EX-99.2 4 hbt-20260302ex992.htm EX-99.2 Document

EXHIBIT 99.2


UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following tables show unaudited pro forma condensed combined financial information about the financial condition and results of operations of HBT Financial, Inc. (“HBT Financial”), including per share data, after giving effect to the merger (the “Transaction”) with CNB Bank Shares, Inc. (“CNB”) and other pro forma adjustments.
The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on December 31, 2025. The unaudited pro forma condensed combined income statement for the year ended December 31, 2025 gives effect to the Transaction as if the Transaction had become effective on January 1, 2025. Certain reclassifications were made to conform the historical financial statement presentations of CNB to HBT Financial.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the period presented. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue or other potential financial benefits of the Transaction. In addition, the fair value adjustments are estimates as of the date hereof and are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.
The unaudited pro forma condensed combined financial statements should be read together with:
The accompanying notes to the unaudited pro forma condensed combined financial information;
HBT Financial’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025 included in HBT Financial’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 6, 2026; and
CNB’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025 included as an exhibit to this report.
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Unaudited Pro Forma Condensed Combined Balance Sheet
(dollars in thousands, except per share data)

December 31, 2025
HBT FinancialCNBPro Forma
Adjustments
ReferencePro Forma
Combined
Assets
Cash and cash equivalents$122,269 $23,228 $(33,837)A$111,660 
Debt securities available-for-sale813,101 365,520 (1,193)B1,177,428 
Debt securities held-to-maturity458,746 — — 458,746 
Loans held for sale1,263 883 — 2,146 
Loans, before allowance for credit losses3,456,209 1,322,001 (10,790)C4,767,420 
Allowance for credit losses(41,690)(15,169)(4,788)D(61,647)
Loans, net of allowance for credit losses3,414,519 1,306,832 (15,578)4,705,773 
Bank owned life insurance24,660 12,796 — 37,456 
Bank premises and equipment, net73,642 16,694 (549)E89,787 
Foreclosed assets1,126 — — 1,126 
Goodwill59,820 21,416 3,166 F84,402 
Intangible assets, net15,117 1,169 29,563 G45,849 
Mortgage servicing rights16,944 355 2,593 H19,892 
Other assets70,183 48,612 (3,067)I, J115,728 
Total assets$5,071,390 $1,797,505 $(18,902)$6,849,993 
Liabilities
Deposits:
Noninterest-bearing$1,049,043 $266,913 $— $1,315,956 
Interest-bearing3,310,220 1,222,648 1,541 K4,534,409 
Total deposits4,359,263 1,489,561 1,541 5,850,365 
Securities sold under agreements to repurchase— 36,468 — 36,468 
Other borrowings12,301 73,950 889 L87,140 
Junior subordinated debentures52,909 — — 52,909 
Other liabilities31,419 27,079 12,364 M, N70,862 
Total liabilities4,455,892 1,627,058 14,794 6,097,744 
Stockholders' Equity
Preferred stock— 19,352 (19,352)O— 
Common stock329 289 (234)O384 
Surplus298,548 17,457 130,718 O446,723 
Retained earnings367,163 166,085 (177,564)N, O355,684 
Accumulated other comprehensive loss(23,018)(26,913)26,913 O(23,018)
Treasury stock at cost(27,524)(5,823)5,823 O(27,524)
Total stockholders' equity615,498 170,447 (33,696)752,249 
Total liabilities and stockholders’ equity$5,071,390 $1,797,505 $(18,902)$6,849,993 
Book value per share$19.58 $26.30 $20.37 
Shares of common stock outstanding31,431,924 5,506,360 (8,229)P36,930,055 
See Notes to Unaudited Pro Forma Condensed Combined Balance Sheet
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Unaudited Pro Forma Condensed Combined Statement of Income
(dollars in thousands, except per share data)

Year Ended December 31, 2025
HBT FinancialCNBPro Forma
Adjustments
ReferencePro Forma
Combined
Interest income$255,784 $96,162 $9,533 Q, R$361,479 
Interest expense56,889 34,797 (1,985)S, T89,701 
Net interest income198,895 61,365 11,518 271,778 
Provision for credit losses3,161 1,331 — 4,492 
Net interest income after provision for credit losses195,734 60,034 11,518 267,286 
Noninterest income38,190 12,612 — 50,802 
Noninterest expense129,418 49,863 20,577 U, V, W199,858 
Income before income tax expense104,506 22,783 (9,059)118,230 
Income tax expense27,498 6,353 (2,337)X31,514 
Net income$77,008 $16,430 $(6,722)$86,716 
Earnings per share - Basic$2.44 $2.89 $2.34 
Earnings per share - Diluted$2.44 $2.54 $2.34 
Weighted average shares outstanding for basic earnings per share31,502,351 5,433,837 64,294 Y37,000,482 
Weighted average shares outstanding for diluted earnings per share31,611,304 6,460,663 (962,532)Y37,109,435 
See Notes to Unaudited Pro Forma Condensed Combined Statement of Income
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NOTE 1 BASIS OF PRESENTATION
HBT Financial completed its merger with CNB on March 1, 2026. The merger is accounted for under the acquisition method of accounting and, accordingly the assets and liabilities of CNB, presented in this unaudited pro forma condensed combined financial information have been adjusted to their fair values based upon conditions as of the merger date and as if the merger had been effective on December 31, 2025 for the unaudited pro forma condensed combined balance sheet and on January 1, 2025 for the unaudited pro forma condensed combined income statement.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the period presented. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue or other potential financial benefits of the merger. The fair value adjustments are estimates as of the date hereof and are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.
NOTE 2 PURCHASE PRICE
Pursuant to the merger agreement, shares of CNB common stock, in the aggregate, were exchanged for 5,498,131 shares of HBT Financial common stock and $33.8 million in cash. Based upon the closing price of HBT Financial common stock of $26.96 on February 27, 2026, this represents total consideration of $182.1 million.
NOTE 3 PRO FORMA ADJUSTMENTS TO UNAUDITED CONDENSED COMBINED FINANCIAL INFORMATION
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. The fair value adjustments are estimates as of the date hereof and are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.
Balance Sheet Adjustments
A.Adjustment to cash to reflect the estimated cash component of the merger consideration of   $33.8 million.
B.Adjustment to CNB’s debt securities to reflect the estimated fair value.
C.Adjustment to CNB’s loans to reflect the estimated fair value.
D.To eliminate CNB’s historical allowance for credit losses and record a $20.0 million allowance for credit losses. HBT Financial adopted Accounting Standards Update (“ASU”) 2025-08, Financial Instruments (Topic 326): Purchased Loans on January 1, 2026. ASU 2025-08 expands the population of acquired financial assets subject to the gross-up approach in Topic 326. Loans (excluding credit cards) acquired without credit deterioration and deemed "seasoned" are purchased seasoned loans and accounted for using the gross-up approach at acquisition. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned.
E.Adjustment to CNB’s bank premises and equipment to reflect the estimated fair value.

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F.To eliminate CNB’s historical goodwill and record goodwill of $24.6 million resulting from the difference between the purchase price and identifiable net assets as follows (dollars in thousands):
Purchase price allocation
Cash$33,837 
HBT Financial common stock (based on closing price of $26.96 on February 27, 2026)148,230 
Pro forma purchase price182,067 
Allocated to:
Historical book value of CNB's assets and liabilities170,447 
Elimination of CNB's historical allowance for credit losses15,169 
Elimination of CNB's historical goodwill(21,416)
Elimination of CNB's historical intangible assets(1,169)
Fair value adjustments:
Debt securities(1,193)
Loans(10,790)
Allowance for credit losses(19,957)
Bank premises and equipment(549)
Core deposit intangible asset26,983 
Customer relationship intangible asset3,749 
Mortgage servicing rights2,593 
Other assets220 
Time deposits(1,541)
FHLB advances(889)
Other liabilities(885)
Deferred taxes(3,287)
Preliminary pro forma goodwill$24,582 
G.To eliminate CNB’s historical intangible assets, record core deposit intangible asset of $27.0 million, and record customer relationship intangible asset related to the wealth management department of $3.7 million.
H.Adjustment to CNB’s mortgage servicing rights to reflect the estimated fair value.
I.Adjustment to CNB’s equity securities of $0.1 million and lease right of use asset of $0.1 million to reflect the estimated fair value.
J.Adjustment to net deferred tax assets to reflect tax effects of the purchase accounting adjustments at an estimated tax rate of 28%.
K.Adjustment to CNB’s time deposits to reflect the estimated fair value.
L.Adjustment to CNB’s FHLB advances to reflect the estimated fair value.
M.Adjustment to CNB’s allowance for credit losses on unfunded commitments of $0.9 million and lease contract liability of $18 thousand.
N.To record $15.7 million of acquisition expenses ($11.5 million after tax) incurred by HBT Financial subsequent to December 31, 2025, and to reflect impact of related adjustment to taxes payable at an estimated tax rate of 28%.
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O.To reflect the conversion of CNB’s preferred stock to common stock, the elimination of CNB’s stockholders’ equity of $170.4 million, and the issuance of approximately 5,498,131 shares of HBT Financial common stock.
P.Adjustments to common shares outstanding to eliminate the shares of CNB common stock outstanding and to record the HBT Financial common stock issued.
Income Statement Adjustments
Q.To record estimated discount accretion on CNB’s loan portfolio over 7 years using the sum-of-the-years’ digits method.
R.To record estimated discount accretion on CNB’s securities portfolio over 5 years using the straight-line method.
S.To record estimated premium amortization expense on CNB’s time deposits over 1 year using the straight-line method.
T.To record estimated premium amortization expense on CNB’s FHLB advances over 2 years using the straight-line method.
U.To record estimated amortization expense on the core deposit intangible asset over 10 years using the sum-of-the-years’ digits method.
V.To record estimated amortization expense on the wealth management customer intangible asset over 10 years using the straight-line method.
W.To record $15.7 million of acquisition expenses incurred by HBT Financial subsequent to December 31, 2025.
X.To record tax effects of the CNB pro forma adjustments and acquisition expenses at an estimated tax rate of 28%.
Y.Adjustments to weighted average shares outstanding to eliminate the shares of CNB common stock outstanding and to record the HBT Financial common stock issued.
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