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Item 9A. Controls and Procedures

2024-03-06 compared with 2023-03-08 · 40 added, 40 removed, 90 unchanged (47% of the section changed)

20 unchanged sentences

OTHER INFORMATION

During the fiscal quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer and relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K by posting such information on our website, ir.hbtfinancial.com.

All other information required by this item is incorporated by reference to the information set forth in our Definitive Proxy Statement for our 2023 Annual Meeting of Stockholders (the “Definitive Proxy Statement”), which we expect to file with the SEC within 120 days after our fiscal year end.

All other information required by this item is set forth under the captions “Proposal 1—Election of Directors,” “Board of Directors, Board Meetings and Committees,” “Stock Ownership Matters,” and “Executive Officers” in the Company’s Definitive Proxy Statement for the 2024 Annual Meeting of Stockholders (the “Definitive Proxy Statement”) and is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by this item will be included in our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end, and is incorporated herein by reference.

All information required by this item is set forth under the caption “Executive Compensation” in the Company’s Definitive Proxy Statement and is herein incorporated by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table summarizes information as of December 31, 2023 relating to our equity compensation plans pursuant to which grants of options, restricted stock or other rights to acquire shares may be granted from time to time.

Plan Category

Number of Securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-Average exercise price of outstanding options, warrants and rights

Plan Category Number of Securities to be issued upon exercise of outstanding options, warrants and rights

(A) Weighted-Average exercise price of outstanding options, warrants and rights

Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) (C)

Equity compensation plans approved by security holders 246,805 (1)

$ — 1,477,419

Equity compensation plans not approved by security holders — — —

Total 246,805 $ — 1,477,419

__________________________________

(1) Balance reflects the assumed payout of outstanding performance restricted stock units awards at maximum level and outstanding restricted stock unit awards.

1 unchanged sentence

Because there are no outstanding awards that have exercise prices, no weighted-average exercise price is provided in this column.

All other information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

All information required by this item is set forth under the caption “Stock Ownership Matters—Security Ownership of Management and Certain Beneficial Owners” in the Company’s Definitive Proxy Statement and is herein incorporated by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

All information required by this item is set forth under the caption “Certain Relationships and Related Party Transactions” in the Company’s Definitive Proxy Statement and is herein incorporated by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

All information required by this item is set forth under the caption “Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm” in the Company’s Definitive Proxy Statement and is herein incorporated by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

See Index to Consolidated Financial Statements on page 84.

Financial Statement Schedule

(a)(1).See Index to Consolidated Financial Statements on page 76 .

(a)(2).Financial Statement Schedule

All financial statement schedules are omitted because they are either not applicable or not required, or because the required information is included in the Consolidated Financial Statements or the Notes thereto included in Part II, Item 8.

Agreement and Plan of Merger between HBT Financial, Inc., HB-T&C Merger, Inc.

and Town and Country Financial Corporation dated August 23, 2022 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 23, 2022).

(a)(3).Exhibits

3.1 Restated Certificate of Incorporation of HBT Financial, Inc.

9 unchanged sentences

10.2 Registration Rights Agreement, dated as of October 16, 2019, by and among the Company and the stockholders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Commission on November 20, 2019).

Subordinated Note Purchase Agreement, dated September 3, 2020, by and among HBT Financial, Inc.

and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on September 3, 2020).

10.3 § HBT Financial, Inc.

8 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 18, 2022).

Transition Agreement by and among HBT Financial, Inc., Heartland Bank and Trust Company and Matthew J.

Doherty, dated as of August 17, 2022.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on August 18, 2022).

10.8 § Amendment to Amended and Restated Employment Agreement, dated November 18, 2022, by and among HBT Financial, Inc., Heartland Bank and Trust Company and Patrick F.

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10.14 § Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 11, 2022).

Form of Performance Restricted Stock Unit Award Agreement.

10.15 § Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 8 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 8 , 202 3 ) .

10.16 § Amendment to Amended and Restated Employment Agreement, dated March 31, 2023, by and among HBT Financial, Inc., Heartland Bank and Trust Company and Fred L.

Drake (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 3, 2023).

10.17 § Amendment to Amended and Restated Employment Agreement, dated March 31, 2023, by and among HBT Financial, Inc., Heartland Bank and Trust Company and J.

Lance Carter (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on April 3, 2023).

21.1 * Subsidiaries of the Registrant.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

iXBRL Instance Document.

iXBRL Taxonomy Extension Schema Document.

iXBRL Taxonomy Extension Calculation Linkbase Document.

iXBRL Taxonomy Extension Label Linkbase Document.

iXBRL Taxonomy Extension Presentation Linkbase Document.

iXBRL Taxonomy Extension Definition Linkbase Document.

97.1 * Incentive Compensation Clawback Policy

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

__________________________________

* Filed herewith.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chairman and Chief Executive Officer

March 8, 2023

(Principal executive officer)

Executive Vice President and Chief Financial

March 8, 2023

Officer (Principal financial officer and principal

accounting officer)

March 8, 2023

Signature Title Date

Lance Carter President, Chief Executive Officer, and Director March 6, 2024

Lance Carter (Principal executive officer)

Chapman Executive Vice President and Chief Financial Officer March 6, 2024

Chapman (Principal financial officer and principal accounting officer)

Drake Executive Chairman and Director March 6, 2024

Baker Director March 6, 2024

Alvin Bowman Director March 6, 2024

Burwell Director March 6, 2024

/s/ Patrick F.

March 8, 2023

President, Chief Operating Officer and Director

March 8, 2023

Busch Director March 6, 2024

Drake Director March 6, 2024

Koch Director March 6, 2024

/s/ Gerald E.

March 8, 2023

Pfeiffer Director March 6, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures