v3.26.1
Subsequent events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent events

 

18) Subsequent events:

 

On August 10, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HBT Financial, Inc. (“HBT Financial”) and HB-TYFG Merger, Inc., a Delaware corporation and wholly-owned subsidiary of HBT (“MergerCo”), pursuant to which MergerCo will merge with and into the Company, with the Company as the surviving entity, which will then merge with and into HBT Financial, with HBT Financial as the surviving entity of the Merger. Immediately following the Merger, and subject to the occurrence of the Merger, the Bank will merge with and into Heartland Bank and Trust Company, HBT Financial’s wholly-owned subsidiary bank (“Heartland Bank”), with Heartland Bank as the surviving entity of such Merger.

 

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time, each share of common stock of the Company will be converted into the right to receive, at the option of each Company stockholder, one of the following: (i) 2.4589 validly issued, fully paid and nonassessable shares of HBT common stock, (ii) cash in the amount of $71.01, 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 aggregate, based on the Company’s common stock and stock options outstanding as of the date hereof, Company stockholders are expected to receive cash consideration of approximately $59.9 million and stock consideration of approximately 3.8 million shares of HBT common stock. Pursuant to the Merger Agreement, the Bank and its wholly-owned subsidiary, First State Mortgage Services, LLC (“FSM”) entered into a letter of intent to sell substantially all assets of FSM.

 

The Company has evaluated events that have occurred subsequent to June 30, 2026, and has concluded there are no other subsequent events that would require recognition in the accompanying consolidated financial statements.