Short answer
HBT Financial, Inc. (HBT) filed an 8-K current report with the SEC on August 10, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.2). Proposed acquisition of Tri-County Financial Group, with TYFG becoming HBT’s wholly owned subsidiary before bank-level consolidation into Heartland Bank.
HBT Financial, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Proposed acquisition of Tri-County Financial Group, with TYFG becoming HBT’s wholly owned subsidiary before bank-level consolidation into Heartland Bank
- TYFG holders may receive 2.4589 HBT shares, $71.01 cash, or a combination, subject to proration and adjustment
- Expected consideration: approximately $59.9 million cash plus 3.8 million HBT shares, creating shareholder dilution
- Closing requires TYFG shareholder approval, regulatory approvals, and an effective HBT Form S-4 registration statement
- $7.25 million termination fee payable by TYFG to HBT under specified termination events
Item 7.01 · Regulation FD Disclosure
- Proposed HBT-TYFG merger remains subject to TYFG stockholder approval, regulatory clearances, and other closing conditions
- Completion timing, integration results, financial benefits, and future performance remain uncertain
- Potential risks include transaction delays, termination, employee or customer disruption, and management distraction
- HBT will file an S-4 registration statement incorporating TYFG’s proxy statement and HBT’s prospectus
- TYFG stockholders should review the definitive proxy statement/prospectus before voting or evaluating merger consideration
Item EX-99.1 · Exhibit EX-99.2
- HBT to acquire Tri-County in a stock/cash merger valued approximately $204.6 million, implying $82.89 per share
- Consideration options: 2.4589 HBT shares or $71.01 cash per Tri-County share, subject to proration and adjustment
- Combined company reaches approximately $8.3 billion assets, $6.0 billion loans, and $7.1 billion deposits
- Tri-County shareholders expected to own approximately 9% of HBT after closing, creating dilution for existing HBT holders
- Closing targeted for first quarter 2027, subject to shareholder and regulatory approvals; 28% of Tri-County shares covered by voting agreements
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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