HBT Financial, Inc. has agreed to acquire Tri-County Financial Group, Inc., the parent of First State Bank in Mendota, Illinois, for approximately $204.6 million in a cash-and-stock transaction.
The deal, announced on August 10, 2026, is designed to strengthen HBT Financial’s presence in central Illinois and the Chicago metropolitan area and broaden offerings for First State Bank customers.
The acquisition is strategically important because community banking in Illinois requires greater scale, stable deposit base, and broader product opportunities. The ability to serve consumers, businesses, and municipal entities with expanded footprint is becoming increasingly important.
By combining HBT Financial’s Heartland Bank and Trust Company with First State Bank’s 19 branches across central and northern Illinois, the companies aim to provide more integrated banking solutions.
The transaction is expected to close in Q1 2027, subject to Tri-County shareholder approval, regulatory approvals, and other customary closing conditions. Combined company will have ~$8.3B assets, $6.0B loans, $7.1B deposits.
Key Details of the Acquisition
| Detail | Information |
| Acquirer | HBT Financial, Inc. (Heartland Bank and Trust Company) |
| Target | Tri-County Financial Group, Inc. (First State Bank) |
| Acquirer Country | United States |
| Target Country | United States |
| Acquirer Industry | Banking, Financial Services, Community Banking |
| Target Industry | Banking, Community Banking, Mortgage, Insurance |
| Deal Type | Merger – Cash and Stock |
| Deal Value | ~$204.6 Million |
| Payment | Cash-and-Stock: 2.4589 HBT shares per Tri-County share OR $71.01 cash OR combination |
| Implied Price | $82.89 per Tri-County share based on HBT $36.35 close on Aug 7, 2026 |
| Announcement Date | August 10, 2026 |
| Acquirer Founded | Banking roots 1920, HBT Financial holding company 1982, Bloomington, Illinois |
| Acquirer HQ | Bloomington, Illinois |
| Target Founded | First State Bank 1940, Holding company Mendota, Illinois |
| Target HQ | Mendota, Illinois |
| Target Assets | $1.6 Billion assets, $1.3B loans, $1.3B deposits (June 30, 2026) |
| Acquirer Assets (pre-deal) | $6.7B assets, $4.8B loans, $5.8B deposits (June 30, 2026) / $5.1B assets Dec 31, 2025 |
| Combined Assets | $8.3B assets, $6.0B loans, $7.1B deposits |
| Branches Added | 19 branches in central and northern Illinois |
| Acquirer Branches | 83 full-service branches across Illinois, eastern Iowa, suburban St. Louis |
| Acquirer Stock | NASDAQ: HBT |
| Target Stock | OTCQX: TYFG |
| Ownership Post-Close | Tri-County shareholders to own ~9% of HBT |
| Expected Closing | Q1 2027 |
| Board Appointment | Thomas K. Prescott to join HBT and Heartland Bank boards |
| Voting Agreements | 28% of Tri-County shares pledged to vote for transaction |
| Termination Fee | $7.25 Million payable by Tri-County under certain circumstances |
| Financial Advisors | Piper Sandler (HBT), Performance Trust Capital Partners (Tri-County) |
| Legal Advisors | Vedder Price (HBT), Barack Ferrazzano Kirschbaum & Nagelberg (Tri-County) |
| Accretion Target | ~11.1% EPS accretion expected |
| Deal Count | 12th merger for HBT since 2007, 2nd in 10 months (CNB Bank Shares in March 2026) |
HBT Financial Company Introduction
HBT Financial, Inc. is a U.S.-based bank holding company headquartered in Bloomington, Illinois, listed on NASDAQ under HBT. It is the holding company for Heartland Bank and Trust Company and has banking roots that can be traced back to 1920.
Its major business areas include:
- Business banking
- Commercial banking
- Retail banking
- Municipal banking
- Wealth management
- Treasury management
As of June 30, 2026, HBT had $6.7B total assets, $4.8B loans, $5.8B deposits, 83 full-service branches across Illinois, eastern Iowa, suburban St. Louis. As of Dec 31, 2025, assets $5.1B, revenue $233.92M in 2025 (+5.66% YoY), earnings $77.01M, employees 826.
Tri-County Financial Group Company Introduction
Tri-County Financial Group, Inc. is a U.S.-based bank holding company headquartered in Mendota, Illinois, parent of First State Bank. First State Bank was established July 6, 1940, and operates 19-21 branches.
Offices in:
Mendota, Batavia, Bloomington, Champaign, Geneva, LaMoille, McNabb, North Aurora, Ottawa, Peru, Princeton, Rochelle, Shabbona, St. Charles, Streator, Sycamore, Waterman, West Brooklyn
Its key capabilities include:
- Commercial and personal banking
- Treasury and wealth management
- Insurance offerings via First State Insurance
- Mortgage services via First State Mortgage Services, LLC
As of June 30, 2026, Tri-County had $1.6B assets, $1.3B loans, $1.3B deposits. Quoted OTCQX: TYFG. Largest shareholder affiliates of Castle Creek Capital (represented by Sidley).
Why Is HBT Acquiring Tri-County?
| HBT Already Has | Tri-County Brings |
| 83 branches across Illinois, eastern Iowa, St. Louis | 19 branches in central and northern Illinois |
| $6.7B assets, stable deposit base | $1.6B assets, $1.3B deposits, $1.3B loans |
| Serial acquirer – 12th merger since 2007, extensive integration experience | $1.6B assets adds to $8.3B combined |
| Products for consumers, businesses, municipalities | Community bank with treasury, wealth, insurance |
This creates: Larger footprint → Stable deposit base → Broader product opportunities → $8.3B asset bank → Move toward $10B threshold
What Does First State Bank Technology Do?
1. Customer needs personal or commercial banking
2. First State Bank provides checking, savings, loans via 19 locations
3. Treasury and wealth management for businesses and individuals
4. Mortgage services via subsidiary
5. Insurance offerings
In simple terms: Deposits → Loans → Treasury/Wealth → Insurance. Relationship-based approach similar to Heartland Bank.
Why Is Scale Important in Community Banking?
| Small Community Bank | Larger Combined Bank (HBT + Tri-County) |
| Limited product set | Comprehensive suite: banking, wealth, treasury, mortgage, insurance |
| Small asset base $1.6B | Combined $8.3B assets, $6.0B loans, $7.1B deposits |
| Few branches | 102+ branches across Illinois, eastern Iowa, suburban St. Louis |
| Local only | Central Illinois + Chicago MSA + suburban St. Louis |
$204.6 Million Cash-and-Stock Transaction
- Implied $82.89 per Tri-County share based on HBT $36.35 close Aug 7, 2026
- Election: 2.4589 HBT shares per Tri-County share OR $71.01 cash OR combination, subject to proration
- Tri-County shareholders to own ~9% of HBT post-close
- 28% of Tri-County shares pledged via voting agreements
- $7.25M termination fee payable by Tri-County under certain circumstances
- 11.1% EPS accretion targeted, Q1 2027 close expected
- 12th merger for HBT since 2007, 2nd in 10 months after CNB Bank Shares (March 2026) added central Illinois presence and first Missouri brick-and-mortar
Tri-County’s Revenue Base and Financial Position
| Metric | Figure |
| Founded | First State Bank 1940, Holding company Mendota |
| HQ | Mendota, Illinois, 706-8 Washington Street |
| Branches | 19 banking locations (2026) – 21 including other reporting |
| Assets (June 30, 2026) | $1.6 Billion |
| Loans | $1.3 Billion |
| Deposits | $1.3 Billion |
| Offices | Mendota, Batavia, Bloomington, Champaign, Geneva, etc. |
| Subsidiaries | First State Mortgage Services, LLC and First State Insurance |
| Stock | OTCQX: TYFG |
| Largest Shareholder | Affiliates of Castle Creek Capital (Sidley representing) |
HBT’s Work Across Banking Programs
| Area | Examples |
| Consumer | Personal checking, savings, mortgage, wealth |
| Business | Commercial loans, treasury management |
| Municipal | Banking for municipal entities |
| Geography | Illinois, eastern Iowa, suburban St. Louis, 83 branches |
| M&A History | Buy-a-bank machine: CNB Bank Shares ($170M, $1.8B assets, 18 offices) March 2026, Tri-County $204.6M Aug 2026 |
What Could HBT Gain?
- 1. Stronger Footprint in Central Illinois and Chicago MSA – Adds 19 branches, pushes assets past $8B toward $10B threshold
- 2. Stable Deposit Base – $1.3B deposits, $1.3B loans, relationship-based community banking similar to Heartland
- 3. Product Expansion – Broader offerings for First State customers via Heartland platform
- 4. M&A Accretion – 11.1% EPS accretion targeted, serial acquirer integration experience (12th merger since 2007)
HBT Financial Position
| Metric | Figure |
| Total Assets (June 30, 2026) | $6.7 Billion |
| Total Loans | $4.8 Billion |
| Total Deposits | $5.8 Billion |
| Assets Dec 31, 2025 | $5.1 Billion, Loans $3.5B |
| Revenue 2025 | $233.92M (+5.66% YoY) |
| Earnings 2025 | $77.01M (+7.28%) |
| Employees | 826 |
| Branches | 83 full-service |
| Banking Roots | 1920, Holding company 1982 |
| Combined Post-Deal | $8.3B assets, $6.0B loans, $7.1B deposits |
Potential Challenges
| Risk Area | Details |
| Shareholder Approval | Tri-County shareholders must approve, 28% pledged |
| Regulatory Approval | Required, condition to closing |
| Integration | Integrating First State Bank operations into Heartland Bank, 19 branches |
| Business Relationships | Potential adverse reactions to announcement |
| Management Diversion | Time spent on transaction-related issues |
| Market Conditions | Community bank M&A environment |
Outcome
The HBT-Tri-County $204.6M deal creates an $8.3B asset community bank. HBT Financial, founded with roots to 1920 in Bloomington, with $6.7B assets and 83 branches, acquires Tri-County, parent of 1940-founded First State Bank in Mendota, with $1.6B assets, $1.3B loans/deposits and 19 branches. At $82.89 per share implied (2.4589 HBT shares or $71.01 cash), Tri-County holders will own ~9% of HBT. For HBT, its 12th merger since 2007 and second in 10 months after CNB Bank Shares, it strengthens central Illinois and Chicago MSA presence, adds stable deposits, and moves toward $10B threshold with 11.1% EPS accretion targeted. Risks include shareholder and regulatory approvals and integration. If closed Q1 2027 as expected, Heartland Bank gains broader product opportunities for First State customers under a shared relationship-based culture.
Source: SEC
