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425 ·Filed Oct 26, 2026

TYFG

Tri-County Financial Group, Inc.
NEUTRAL
Impact 3/10
Horizonweeks Processed1d 2h ago SEC0000775215-26-000087
Rule 425 M&A communications
Actionable Insight • Neutral

Monitor the October 29 stockholder vote outcome and any regulatory approval announcements. The option exercise deadlines (December 1 for 2016 grants, December 4 blackout start) create a window for option holders to act, which could affect TYFG's share count and merger consideration elections.

DirectionNeutral
Confidencehigh
Horizonweeks

Price Chart

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Executive Summary

HBT Financial, Inc. filed a Rule 425 communication providing a Q&A to Tri-County Financial Group (TYFG) stock option holders about the treatment of their options in the pending merger. Outstanding options will be cancelled and converted into a cash payment based on HBT's VWAP price and the 2.4589 exchange ratio, with an option exercise blackout period starting December 4, 2026. The special stockholder vote is scheduled for October 29, 2026, and the deal remains on track to close early Q1 2027 with no changes to terms.

Key Financial Metrics

Deal Type
merger

Key Facts

  • Special meeting of TYFG stockholders to approve the merger is scheduled for October 29, 2026.
  • Exchange ratio is 2.4589 shares of HBT common stock per share of TYFG common stock.
  • Outstanding TYFG stock options will be cancelled and converted into a cash payment based on HBT's VWAP price over the 10 trading days ending on the fifth trading day prior to closing.
  • Option exercise blackout period begins at 5:00 PM CST on December 4, 2026.
  • Options granted in 2016 expire on December 1, 2026, and must be exercised by that date or be forfeited.
  • Option holders must sign and return a cancellation agreement to receive the cash payment; agreements expected to be provided in November 2026.
  • The merger is expected to close early Q1 2027, subject to stockholder approval and regulatory approvals.

Financial Impact

No new financial figures disclosed; illustrative example assumes HBT VWAP of $35.00 and option exercise price of $47.50, yielding a cash payment of $3,856.15 for 100 options before taxes.

dilutioncash consideration

Risk Factors

  • Stockholder approval may not be obtained at the October 29 special meeting.
  • Regulatory approvals may be delayed or denied, pushing back the expected early Q1 2027 close.
  • HBT's stock price fluctuation could materially change the cash payment to option holders.
  • Option holders who fail to exercise 2016-vintage options by December 1, 2026, will forfeit them entirely.

Market Snapshot

Exchange
OTC
Sector
State Commercial Banks

Investment Themes

Traditional Finance

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0000775215-26-000087
Document: 0000775215-26-000087-index-headers.html0000775215-26-000087
Document: 0000775215-26-000087-index.html0000775215-26-000087
Document: 0000775215-26-000087.txt0000775215-26-000087
3 reports for TYFG
Performance horizon

Track record builds as more directional reports settle.

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Reports for TYFG — sortable, filterable
TypeNow
Oct 26, 2026
1d ago
425
NEUTRAL ★ 3/10
$81.05awaiting T+20—$83.00 (+2.41%)
Oct 26, 2026
1d ago
425
NEUTRAL ★ 4/10
$81.05awaiting T+20—$83.00 (+2.41%)
Aug 10, 2026
11w ago
8-K / 425
BULLISH ★ 7/10
$79.40 $79.01▼ −0.49%▲ +0.42%$83.00 (+4.53%)
Showing 3 of 3

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Report published Oct 26, 2026