HBT Financial, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated March 1, 2026, reports the completion of a previously announced acquisition by HBT Financial, Inc. ("HBT Financial"). The transaction involves the merger of CNB Bank Shares, Inc. ("CNB") and its subsidiary, CNB Bank & Trust, N.A., into HBT Financial and its subsidiary, Heartland Bank & Trust.
Key Financial Metrics and Transaction Details
The filing details the consideration paid for the acquisition but does not provide standalone revenue, profit, or cash flow metrics for the reporting period, as this is a transaction announcement rather than a periodic financial report.
- Transaction Consideration: Approximately $34 million in cash and approximately 5.5 million shares of HBT Financial common stock.
- Exchange Ratio: Each outstanding share of CNB common stock was converted into the right to receive 1.0434 shares of HBT Financial common stock, $27.73 in cash, or a combination thereof.
- Pro Forma Data: Unaudited pro forma financial information is not included in this filing and will be submitted via amendment within 71 days.
Material Changes
The primary material change is the consolidation of CNB into HBT Financial. Following the merger:
- CNB Bank & Trust, N.A. merged into Heartland Bank & Trust, with Heartland Bank as the surviving entity.
- CNB common stock (trading symbol "CNBN" on the OTC QX Market) ceased trading and is no longer quoted.
- HBT Financial's Board of Directors was expanded with the appointment of two new directors from the acquired entity.
Management Commentary, Governance, and Risks
Board Appointments: Effective March 1, 2026, James T. Ashworth (former President of CNB) and Nancy L. Ruyle (former CNB Board member) were appointed to the HBT Financial Board. Their initial terms expire at the 2026 Annual Meeting of Stockholders. They will be compensated under the existing non-employee director program.
Regulatory Disclosure: The company issued a press release on March 2, 2026, regarding the merger completion and board appointments. This information is furnished but not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Financial Statement Timing: Required financial statements of the acquired business will be filed by amendment no later than 71 days after the filing date of this report.
Investor Verification Checklist
- Verify the final count of HBT Financial shares issued and the exact cash amount paid upon the final settlement of the merger.
- Review the upcoming amendment to this 8-K (due within 71 days) for the unaudited pro forma financial information to assess the combined entity's financial position.
- Confirm the integration timeline for CNB Bank & Trust, N.A. into Heartland Bank & Trust.
- Monitor the impact of the 5.5 million new shares on HBT Financial's earnings per share (EPS) and dilution.