The deal provides TYFG shareholders with a large guaranteed premium via a well-defined cash-and-stock election structure. HBT's stock (NASDAQ: HBT) will be the surviving currency, so watch for any HBT earnings volatility or credit quality changes that could affect the stock component's value before closing. The mortgage subsidiary divestiture requirement is an execution risk, and regulatory approval is also a material condition. The 28% locked-up vote plus 50.1% shareholder approval threshold suggests a clean vote but not automatic.
Price Chart
Executive Summary
Tri-County Financial Group, Inc. (TYFG) has entered into a definitive merger agreement to be acquired by HBT Financial, Inc. (HBT) for total consideration valued at approximately $204.6 million. TYFG shareholders will receive a mix of cash and HBT stock, with an implied per-share price of $82.89 based on HBT's August 7 closing price. The transaction, which is expected to close in Q1 2027, represents a meaningful premium and will result in TYFG shareholders owning approximately 9% of the combined company.
Key Financial Metrics
Key Facts
- Tri-County Financial Group, Inc. (TYFG) has entered into a definitive agreement to be acquired by HBT Financial, Inc. (HBT).
- Per share consideration: either 2.4589 HBT shares, $71.01 in cash, or a mix.
- Total transaction value is approximately $204.6 million based on HBT's August 7, 2026 closing price of $36.35.
- Implied per share purchase price is $82.89, a 17% premium over the $71.01 cash component.
- TYFG shareholders will own roughly 9% of the combined company.
- Transaction unanimously approved by both companies' boards; 28% of TYFG shares subject to voting agreements.
- Closing expected in Q1 2027, subject to TYFG shareholder vote, regulatory approvals, and other conditions.
- Combined entity will have ~$8.3 billion in total assets, $6.0 billion in loans, and $7.1 billion in deposits.
- HBT will appoint TYFG director Thomas K. Prescott to its board upon closing.
- Termination fee of $7.25 million payable by TYFG to HBT under certain circumstances.
Financial Impact
Transaction valued at approximately $204.6 million; TYFG shareholders to receive approximately $82.89 per share in implied value (based on HBT's August 7, 2026 closing price of $36.35). Cash consideration component totals approximately $59.9 million and stock component totals approximately 3.8 million HBT shares.
Risk Factors
- Regulatory approval from banking authorities may be denied or materially conditioned, delaying or preventing closing.
- Mortgage subsidiary divestiture must be completed before closing, posing execution risk.
- HBT's stock price could decline between signing and closing, reducing the value of the stock election consideration.
- A superior proposal could trigger a termination fee of $7.25 million and derail the deal.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (TYFG) — Batch item 1 | 0001493152-26-036754 |
| Exhibit: ex99-1.htm | 0000775215-26-000077 |
| Document: form8-k.htm | 0001493152-26-036754 |
| Document: 0001493152-26-036754-index-headers.html | 0001493152-26-036754 |
| Document: 0001493152-26-036754-index.html | 0001493152-26-036754 |
| Document: 0001493152-26-036754.txt | 0001493152-26-036754 |
| 425 Filing (TYFG) — Batch item 7 | 0000775215-26-000077 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | 425 | $81.05 | awaiting T+20 | — | $83.00 (+2.41%) |
Oct 26, 2026 1d ago | 425 | $81.05 | awaiting T+20 | — | $83.00 (+2.41%) |
Aug 10, 2026 11w ago | 8-K / 425 | $79.40 $79.01 | ▼ −0.49% | ▲ +0.42% | $83.00 (+4.53%) |
US Market Status
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