BLOOMINGTON, Ill. and CARLINVILLE, Ill., Oct. 20, 2025 (GLOBE NEWSWIRE) -- HBT Financial, Inc. (NASDAQ: HBT) (the “Company” or “HBT Financial” or “HBT”), the holding company for Heartland Bank and Trust Company (“Heartland Bank”), and CNB Bank Shares, Inc. (OTC: CNBN) (“CNBN”), the holding company for CNB Bank & Trust, N.A. (“CNB Bank”), today 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 $170.2 million, based on HBT’s 15-day volume weighted average stock price of $24.44 as of October 17, 2025. The combined company will have approximately $6.9 billion in total assets, $4.7 billion in total loans, and approximately $5.9 billion 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 $1.8 billion, total loans of $1.3 billion, and total deposits of $1.5 billion 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.
Fred L. Drake, Executive Chairman of HBT Financial, said, “We are truly honored to welcome the CNBN team and customers to Heartland Bank and HBT Financial. CNBN has a long and storied history in Central Illinois, very much like HBT. We are both very focused on serving our customers as a true community bank. For many years, Jim Ashworth and his team have built a solid and well-respected bank. More recently, Andy Tinberg has provided excellent leadership in developing new markets and organic growth. We are an excellent match.”
J. Lance Carter, President and CEO of HBT Financial and Heartland Bank, added, “Both our banks have strong local roots in Central Illinois, have successfully expanded to larger growth markets, have excellent deposit bases and solid commercial loan growth. We have both grown our business, while maintaining a strong credit culture. HBT has historically followed a disciplined approach to M&A, which has led to logical expansion of our footprint and outstanding financial performance. Uniting with CNBN will help generate profitable growth and create shareholder value in coming years. I look forward to working with Andy Tinberg and the entire CNBN team to make this venture a success.”
James T. Ashworth, President of CNB Bank Shares, Inc., said, “This partnership marks an important milestone in our ongoing commitment to deliver exceptional service and value to our customers, employees, and communities. CNBN has always believed in the enduring strength of community banking, and joining HBT positions us to continue that mission with expanded capabilities and a broader foundation for future growth.”
Andrew E. Tinberg, President and CEO of CNB Bank & Trust, N.A., said, “CNB Bank’s culture has consistently been centered on relationships. We know customers personally, support local businesses, and are actively involved in our communities. This partnership is a natural fit, as Heartland Bank shares our core values and unwavering commitment to the principles of community banking.”
Transaction Information
Under the terms of the merger agreement, CNBN shareholders will have the right to receive either (1) 1.0434 shares of HBT’s common stock for each share of CNBN stock, (2) $27.73 per share in cash, or (3) 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, 2025, the implied per share purchase price is $25.92 with an aggregate transaction value of approximately $170.2 million. 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.
A presentation with additional information on the transaction can be found on HBT’s investor relations website at ir.hbtfinancial.com.
Advisors
Vedder Price P.C. served as legal counsel and Piper Sandler & Co. served as financial advisor to HBT.
Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel and D.A. Davidson & Co. served as financial advisor to CNBN. Performance Trust Capital Partners, LLC also issued an independent fairness opinion to CNBN.
Source: HBT Financial, Inc.
https://www.globenewswire.com/news-release/2025/10/20/3169245/0/en/HBT-Financial-Inc-and-CNB-Bank-Shares-Inc-Jointly-Announce-Strategic-Transaction.html