HBT Financial, Inc. to Acquire CNB Bank Shares, Inc. in Strategic Merger Valued at $165.4 Million

HBT Financial, Inc. (HBT) is set to acquire CNB Bank Shares, Inc. (CNB) in a significant merger agreement that was finalized on October 20, 2025. The deal, which is valued at approximately $165.4 million, involves a phased approach where CNB will first merge with a newly formed subsidiary of HBT, HB-CNB Merger, Inc. (MergerCo), before CNB merges into HBT itself, making CNB a wholly-owned subsidiary of HBT.

Under the terms of the merger agreement, CNB shareholders will have the option to receive either (i) 1.0434 shares of HBT common stock, (ii) cash in the amount of $27.73 per share, or (iii) a combination of both cash and stock. This consideration is subject to proration, ensuring that the total cash distributed approximates $33,830,958, while the stock distributed will total around 5,513,480 shares of HBT. The final allocation of the merger consideration will be determined post the special shareholder meeting scheduled for January 26, 2026.

The merger is seen as strategically beneficial for both companies. For HBT, acquiring CNB is expected to expand its footprint and enhance its offerings, thereby creating growth opportunities in the competitive banking sector. Meanwhile, CNB's shareholders will gain exposure to HBT's larger market capital and growth potential, with an estimated 15% of the combined HBT shares expected to be held by CNB's shareholders post-merger.

The special meeting will require the approval of a majority of CNB's common and preferred shareholders to finalize the merger. Notably, significant stakeholders, including CNB's directors and Castle Creek Capital Partners VI LP, the sole holder of CNB preferred stock, have already committed their support for the merger.

As for regulatory considerations, the merger will necessitate compliance with standard regulatory approvals, including antitrust reviews, ensuring that the transaction does not violate competition laws. HBT’s common stock is traded on the Nasdaq under the symbol “HBT,” while CNB’s stock is quoted on the OTCQX under “CNBN.”

The expected close of the merger comes after shareholder approvals, with the definitive timeline hinging on the successful vote at the upcoming special meeting. As such, HBT and CNB are moving towards a promising consolidation that may reshape their operational landscape and drive shareholder value in the near future.