HBT Financial has agreed to acquire Tri-County Financial Group in a cash-and-stock transaction valued at approximately $204.6 million, expanding Heartland Bank and Trust Company’s presence across central and northern Illinois and the Chicago metropolitan area.
Tri-County is the parent company of First State Bank, a community bank operating 19 locations throughout central and northern Illinois.
As of June 30, 2026, First State Bank had approximately $1.6 billion in assets, $1.3 billion in loans and $1.3 billion in deposits.
The combination is expected to create a banking organization with approximately $8.3 billion in total assets, $6 billion in loans and $7.1 billion in deposits.
The combined company will operate branches across Illinois, eastern Iowa and suburban St. Louis.
Under the merger agreement, Tri-County shareholders can elect to receive 2.4589 HBT Financial shares for each Tri-County share, $71.01 in cash per share, or a combination of cash and stock, subject to adjustment, election and proration provisions.
Based on HBT’s closing share price of $36.35 on August 7, 2026, the transaction implies a value of $82.89 per Tri-County share and an aggregate transaction value of approximately $204.6 million.
Following completion, Tri-County shareholders are expected to own approximately 9% of HBT Financial’s outstanding common shares.
HBT also expects to appoint current Tri-County director Thomas K. Prescott to the boards of HBT Financial and Heartland Bank after closing, subject to its governance procedures.
The transaction represents HBT Financial’s 12th merger since 2007.
HBT believes its experience integrating previous banking acquisitions can support the combination while maintaining the relationship-focused model shared by Heartland Bank and First State Bank.
The acquisition will strengthen HBT’s existing presence in central Illinois while expanding its position in markets across northern Illinois and the Chicago metropolitan area.
First State Bank provides commercial and consumer banking, treasury management, wealth management and certain insurance services.
HBT Financial had approximately $6.7 billion in assets, $4.8 billion in loans and $5.8 billion in deposits as of June 30, 2026.
The company currently operates 83 full-service branches through Heartland Bank.
The boards of both companies unanimously approved the merger.
Tri-County shareholders representing approximately 28% of its outstanding common shares have entered voting agreements supporting the transaction.
The merger is expected to close during the first quarter of 2027, subject to Tri-County shareholder approval, regulatory approvals and customary closing conditions.
Piper Sandler served as financial advisor to HBT Financial, while Vedder Price provided legal counsel.
Performance Trust Capital Partners advised Tri-County financially, with Barack Ferrazzano Kirschbaum & Nagelberg serving as legal counsel.
KEY QUOTES:
“First State Bank is a fine addition to Heartland Bank. I have followed their bank for many years, and as we serve several of the same markets, I know their communities are very similar to ours. We share a heritage as longstanding, solid community banks. We look forward to getting to know their staff and working with their customers.”
Fred L. Drake, Executive Chairman Of HBT Financial
“I look forward to working with Kirk Ross and his team at First State Bank to continue to deliver high-quality service to their customers. Our banks share strong roots in the communities that we have served for generations in central and north central Illinois. HBT’s disciplined approach to M&A has allowed us to maintain strong financial performance while expanding our asset base and the communities that we serve. We are confident our merger with First State Bank will continue that success.”
J. Lance Carter, President And CEO Of HBT Financial And Heartland Bank
“I believe this merger marks an exciting new chapter for our organization. It is also rooted in the same principles that have guided us for decades: serving customers well, supporting our communities, and creating long-term value for our shareholders. We are delighted to partner with an institution that shares those beliefs and are confident that the future holds tremendous promise for everyone connected to our bank.”
Thomas K. Prescott, Chairman Of Tri-County Financial Group
“We are looking forward to the opportunities this partnership will create. Together, we will be stronger, more innovative, and better positioned to meet the evolving needs of those we serve, while remaining committed to the relationships and personal service that define who we are.”
Kirk L. Ross, President And CEO Of Tri-County Financial Group
