HBT Financial, Inc. 8-K

What Happened

• HBT Financial, Inc. announced on March 11, 2026 that it sold $85.0 million aggregate principal amount of 5.75% Fixed-to-Floating Rate Subordinated Notes due 2036 in a private placement to institutional accredited investors and qualified institutional buyers. The Notes were issued at par and the company plans to use net proceeds for general corporate purposes, which may include potential share repurchases.

Key Details

• Issue size: $85.0 million principal; issued March 11, 2026; maturity March 15, 2036.
• Interest: 5.75% fixed per year from March 11, 2026 through March 14, 2031; thereafter resets quarterly to three‑month term SOFR (or a replacement rate) + 233 basis points.
• Redemption: Not redeemable at holder option; company may redeem in whole (but not in part) prior to March 15, 2031 only in limited circumstances; on/after March 15, 2031 may redeem in whole or in part at 100% of principal plus accrued interest.
• Status and use: Unsecured, subordinated obligations intended to qualify as Tier 2 regulatory capital; issued in a private placement under Section 4(a)(2) and Rule 506(b). The company entered a Registration Rights Agreement to allow an exchange of the notes for registered notes and to provide for potential additional interest if registration obligations are not met.

Why It Matters

• This transaction raises $85 million of subordinated capital for HBT, strengthening regulatory capital (Tier 2) and providing funding the company can use for corporate needs including possible share repurchases. The fixed-to-floating structure means investors receive a fixed coupon for five years, then a floating rate tied to SOFR plus a spread, which affects the company’s future interest expense if the notes are outstanding after 2031. The notes rank junior to senior debt and are unsecured, so they do not dilute equity but do add subordinated debt to the balance sheet.