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Red Flags Detected

  • Tyfg Stockholders Will Own Only ~9% of Hbt After the Merger (new) — The merger significantly dilutes TYFG stockholders' ownership and voting power, a key consideration for those evaluating the deal.
  • The Exchange Ratio Is Fixed and Will Not Be Adjusted For Changes In Hbt's Stock Price (new) — TYFG stockholders electing stock consideration bear the risk of HBT stock price fluctuations, as the exchange ratio is fixed.
  • A $7.25 Million Termination Fee Payable By Tyfg to Hbt Under Certain Circumstances (new) — The termination fee could discourage competing acquirors and potentially reduce the likelihood of a superior offer for TYFG stockholders.
NASDAQ: HBT HBT Financial, Inc. 424B3

HBT Financial to acquire Tri-County Financial Group in merger valued at $197.6M; TYFG holders get $71.01 cash or 2.4589 HBT shares per share

Filed September 18, 2026 · ~1 min read

Key Changes

  • high

    TYFG stockholders may elect cash ($71.01/share), stock (2.4589 HBT shares), or a mix, subject to proration; aggregate cash capped at $59.95M and stock at 3,797,844 HBT shares.

    The Offering view on EDGAR →
  • high

    Based on HBT's $36.25 closing price on Aug 6, 2026, blended consideration is $82.73 per TYFG share, implying total consideration of ~$197.6M for 2,388,748 TYFG shares outstanding.

    Risk Factors verify on EDGAR →
  • high

    TYFG stockholders will own only ~9% of HBT after the merger, significantly diluting their voting power.

    Risk Factors verify on EDGAR →

3 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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View original filing on SEC.gov

Figures/quotes linked to EDGAR · Narrative written by AI · Sep 26, 2026 · How we verify