v3.26.1
BUSINESS COMBINATIONS
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
CNB Bank Shares, Inc.
On March 1, 2026, HBT Financial acquired 100% of the issued and outstanding common stock of CNB Bank Shares, Inc., the holding company for CNB Bank & Trust, N.A. (“CNB Bank”), pursuant to an Agreement and Plan of Merger dated October 20, 2025. Under the Agreement and Plan of Merger, CNB merged with and into HBT Financial, with HBT Financial as the surviving entity, immediately followed by the merger of CNB Bank with and into Heartland Bank, with Heartland Bank as the surviving entity.
At the effective time of the merger, each share of CNB was converted into the right to receive, subject to the election and proration procedures as provided in the Merger Agreement, one of the following: (i) 1.0434 shares of HBT Financial's common stock, or (ii) $27.73 in cash, or (iii) a combination of cash and HBT Financial common stock. Total consideration consisted of 5.5 million shares of HBT Financial's common stock and $33.8 million in cash. In lieu of fractional shares of HBT Financial stock, holders of CNB common stock received cash. Based on the closing price of HBT Financial common stock of $26.96 on February 27, 2026, the aggregate transaction value was approximately $182.1 million.
This transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the date of acquisition. Given the timing of the acquisition, fair values are subject to refinement up to one year after the closing date of March 1, 2026. A measurement period adjustment of $1.6 million was recorded in the second quarter of 2026 as more information became available related to CNB's unrecorded assets. Goodwill of $22.1 million was recorded in the acquisition, which reflects expected synergies from combining the operations of HBT Financial and CNB, and is nondeductible for tax purposes.
The acquisition of CNB further enhanced HBT Financial's footprint in the central Illinois, Chicago MSA, and suburban St. Louis markets. Acquisition-related expenses recognized during the three and six months ended June 30, 2026 and 2025 are summarized below.
Three Months EndedSix Months Ended
(dollars in thousands)June 30, 2026June 30, 2025June 30, 2026June 30, 2025
Salaries$(44)$—$3,959$—
Occupancy of bank premises13—118—
Furniture and equipment9—72—
Data processing91—8,759—
Marketing and customer relations5—74—
Loan collection and servicing28—348—
Professional fees and other noninterest expense155—2,593—
Total acquisition-related expenses$257$—$15,923$—
The fair value of the assets acquired and liabilities assumed from CNB on the acquisition date of March 1, 2026 were as follows (dollars in thousands):
Fair Value
Assets acquired:
Cash and cash equivalents$48,873
Interest-bearing time deposits with banks245
Debt securities364,930
Equity securities3,868
Restricted stock5,251
Loans held for sale287
Loans, before allowance for credit losses1,296,340
Allowance for credit losses(19,957)
Loans, net of allowance for credit losses1,276,383
Bank owned life insurance12,829
Bank premises and equipment16,126
Intangible assets30,083
Intangible assets held for sale649
Mortgage servicing rights2,949
Accrued interest receivable13,795
Other assets15,550
Total assets acquired1,791,818
Liabilities assumed:
Deposits1,516,838
Repurchase Agreements18,354
FHLB advances71,839
Other liabilities24,849
Total liabilities assumed1,631,880
Net assets acquired$159,938
Consideration paid:
Cash$33,837
Common stock148,230
Total consideration paid$182,067
Goodwill$22,129
Of the loans acquired, there were $163.9 million which exhibited more-than-insignificant credit deterioration on the acquisition date. The following table provides a summary of these PCD loans at acquisition (dollars in thousands):
Unpaid principal balance$163,879
Allowance for credit losses at acquisition(2,509)
Non-credit discount(10,121)
Purchase price$151,249
Intangible assets consist of core deposit intangible and customer relationship intangible assets with definite useful lives which are amortized over a 10 year period.
CNB information was fully integrated into HBT Financial's processes and systems during the system conversion in the first quarter of 2026, and as a result standalone CNB financial results are not available.
The following table provides the pro forma information for the results of operations for the three and six months ended June 30, 2026 and 2025 as if the acquisition of CNB had occurred on January 1, 2025. The pro forma results combine the historical results of CNB into HBT Financial’s consolidated statements of income, including the impact of certain acquisition accounting adjustments, which include loan discount accretion, securities discount accretion, intangible assets amortization, deposit premium amortization, and borrowing premium amortization. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2025. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, provision for credit losses, expense efficiencies or asset dispositions. The acquisition-related expenses that have been recognized are included in net income in the following table.
Pro Forma
Three Months EndedSix Months Ended
(dollars in thousands, except per share data)June 30, 2026June 30, 2025June 30, 2026June 30, 2025
Total revenues (net interest income and noninterest income)$79,722$80,468$160,767$158,410
Net income26,91525,70449,14337,273
Earnings per share - basic0.740.691.341.01
Earnings per share - diluted0.740.691.341.00