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hbt-202601260000775215false00007752152026-01-262026-01-26

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): January 26, 2026

HBT FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3908537-1117216 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)

401 North Hershey Road Bloomington, Illinois 61704 (Address of principal executive offices)(Zip Code)

(309) 662-4444 (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 (see General Instruction A.2. below):

☒ 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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareHBTThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 2.02. Results of Operations and Financial Condition. On January 26, 2026, HBT Financial, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended and year ended December 31, 2025 (the “Earnings Release”). A copy of the Earnings Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference. The information contained in Item 2.02, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.

Item 7.01. Regulation FD Disclosure. The Company has prepared a presentation of its results for the fourth quarter ended and year ended December 31, 2025 (the “Presentation”) to be used from time to time during meetings with members of the investment community. A copy of the Presentation is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference. The Presentation will also be made available on the Company’s investor relations website at ir.hbtfinancial.com under the Presentations section. The information contained in Item 7.01, including Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.

Item 9.01. Financial Statements and Exhibits.

Exhibit NumberDescription of Exhibit

99.1 Earnings Release issued January 26, 2026 for the Fourth Quarter Ended and Year Ended December 31, 2025.

99.2 HBT Financial, Inc. Presentation of Results for the Fourth Quarter Ended and Year Ended December 31, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

HBT FINANCIAL, INC.

By:/s/ Peter R. Chapman Name: Peter R. Chapman Title: Chief Financial Officer

Date: January 26, 2026

hbt-202510200000775215false00007752152025-10-202025-10-20

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 20, 2025

HBT FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3908537-1117216 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)

401 North Hershey Road Bloomington, Illinois 61704 (Address of principal executive offices)(Zip Code)

(309) 662-4444 (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 (see General Instruction A.2. below):

☒ 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 classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per shareHBTThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 1.01. Entry into a Material Definitive Agreement. On October 20, 2025, HBT Financial, Inc., a Delaware corporation (“HBT” or the “Company”), HB-CNB Merger Inc., a Delaware corporation and wholly-owned subsidiary of HBT (“MergerCo”), and CNB Bank Shares, Inc., an Illinois corporation (“CNBN”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, MergerCo will merge with and into CNBN (the “Merger”), with CNBN as the surviving entity, and as a result, CNBN will become a wholly-owned subsidiary of HBT. Immediately following the Merger, CNBN will merge with and into HBT, with HBT as the surviving entity. In addition, subsequent to the mergers and at a time to be determined by HBT, CNB Bank & Trust, N.A., a national banking association headquartered in Carlinville, Illinois, and a wholly-owned subsidiary of CNBN, will merge with and into Heartland Bank and Trust Company, an Illinois state chartered bank and a wholly-owned subsidiary of HBT (“Heartland Bank”), with Heartland Bank as the surviving bank. The Merger Agreement was unanimously approved and adopted by the board of directors of each of HBT and CNBN. Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of CNBN that is issued and outstanding immediately prior to the Effective Time (other than treasury and dissenter shares) will be converted into the right to receive, at the option of each CNBN shareholder, one of the following: (i) 1.0434 validly issued, fully paid and nonassessable shares of HBT common stock, par value $0.01 per share, (ii) cash in the amount of $27.73, or (iii) a combination of cash and shares of HBT common stock, in each case subject to adjustment and to the election and proration procedures as provided in the Merger Agreement. In lieu of fractional shares, holders of CNBN common stock will receive cash. In aggregate, based on CNBN’s common stock and restricted stock units outstanding as of the date hereof, CNBN shareholders are expected to receive cash consideration of approximately $33.8 million and stock consideration of approximately 5.5 million shares of HBT common stock. The Merger Agreement contains customary representations and warranties from both HBT and CNBN, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of CNBN’s business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) the obligation of CNBN to call a meeting of its shareholders to adopt the Merger Agreement and a requirement that the CNBN board of directors recommend that its shareholders adopt the Merger Agreement at the special meeting, and (iii) CNBN’s non-solicitation obligations relating