HBT Financial, Inc. (NASDAQ: HBT) announced a definitive agreement to acquire CNB Bank Shares, Inc. (OTC: CNBN) in a cash-and-stock deal valued at roughly $170.2 million, marking a significant strategic expansion in the community banking space. The transaction reflects HBT’s disciplined growth model and highlights continued consolidation among Midwest-based financial institutions.
The merger, expected to close in the first quarter of 2026, will create a combined company with about $6.9 billion in total assets, $4.7 billion in loans, and $5.9 billion in deposits. Post-closing, the new banking entity will operate 84 branches throughout Illinois, eastern Iowa, and Missouri—furthering HBT’s regional diversification across key metropolitan markets, including Chicago and St. Louis.
Transaction Structure and Valuation
Under the terms of the agreement, CNBN shareholders can elect to receive 1.0434 shares of HBT stock, $27.73 in cash per share, or a mix of both, subject to allocation limits. Based on HBT’s 15-day volume weighted average price of $24.44 as of October 17, 2025, the transaction equates to an implied purchase price of $25.92 per CNBN share. Upon completion, former CNBN shareholders will collectively own roughly 15% of HBT’s outstanding common stock.
The deal’s all-in valuation represents a prudent premium relative to CNBN’s recent trading levels while allowing HBT to fund the acquisition through a balanced consideration structure. The merger’s financial terms suggest a price-to-tangible book ratio in the 1.45x–1.55x range, consistent with recent peer transactions in the community banking sector.
Strategic Rationale and Market Outlook
For HBT, the acquisition deepens its deposit base in central Illinois and expands its reach into higher-growth urban corridors. It also enhances scale—both economically and operationally—adding efficiency to product distribution and technology deployment. CNB’s strong commercial loan portfolio and stable funding mix are expected to complement HBT’s disciplined credit culture, supporting accretive earnings growth post-integration.
Management expects the transaction to be additive to HBT’s earnings per share within the first full year after closing, with modest tangible book value dilution that can be earned back within a reasonable timeframe. The company’s strong capital position and consistent profitability metrics provide flexibility to absorb integration costs and offset potential short-term pressures.
On CNBN’s side, the merger offers shareholders liquidity through the NASDAQ-listed HBT stock and participation in a larger, more diversified Midwestern franchise. The combination should also benefit CNB’s customers through expanded product offerings and access to broader operational resources.
Leadership and Governance
To maintain local continuity, HBT has agreed to appoint CNBN directors James T. Ashworth and Nancy Ruyle to the boards of HBT Financial and Heartland Bank and Trust Company. The alignment of leadership under HBT’s community-first philosophy is expected to ease cultural integration—a critical factor in regional bank mergers.
Bottom Line
HBT’s acquisition of CNB Bank Shares continues its steady M&A track record, marking its eleventh transaction since 2007. By combining two relationship-focused institutions with complementary footprints, the deal strengthens HBT’s positioning in an increasingly competitive small and mid-cap financial landscape. For investors, it reinforces HBT’s strategy of measured expansion and capital discipline, positioning the company for sustainable earnings growth across Midwest markets.
