HBT Financial Inc美股招股说明书(2025-12-16版)

December 16, 2025 Dear Shareholders of CNB Bank Shares, Inc.: On October20, 2025, CNB Bank Shares, Inc. (“CNB”), HBT Financial, Inc. (“HBT”), and HB-CNBMerger, Inc., a wholly-owned subsidiary of HBT (“MergerCo”), entered into an Agreement and Plan ofMerger (the “merger agreement”) that provides for the merger of CNB with HBT. CNB will hold a specialmeeting of its common shareholders at which the holders of shares of CNB’s common stock, par value$0.05per share (“CNB common stock”), will be asked to vote to adopt the merger agreement and approvethe transactions contemplated thereby, as described in the accompanying proxy statement/prospectus. Under the merger agreement, MergerCo, a newly organized company which is wholly-owned by HBT,will merge with and into CNB, with CNB as the surviving entity, and as a result, CNB will become awholly-owned subsidiary of HBT (the “merger”). Immediately following the merger, CNB will merge withand into HBT, with HBT as the surviving entity, thereby ending the separate corporate existence of CNB(the “intermediate merger”). In addition, subsequent to the intermediate merger and at a time to bedetermined by HBT, CNB Bank & Trust, N.A., a nationally-chartered bank and a wholly-owned subsidiaryof CNB (“CNB Bank”), will merge with and into Heartland Bank and Trust Company, an Illinois state-chartered bank and a wholly-owned subsidiary of HBT (“Heartland Bank”), with Heartland Bank continuingas the surviving bank (the “bank merger”). Upon the terms and subject to the conditions of the merger agreement, upon completion of the merger,each share of CNB common stock outstanding immediately prior to the effective time of the merger will beconverted into the right to receive, at the option of each CNB shareholder, one of the following (“mergerconsideration”): (i)1.0434 duly authorized, validly issued, fully paid and non-assessable shares of HBTcommon stock, par value $0.01 per share (“stock consideration”), (ii)cash in the amount of $27.73 (“cashconsideration”) or (iii)a combination of cash consideration and stock consideration (“mixedconsideration”), in each case subject to adjustment and to the election and proration procedures as providedin the merger agreement. In lieu of any fractional shares of HBT common stock, holders of CNB commonstock will receive cash. If you elect to receive a combination of stock and cash for your shares of CNBcommon stock, you will receive 1.0434 shares of HBT common stock for each CNB share converted intostock and $27.73 in cash for each CNB share converted into cash. Each shareholder election will be subject to a proration mechanism based on the elections of otherCNB shareholders. On an aggregate basis, the cash to be received by CNB shareholders will equal asclosely as possible $33,830,958 (the “aggregate cash consideration”) and the number of shares of HBTcommon stock to be received by CNB shareholders will equal as closely as possible 5,513,480 shares (the“aggregate stock consideration”). Holders of CNB common stock that do not make a valid election will betreated as having elected to receive the cash consideration or the stock consideration in accordance with theproration methodology described in the merger agreement. The final allocation of merger consideration will not be determined until after the date of the specialmeeting. Therefore, at the time of the special meeting, you will not know the actual breakdown of cash and stockyou will receive or the precise value of your merger consideration. Holders of CNB capital stock should note that the value of the HBT common stock to be received byholders of CNB capital stock in the merger will fluctuate based on the trading price of HBT common stock.HBT common stock trades on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “HBT.” CNBcommon stock is quoted on the OTCQX under the symbol “CNBN.” Based on the closing price of HBT common stock as reported on Nasdaq of $23.60 as of October17,2025, the trading day immediately preceding the public announcement of the merger, the implied value ofthe stock consideration was approximately $130.1million, and the implied aggregate transaction value wasapproximately $165.4million, or approximately $170.2million based on HBT’s 15-day volume weightedaverage stock price of $24.44 as of such date. Based on the closing price of HBT common stock as reportedon Nasdaq of $26.99 as of December15, 2025, the latest practicable date before the date of this proxystatement/prospectus, the implied value of the stock consideration was approximately $148.8 million, andthe implied aggregate transaction value was approximately $184.8 million. Based on the number of shares of HBT common stock to be issued in connection with the merger,holders of shares of CNB capital stock as of immediately prior to the closing of the merger are expected tohold, in the aggregate, approximately 15% of the issued and outstanding shares of HBT common stockimmediately following the effectiv