HBT Financial, CNB Bank Shares to merge in $170.2M transaction

HBT Financial (HBT) and CNB Bank Shares jointly announced the signing of a definitive agreement pursuant to which CNBN will merge with and into HBT in a combined common stock/cash transaction valued at approximately $170.2M, based on HBT’s 15-day volume weighted average stock price of $24.44 as of October 17. The combined company will have approximately $6.9B in total assets, $4.7B in total loans, and approximately $5.9B in total deposits, with 84 branch locations across Illinois, Eastern Iowa and Missouri. CNB Bank is a community bank with bank locations in Alton, Brighton, Carlinville, Carrollton, Chapin, Clayton-MO, Edwardsville/Glen Carbon, Hillsboro, Jacksonville, Jerseyville, Litchfield, Oak Forest, Palos Heights, Pittsfield, Taylorville, Tinley Park, and Virden, Illinois. Offering commercial and personal banking services, as well as treasury and wealth management services and certain insurance offerings, CNB Bank had total assets of $1.8B, total loans of $1.3B, and total deposits of $1.5B as of September 30, 2025. The transaction is financially attractive and culturally aligned. The combined company will have increased density in the central Illinois, the Chicago MSA and the St. Louis MSA markets, while increased scale will enhance product opportunities for CNB customers. From a cultural perspective, both organizations share a relationship-based approach to banking and a commitment to the communities we serve. This transaction will represent the eleventh merger that HBT has been a part of since 2007, and we feel that the team is well prepared to make a smooth transition. The transaction has been unanimously approved by each company’s board of directors, and shareholders collectively holding approximately 28% of the outstanding shares of CNBN common stock have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of CNBN common stock in favor of the transaction. The merger is expected to close in the first quarter of 2026, subject to approval by CNBN’s shareholders, required regulatory approvals and other customary closing conditions. Under the terms of the merger agreement, CNBN shareholders will have the right to receive either 1.0434 shares of HBT’s common stock for each share of CNBN stock, $27.73 per share in cash, or a combination of cash and stock consideration, subject to adjustment and to the election and proration provisions in the merger agreement. Based upon HBT’s 15-day volume weighted average stock price of $24.44 on October 17, the implied per share purchase price is $25.92 with an aggregate transaction value of approximately $170.2M. Upon closing of the transaction, shareholders of CNBN are expected to hold approximately 15% of HBT’s outstanding common stock. Pursuant to the merger agreement, prior to the effective time of the merger, HBT has agreed to appoint current CNBN directors Jim Ashworth and Nancy Ruyle to the Boards of Directors of HBT and Heartland Bank, subject to HBT’s corporate governance procedures.