Tri-County Financial Group 股东批准与 HBT Financial 合并提案
8-K - Tri-County Financial Group, Inc. (0001725262) (Filer)
Tri-County Financial Group 股东在特别会议上投票通过与 HBT Financial 合并的提案,合并后 HBT Financial 为存续公司。出席或委托代理投票的股份占流通股约 82.3%;合并提案获 1,807,469 票赞成、179,603 票反对,另有 11,119 票弃权或未投。
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): October 29, 2026
TRI-COUNTY FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 333-288087 | 36-3412522 | ||
| (State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
706 Washington Street Mendota, Illinois, 61342
(Address of Principal Executive Offices) (Zip Code)
(815) 538-2265
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $1.00 Par Value | TYFG | OTC Market Group, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 29, 2026, Tri-County Financial Group, Inc. (the “Company”) held a special meeting of the stockholders (the “Special Meeting”) to consider certain proposals related to the previously announced Agreement and Plan of Merger, dated August 10, 2026 (the “Merger Agreement”), among the Company, HBT Financial, Inc. (“HBT”), and HB-TYFG Merger, Inc., a wholly-owned subsidiary of HBT. Pursuant to the Merger Agreement, the Company will merge with and into HBT, with HBT as the surviving corporation (the “Merger”).
The record date for determination of stockholders entitled to vote at the Special Meeting was September 10, 2026. There were 2,427,703 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Special Meeting, the holders of 1,998,191 shares, or approximately 82.3% percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Special Meeting. The following proposals were voted on at the Special Meeting:
The adoption of the Merger Agreement and approval of the transactions it contemplates (the “Merger Proposal”):
| For | Against | Abstain/Withheld | ||
| 1,807,469 | 179,603 | 11,119 |
Approval of one or more adjournments of the Special Meeting, if determined necessary and advisable, including adjournments to permit the further solicitation of proxies in favor of the Merger Proposal:
| For | Against | Abstain/Withheld | ||
| 1,813,509 | 150,058 | 34,624 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tri-County Financial Group, Inc. | ||
| Date: November 2, 2026 | By: | /s/ Lana Eddy |
| Lana Eddy | ||
| Chief Financial Officer | ||
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