Filing Analysis
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.