HBT Financial to acquire CNB Bank Shares for $170.2 million

HBT Financial Inc. (NASDAQ: HBT) and CNB Bank Shares Inc. (OTC: CNBN) announced a definitive merger agreement valued at approximately $170.2 million. Under the transaction, CNBN will merge into HBT in a combined stock and cash deal based on HBT's 15-day volume weighted average stock price of $24.44 as of October 17, 2025.

The combined entity will have approximately $6.9 billion in total assets, $4.7 billion in total loans, and $5.9 billion in total deposits across 84 branch locations in Illinois, Eastern Iowa and Missouri. CNB Bank operates 17 locations and reported $1.8 billion in total assets, $1.3 billion in total loans, and $1.5 billion in total deposits as of September 30, 2025.

CNBN shareholders will receive either 1.0434 shares of HBT common stock per CNBN share, $27.73 per share in cash, or a combination of both, subject to adjustment and proration provisions. The implied per share purchase price is $25.92. Upon closing, CNBN shareholders are expected to hold approximately 15% of HBT's outstanding common stock.

Both companies' boards of directors unanimously approved the transaction. Shareholders holding approximately 28% of outstanding CNBN shares have entered voting agreements to support the merger. HBT agreed to appoint current CNBN directors Jim Ashworth and Nancy Ruyle to its board and Heartland Bank's board, subject to corporate governance procedures.

The merger requires CNBN shareholder approval, regulatory approvals and other customary closing conditions. The transaction is expected to close in the first quarter of 2026.

Piper Sandler served as financial advisor to HBT, while D.A. Davidson advised CNBN. Performance Trust Capital Partners issued an independent fairness opinion to CNBN.

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