buy back up to $15 million of its common stock. The new program is set to commence on January 1, 2025, following the expiration of the current program.
📋 Key Facts
- Board of Directors approved a new stock repurchase program on December 17, 2024.
- The Program authorizes up to $15 million in repurchases of common stock.
- The new program takes effect on January 1, 2025, upon the expiration of the current program.
- The Program is scheduled to remain in effect until January 1, 2026.
- Repurchases will be executed via open market or privately negotiated transactions under Rule 10b-18.
HBT Financial, Inc. announced a quarterly cash dividend of $0.19 per share. The dividend is scheduled to be paid on November 12, 2024, to shareholders of record as of November 4, 2024.
📋 Key Facts
- Dividend amount: $0.19 per share
- Record date: November 4, 2024
- Payment date: November 12, 2024
- Dividend type: Quarterly cash dividend
HBT Financial, Inc. filed an 8-K to announce its third quarter and nine-month financial results for the period ended September 30, 2024. The filing includes the earnings release and a supplemental investor presentation.
📋 Key Facts
- Report date: October 21, 2024
- Reporting period: Third quarter and nine months ended September 30, 2024
- Included Exhibit 99.1: Earnings Release
- Included Exhibit 99.2: Investor Presentation
- The company is an emerging growth company.
HBT Financial, Inc. announced a quarterly cash dividend of $0.19 per share. The dividend is scheduled to be paid on August 13, 2024, to shareholders of record as of August 6, 2024.
📋 Key Facts
- Dividend amount: $0.19 per share
- Record date: August 6, 2024
- Payment date: August 13, 2024
- Dividend type: Quarterly cash dividend
HBT Financial, Inc. filed an 8-K to announce its second quarter and six-month financial results for the period ending June 30, 2024. The filing includes a press release containing earnings data and an investor presentation.
📋 Key Facts
- Report date: July 22, 2024
- Reporting period: Second quarter and six months ended June 30, 2024
- Included Exhibit 99.1: Earnings Release for Q2 2024
- Included Exhibit 99.2: Investor Presentation of Results for Q2 2024
HBT Financial, Inc. reported the results of its Annual Meeting of Stockholders held on May 28, 2024. The meeting included the election of nine directors and the ratification of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
📋 Key Facts
- Annual Meeting of Stockholders held on May 28, 2024.
- Nine nominees were elected to the Board of Directors for terms expiring in 2025 or until successors are elected.
- RSM US LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2024 with 29,974,426 votes in favor.
HBT Financial, Inc. announced a quarterly cash dividend of $0.19 per share. The dividend is scheduled to be paid on May 14, 2024, to shareholders of record as of May 7, 2024.
📋 Key Facts
- Quarterly cash dividend declared: $0.19 per share
- Record date: May 7, 2024
- Payment date: May 14, 2024
HBT Financial, Inc. filed an 8-K to announce its financial results and investor presentation for the first quarter ended March 31, 2024.
📋 Key Facts
- Report date: April 22, 2024
- Reporting period: First Quarter ended March 31, 2024
- The filing includes an Earnings Release (Exhibit 99.1) and a Presentation of Results (Exhibit 99.2)
- Information is furnished under Items 2.02 and 7.01 but not 'filed' for purposes of Section 18 liability.
HBT Financial, Inc. released its fourth quarter and full year 2023 financial results and provided an investor presentation. Additionally, the Board declared a quarterly cash dividend of $0.19 per share, marking an increase from the previous quarter.
📋 Key Facts
- Earnings release for Q4 and FY 2023 issued on January 24, 2024.
- Quarterly cash dividend declared at $0.19 per share.
- Dividend represents a $0.02 increase from the previous quarterly dividend of $0.17 per share.
- Dividend is payable on February 13, 2024, to shareholders of record as of February 6, 2024.