HBT Financial, Inc. 10-Q

hbt-20240630 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to Commission file number: 001-39085 HBT Financial, Inc. (Exact name of registrant as specified in its charter) Delaware 37-1117216 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 401 North Hershey Rd Bloomington , Illinois 61704 ( 309 ) 662-4444 (Address of principal executive offices, including zip code) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share HBT The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company x Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x As of July 24, 2024, there were 31,559,366 shares outstanding of the registrant’s common stock, $0.01 par value. Table of Contents TABLE OF CONTENTS HBT Financial, Inc. Page PART I. FINANCIAL INFORMATION 3 Item 1. Consolidated Financial Statements 3 Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Comprehensive Income 5 Consolidated Statement of Changes in Stockholders’ Equity 6 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 57 Item 3. Quantitative and Qualitative Disclosures about Market Risk 93 Item 4. Controls and Procedures 95 PART II. OTHER INFORMATION 96 Item 1. Legal Proceedings 96 Item 1A. Risk Factors 96 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities 96 Item 3. Defaults Upon Senior Securities 96 Item 4. Mine Safety Disclosures 96 Item 5. Other Information 97 Item 6. Exhibits 97 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Quarterly Report are forward-looking statements. Forward-looking statements may include statements relating to our plans, strategies and expectations, near-term loan growth, net interest margin, mortgage banking profits, wealth management fees, expenses, asset quality, capital levels, continued earnings, and liquidity. Forward-looking statements are generally identifiable by use of the words "believe," "may," "will," "should," "could," "expect," "estimate," "intend," "anticipate," "project," "plan" or similar expressions. Forward-looking statements are frequently based on assumptions that may or may not materialize and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could cause actual results to differ materially from the results anticipated or projected and which could materially and adversely affect our operating results, financial condition or prospects include, but are not limited to: • the strength of the local, state, national, and international economies (including effects of inflationary pressures and supply chain constraints); • the economic impact of any future terrorist threats and attacks, widespread disease or pandemics, acts of war or other threats thereof (including the Israeli-Palestinian conflict and the Russian invasion of Ukraine), or other adverse external events that could cause economic deterioration or instability in credit markets, and the response of the local, state and national governments to any such adverse external events; • changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board; • changes in state and federal laws, regulations and governmental policies concerning the Company’s general business and any changes in response to the failures of other banks or as a result of the upcoming 2024 presidential election; • changes in interest rates and prepayment rates of the Company’s assets (including the effects of sustained, elevated interest rates); • increased competition in the financial services sector, including from non-bank competitors such as credit unions and “fintech” companies, and the inability to attract new customers; • changes in technology and the ability to develop and maintain secure and reliable electronic systems; • unexpected results of acquisitions, which may include failure to realize the anticipated benefits of acquisitions and the possibility that transaction costs may be greater than anticipated; • the loss of key executives or employees; • changes in consumer spending; • unexpected outcomes of existing or new litigation involving the Company; • the economic impact of exceptional weather occurrences such as tornadoes, floods and blizzards; • fluctuations in the value of securities held in our securities portfolio; • concentrations within our loan portfolio (including commercial real estate loans), large loans to certain borrowers, and large deposits from certain clients above current FDIC limits who may withdraw deposits to diversify their exposure; • the level of non-performing assets on our balance sheets; • interruptions involving our information technology and communications systems or third-party servicers; • breaches or failures of our information security controls or cybersecurity-related incidents; • our asset quality and any loan charge-offs; • the effects of changes in interest rates on our net interest income, net interest margin, our investments, our loan originations, and our modeling estimates relating to interest rate changes; • our access to sources of liquidity and capital to address our liquidity needs; • our inability to receive dividends from the Bank, pay dividends to our common stockholders or satisfy obligations as they become due; • the effects of problems encountered by other financial institutions; • our ability to achieve organic loan and deposit growth and the composition of such growth; • our ability to successfully develop and commercialize new or enhanced products and services; • current and future business, economic and market conditions in the United States ("U.S.") generally or in the States of Illinois and Iowa in particular; • the geographic concentration of our operations in the States of Illinois and Iowa; • our ability to attract and retain customer deposits; • our ability to maintain the Bank’s reputation; 1 Table of Contents • possible impairment of our goodwill and other intangible assets; • the effectiveness of our risk management and internal disclosure controls and procedures; • market perceptions associated with certain aspects of our business; • our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; • our success at managing the risks involved in the foregoing items; and • the factors discussed in "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" or elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange (“SEC”) Commission on March 6, 2024. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. We do not undertake any obligation to update any forward-looking statement in the future, or to reflect circumstances and events that occur after the date on which the forward-looking statement was made. 2 Table of Contents PART I. FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS HBT FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (dollars in thousands, except per share data) June 30, 2024 December 31, 2023 ASSETS Cash and due from banks $ 22,604 $ 26,256 Interest-bearing deposits with banks 172,636 114,996 Cash and cash equivalents 195,240 141,252 Interest-bearing time deposits with banks 520 509 Debt securities available-for-sale, at fair value 669,055 759,461 Debt securities held-to-maturity (fair value of $ 453,753 at 2024 and $ 466,496 at 2023) 512,549 521,439 Equity securities with readily determinable fair value 3,228 3,360 Equity securities with no readily determinable fair value 2,613 2,505 Restricted stock, at cost 5,086 7,160 Loans held for sale 858 2,318 Loans, before allowance for credit losses 3,385,483 3,404,417 Allowance for credit losses ( 40,806 ) ( 40,048 ) Loans, net of allowance for credit losses 3,344,677 3,364,369 Bank owned life insurance 24,235 23,905 Bank premises and equipment, net 65,711 65,150 Bank premises held for sale 317 — Foreclosed assets 320 852 Goodwill 59,820 59,820 Intangible assets, net 19,262 20,682 Mortgage servicing rights, at fair value 18,984 19,001 Investments in unconsolidated subsidiaries 1,614 1,614 Accrued interest receivable 22,425 24,534 Other assets 59,685 55,239 Total assets $ 5,006,199 $ 5,073,170 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits: Noninterest-bearing $ 1,045,697 $ 1,072,407 Interest-bearing 3,272,996 3,329,030 Total deposits 4,318,693 4,401,437 Securities sold under agreements to repurchase 29,330 42,442 Federal Home Loan Bank advances 13,734 12,623 Subordinated notes 39,514 39,474 Junior subordinated debentures issued to capital trusts 52,819 52,789 Other liabilities 42,640 34,909 Total liabilities 4,496,730 4,583,674 COMMITMENTS AND CONTINGENCIES (Note 14) Stockholders' Equity Preferred stock, $ 0.01 par value; 25,000,000 shares authorized; none issued or outstanding — — Common stock, $ 0.01 par value; 125,000,000 shares authorized; shares issued of 32,827,039 at 2024 and 32,730,698 at 2023; shares outstanding of 31,559,366 at 2024 and 31,695,828 at 2023 328 327 Surplus 296,430 295,877 Retained earnings 290,386 269,051 Accumulated other comprehensive income (loss) ( 54,656 ) ( 57,163 ) Treasury stock at cost, 1,267,673 shares at 2024 and 1,034,870 at 2023 ( 23,019 ) ( 18,596 ) Total stockholders’ equity 509,469 489,496 Total liabilities and stockholders’ equity $ 5,006,199 $ 5,073,170 See accompanying Notes to Consolidated Financial Statements (Unaudited) 3 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands, except per share data) 2024 2023 2024 2023 INTEREST AND DIVIDEND INCOME Loans, including fees: Taxable $ 52,177 $ 47,149 $ 104,103 $ 89,308 Federally tax exempt 1,097 1,040 2,191 1,992 Securities: Taxable 6,386 6,518 12,636 13,134 Federally tax exempt 521 1,162 1,118 2,359 Interest-bearing deposits in bank 2,570 781 4,522 1,520 Other interest and dividend income 73 118 215 234 Total interest and dividend income 62,824 56,768 124,785 108,547 INTEREST EXPENSE Deposits 14,133 4,323 27,726 6,697 Securities sold under agreements to repurchase 129 34 281 72 Borrowings 121 2,189 246 3,486 Subordinated notes 469 469 939 939 Junior subordinated debentures issued to capital trusts 944 881 1,877 1,644 Total interest expense 15,796 7,896 31,069 12,838 Net interest income 47,028 48,872 93,716 95,709 PROVISION FOR CREDIT LOSSES 1,176 ( 230 ) 1,703 5,980 Net interest income after provision for credit losses 45,852 49,102 92,013 89,729 NONINTEREST INCOME Card income 2,885 2,905 5,501 5,563 Wealth management fees 2,623 2,279 5,170 4,617 Service charges on deposit accounts 1,902 1,919 3,771 3,790 Mortgage servicing 1,111 1,254 2,166 2,353 Mortgage servicing rights fair value adjustment ( 97 ) 141 ( 17 ) ( 483 ) Gains on sale of mortgage loans 443 373 741 649 Realized gains (losses) on sales of securities — — ( 3,382 ) ( 1,007 ) Unrealized gains (losses) on equity securities ( 96 ) 7 ( 112 ) ( 15 ) Gains (losses) on foreclosed assets ( 28 ) ( 97 ) 59 ( 107 ) Gains (losses) on other assets — 109 ( 635 ) 109 Income on bank owned life insurance 166 147 330 262 Other noninterest income 701 877 1,644 1,620 Total noninterest income 9,610 9,914 15,236 17,351 NONINTEREST EXPENSE Salaries 16,364 16,660 33,021 36,071 Employee benefits 2,860 2,707 5,665 5,042 Occupancy of bank premises 2,243 2,785 4,825 4,887 Furniture and equipment 548 809 1,098 1,468 Data processing 2,606 2,883 5,531 7,206 Marketing and customer relations 996 1,359 1,992 2,195 Amortization of intangible assets 710 720 1,420 1,230 FDIC insurance 565 630 1,125 1,193 Loan collection and servicing 475 348 927 626 Foreclosed assets 10 97 59 158 Other noninterest expense 3,132 4,975 6,114 9,830 Total noninterest expense 30,509 33,973 61,777 69,906 INCOME BEFORE INCOME TAX EXPENSE 24,953 25,043 45,472 37,174 INCOME TAX EXPENSE 6,883 6,570 12,144 9,493 NET INCOME $ 18,070 $ 18,473 $ 33,328 $ 27,681 EARNINGS PER SHARE - BASIC $ 0.57 $ 0.58 $ 1.05 $ 0.88 EARNINGS PER SHARE - DILUTED $ 0.57 $ 0.58 $ 1.05 $ 0.88 WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING 31,579,457 31,980,133 31,621,205 31,481,439 See accompanying Notes to Consolidated Financial Statements (Unaudited) 4 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 NET INCOME $ 18,070 $ 18,473 $ 33,328 $ 27,681 OTHER COMPREHENSIVE INCOME (LOSS) Unrealized gains (losses) on debt securities available-for-sale 1,524 ( 12,638 ) ( 731 ) ( 1,195 ) Reclassification adjustment for losses on sale of debt securities available-for-sale realized in income — 200 3,382 1,807 Reclassification adjustment for amortization of net unrealized losses on debt securities transferred to held-to-maturity 488 475 989 965 Unrealized gains on derivative instruments 14 201 78 161 Reclassification adjustment for net settlements on derivative instruments ( 118 ) ( 109 ) ( 250 ) ( 203 ) Total other comprehensive income (loss), before tax 1,908 ( 11,871 ) 3,468 1,535 Income tax expense (benefit) 516 ( 3,384 ) 961 438 Total other comprehensive income (loss) 1,392 ( 8,487 ) 2,507 1,097 TOTAL COMPREHENSIVE INCOME $ 19,462 $ 9,986 $ 35,835 $ 28,778 See accompanying Notes to Consolidated Financial Statements (Unaudited) 5 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Common Stock Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (dollars in thousands, except per share data) Shares Outstanding Amount Surplus Retained Earnings Treasury Stock Balance, March 31, 2024 31,612,888 $ 328 $ 296,054 $ 278,353 $ ( 56,048 ) $ ( 22,006 ) $ 496,681 Net income — — — 18,070 — — 18,070 Other comprehensive income — — — — 1,392 — 1,392 Stock-based compensation — — 376 — — — 376 Repurchase of common stock ( 53,522 ) — — — — ( 1,013 ) ( 1,013 ) Cash dividends and dividend equivalents ($ 0.19 per share) — — — ( 6,037 ) — — ( 6,037 ) Balance, June 30, 2024 31,559,366 $ 328 $ 296,430 $ 290,386 $ ( 54,656 ) $ ( 23,019 ) $ 509,469 Balance, March 31, 2023 32,095,370 $ 327 $ 294,441 $ 228,782 $ ( 62,175 ) $ ( 11,277 ) $ 450,098 Net income — — — 18,473 — — 18,473 Other comprehensive loss — — — — ( 8,487 ) — ( 8,487 ) Stock-based compensation — — 434 — — — 434 Repurchase of common stock ( 229,502 ) — — — — ( 4,188 ) ( 4,188 ) Cash dividends and dividend equivalents ($ 0.17 per share) — — — ( 5,478 ) — — ( 5,478 ) Balance, June 30, 2023 31,865,868 $ 327 $ 294,875 $ 241,777 $ ( 70,662 ) $ ( 15,465 ) $ 450,852 See accompanying Notes to Consolidated Financial Statements (Unaudited) 6 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED) (Unaudited) Common Stock Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (dollars in thousands, except per share data) Shares Outstanding Amount Surplus Retained Earnings Treasury Stock Balance, December 31, 2023 31,695,828 $ 327 $ 295,877 $ 269,051 $ ( 57,163 ) $ ( 18,596 ) $ 489,496 Cumulative effect of change in accounting principle (ASU 2023-02) — — — 116 — — 116 Net income — — — 33,328 — — 33,328 Other comprehensive income — — — — 2,507 — 2,507 Stock-based compensation — — 885 — — — 885 Issuance of common stock upon vesting of restricted stock units, net of tax withholdings 96,341 1 ( 332 ) — — — ( 331 ) Repurchase of common stock ( 232,803 ) — — — — ( 4,423 ) ( 4,423 ) Cash dividends and dividend equivalents ($ 0.38 per share) — — — ( 12,109 ) — — ( 12,109 ) Balance, June 30, 2024 31,559,366 $ 328 $ 296,430 $ 290,386 $ ( 54,656 ) $ ( 23,019 ) $ 509,469 Balance, December 31, 2022 28,752,626 $ 293 $ 222,783 $ 232,004 $ ( 71,759 ) $ ( 9,689 ) $ 373,632 Cumulative effect of change in accounting principle (ASU 2016-13) — — — ( 6,922 ) — — ( 6,922 ) Net income — — — 27,681 — — 27,681 Other comprehensive income — — — — 1,097 — 1,097 Stock-based compensation — — 951 — — — 951 Issuance of common stock upon vesting of restricted stock units, net of tax withholdings 43,607 — ( 181 ) — — — ( 181 ) Issuance of common stock in Town and Country acquisition 3,378,600 34 71,322 — — — 71,356 Repurchase of common stock ( 308,965 ) — — — — ( 5,776 ) ( 5,776 ) Cash dividends and dividend equivalents ($ 0.34 per share) — — — ( 10,986 ) — — ( 10,986 ) Balance, June 30, 2023 31,865,868 $ 327 $ 294,875 $ 241,777 $ ( 70,662 ) $ ( 15,465 ) $ 450,852 See accompanying Notes to Consolidated Financial Statements (Unaudited) 7 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, (dollars in thousands) 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 33,328 $ 27,681 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 1,462 1,609 Provision for credit losses 1,703 5,980 Net amortization of debt securities 1,998 2,999 Deferred income tax expense 722 802 Stock-based compensation 885 951 Net accretion of discount and deferred loan fees on loans ( 3,572 ) ( 3,378 ) Net realized loss on sales of securities 3,382 1,007 Net unrealized loss on equity securities 112 15 Net loss (gain) on disposals of bank premises and equipment 55 ( 32 ) Net gain on sales of bank premises held for sale — ( 75 ) Impairment losses on bank premises held for sale 580 — Net gain on sales of foreclosed assets ( 95 ) ( 68 ) Write-down of foreclosed assets 36 175 Amortization of intangibles 1,420 1,230 Decrease in mortgage servicing rights 17 483 Amortization of discount and issuance costs on subordinated notes and debentures 70 71 Amortization of discount on Federal Home Loan Bank advances 204 172 Amortization of premium on time deposits ( 57 ) ( 239 ) Mortgage loans originated for sale ( 28,101 ) ( 35,682 ) Proceeds from sale of mortgage loans 30,302 29,729 Net gain on sale of mortgage loans ( 741 ) ( 649 ) Increase in cash surrender value of bank owned life insurance ( 330 ) ( 255 ) Decrease in accrued interest receivable 2,109 2,719 Decrease (increase) in other assets ( 4,937 ) 4,864 Increase (decrease) in other liabilities 6,017 ( 3,978 ) Net cash provided by operating activities 46,569 36,131 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities of interest-bearing time deposits with banks — 249 Purchase of interest-bearing time deposits with banks ( 11 ) — Proceeds from sales of debt securities 66,812 145,844 Proceeds from sales and redemptions of equity securities 58 — Proceeds from paydowns, maturities, and calls of debt securities 58,497 50,540 Purchase of debt securities ( 27,753 ) ( 2,640 ) Purchase of equity securities ( 146 ) ( 345 ) Purchase of loans ( 4,448 ) ( 36,964 ) Net decrease in loans 26,101 51,609 Purchase of restricted stock — ( 11,622 ) Proceeds from redemption of restricted stock 2,074 11,064 Purchases of bank premises and equipment ( 2,975 ) ( 1,495 ) Proceeds from sales of bank premises and equipment — 151 Proceeds from sales of bank premises held for sale — 310 Proceeds from sales of foreclosed assets 965 284 Net cash paid for acquisition of Town and Country — ( 14,454 ) Net cash provided by investing activities 119,174 192,531 See accompanying Notes to Consolidated Financial Statements (Unaudited) 8 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited) Six Months Ended June 30, (dollars in thousands) 2024 2023 CASH FLOWS FROM FINANCING ACTIVITIES Net decrease in deposits ( 82,687 ) ( 142,679 ) Net decrease in repurchase agreements ( 13,112 ) ( 4,352 ) Net increase (decrease) in Federal Home Loan Bank advances 907 ( 69,039 ) Taxes paid related to the vesting of restricted stock units ( 331 ) ( 181 ) Repurchase of common stock ( 4,423 ) ( 5,776 ) Cash dividends and dividend equivalents paid ( 12,109 ) ( 10,986 ) Net cash used in financing activities ( 111,755 ) ( 233,013 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 53,988 ( 4,351 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 141,252 114,159 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 195,240 $ 109,808 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest $ 31,206 $ 11,815 Net cash paid for income taxes $ 9,801 $ 8,997 SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES Transfers of loans to foreclosed assets $ 374 $ 170 Transfers of bank premises and equipment to bank premises held for sale $ 317 $ 35 See accompanying Notes to Consolidated Financial Statements (Unaudited) 9 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – ACCOUNTING POLICIES Basis of Presentation HBT Financial, Inc. (“HBT Financial” or the “Company”) is headquartered in Bloomington, Illinois and is the holding company for Heartland Bank and Trust Company (“Heartland Bank” or the “Bank”). The Bank provides a comprehensive suite of financial products and services to consumers, businesses, and municipal entities throughout Illinois and eastern Iowa. Additionally, the Company is subject to the regulations of certain federal and state agencies and undergoes periodic examinations by those regulatory agencies. The unaudited consolidated financial statements, including the notes thereto, have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) interim reporting requirements. Certain information in footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted pursuant to rules and regulations of the SEC. These interim unaudited consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 6, 2024. The unaudited consolidated financial statements include all normal, recurring adjustments necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year. The Company qualifies as an "emerging growth company" as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act permits emerging growth companies an extended transition period for complying with new or revised accounting standards affecting public companies. The Company may remain an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the completion of our initial public offering, which is December 31, 2024, (2) the last day of the fiscal year in which the Company has $1.235 billion or more in annual revenues, (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (4) the date on which the Company has, during the previous three year period, issued, publicly or privately, more than $1.0 billion in non-convertible debt securities. The Company has elected to use the extended transition period until the Company is no longer an emerging growth company or until the Company chooses to affirmatively and irrevocably opt out of the extended transition period. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements applicable to public companies. Use of Estimates The accompanying consolidated financial statements have been prepared in conformity with GAAP. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported results of operations for the periods then ended. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for credit losses. Low Income Housing Tax Credits The Company holds an ownership interest in a limited liability company, as a limited partner, that invests in affordable housing projects. This investment is designed to generate a return primarily through the realization of federal tax credits and deductions, which may be subject to recapture by taxing authorities if compliance requirements are not met. The Company accounts for its low income housing investments using the proportional amortization method. 10 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The Company’s investment in the qualified affordable housing project meets the definition of a variable interest entity ("VIE") as the entity is structured such that the limited partner investors lack substantive voting rights. The managing member has both the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could be significant to the entity. Accordingly, the Company is not the primary beneficiary and is not required to consolidate this entity. The Company's maximum exposure to loss is limited to the carrying amount of the investment, which was $ 7.3 million as of June 30, 2024. Segment Reporting The Company’s operations consist of one reportable segment. The Company’s chief operating decision maker evaluates the operations of the Company using consolidated information for purposes of allocating resources and assessing performance. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or stockholders’ equity. Subsequent Events In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Impact of Recently Adopted Accounting Standards On January 1, 2024, the Company adopted ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323) . ASU 2023-02 permits an election to use the proportional amortization method to account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits, regardless of the tax credit program from which the income tax credits are received, provided that certain conditions are met. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax expense. The Company adopted ASU 2023-02 using the modified retrospective method. The Company recorded a $ 0.1 million increase to retained earnings and decrease to deferred tax liability, as well as a $ 7.2 million increase to other assets and other liabilities, as a result of the adoption. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value and that contractual sale restrictions cannot be recognized and measured as a separate unit of account. The amendments in this update are effective for years beginning after December 15, 2023, including interim periods within those years. This standard did not have an impact on the Company’s consolidated results of operations or financial position. 11 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method . ASU 2022-01 replaces the current last-of-layer hedge accounting method with an expanded portfolio layer method that permits multiple hedged layers of a single closed portfolio. The scope of the portfolio layer method is also expanded to include non-prepayable financial assets. ASU 2022-01 also provides additional guidance on the accounting for and disclosure of hedge basis adjustments that are applicable to the portfolio layer method, and specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio. Amendments related to hedge basis adjustments which are included in this standard apply on a modified retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings on the initial application date. Amendments related to disclosure which are included in this standard may be applied on a prospective basis from the initial application date, or on a retrospective basis to each prior period presented after the date of adoption of the amendments in ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The amendments in this update are effective for years beginning after December 15, 2023, including interim periods within those years. Early adoption is permitted. This standard did not have an impact on the Company’s consolidated results of operations or financial position. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 expands disclosure requirements for significant segment expenses under Topic 280. The amendments require public entities to disclose significant expense categories for each reportable segment, other segment items, the title and position of the chief operating decision-maker, and interim disclosures of certain segment-related information previously required only on an annual basis. The amendments clarify that entities reporting single segments must disclose both the new and existing segment disclosures under Topic 280, and a public entity is permitted to disclose multiple measures of segment profit or loss if certain criteria are met. The amendments in this update are effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. ASU 2023-07 must be applied on a retrospective basis. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s consolidated results of operations or financial position. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 expands income tax disclosure requirements. The amendments require annual disclosure of certain information relating to the rate reconciliation, income taxes paid by jurisdiction, income (loss) from continuing operations before income tax expense (benefit) disaggregated between domestic and foreign, income tax expense (benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments also eliminate certain requirements relating to unrecognized tax benefits and certain deferred tax disclosure relating to subsidiaries and corporate joint ventures. The amendments in this update are effective for years beginning after December 15, 2024. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s consolidated results of operations or financial position. 12 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 2 – ACQUISITIONS Town and Country Financial Corporation On February 1, 2023, HBT Financial acquired 100 % of the issued and outstanding common stock of Town and Country Financial Corporation (“Town and Country”), the holding company for Town and Country Bank, pursuant to an Agreement and Plan of Merger dated August 23, 2022. Under the Agreement and Plan of Merger, Town and Country merged with and into HBT Financial, with HBT Financial as the surviving entity, immediately followed by the merger of Town and Country Bank with and into Heartland Bank, with Heartland Bank as the surviving entity. At the effective time of the merger, each share of Town and Country was converted into the right to receive, subject to the election and proration procedures as provided in the Merger Agreement, one of the following: (i) 1.9010 shares of HBT Financial’s common stock, or (ii) $ 35.66 in cash, or (iii) a combination of cash and HBT Financial common stock. Total consideration consisted of 3,378,600 shares of HBT Financial’s common stock and $ 38.0 million in cash. In lieu of fractional shares, holders of Town and Country common stock received cash. Based upon the closing price of HBT Financial common stock of $ 21.12 on February 1, 2023, the aggregate transaction value was approximately $ 109.4 million. This transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of February 1, 2023. Measurement period adjustments of $ 0.1 million were recorded in the third quarter of 2023 as more information became available regarding Town and Country's tax assets and liabilities. Goodwill of $ 30.5 million was recorded in the acquisition, which reflects expected synergies from combining the operations of HBT Financial and Town and Country, and is nondeductible for tax purposes. The acquisition of Town and Country further enhanced HBT Financial’s footprint in central Illinois, and expanded our footprint into metro-east St. Louis. No expenses were incurred related to the acquisition of Town and Country for the three and six months ended June 30, 2024. During the three and six months ended June 30, 2023, HBT Financial incurred the following expenses related to the acquisition of Town and Country: (dollars in thousands) Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 PROVISION FOR CREDIT LOSSES $ — $ 5,924 NONINTEREST EXPENSE Salaries 66 3,584 Furniture and equipment 39 39 Data processing 176 2,031 Marketing and customer relations 10 24 Loan collection and servicing 125 125 Legal fees and other noninterest expense 211 1,964 Total noninterest expense 627 7,767 Total Town and Country acquisition-related expenses $ 627 $ 13,691 13 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The fair value of the assets acquired and liabilities assumed from Town and Country on the acquisition date of February 1, 2023 were as follows (dollars in thousands): Fair Value Assets acquired: Cash and cash equivalents $ 23,542 Interest-bearing time deposits with banks 249 Debt securities 167,869 Equity securities 301 Restricted stock 2,822 Loans held for sale 1,612 Loans, before allowance for credit losses 635,376 Allowance for credit losses ( 1,247 ) Loans, net of allowance for credit losses 634,129 Bank owned life insurance 15,782 Bank premises and equipment 14,828 Foreclosed assets 271 Intangible assets 22,282 Mortgage servicing rights 10,469 Investments in unconsolidated subsidiaries 449 Accrued interest receivable 3,113 Other assets 8,940 Total assets acquired 906,658 Liabilities assumed: Deposits 720,417 FHLB advances 86,439 Junior subordinated debentures 14,949 Other liabilities 5,999 Total liabilities assumed 827,804 Net assets acquired $ 78,854 Consideration paid: Cash $ 37,996 Common stock 71,356 Total consideration paid $ 109,352 Goodwill $ 30,498 14 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Of the loans acquired, there were $ 89.8 million which exhibited more-than-insignificant credit deterioration on the acquisition date. The following table provides a summary of these PCD loans at acquisition (dollars in thousands): Unpaid principal balance $ 89,822 Allowance for credit losses at acquisition ( 1,247 ) Non-credit discount ( 2,218 ) Purchase price $ 86,357 Additionally, subsequent to the Town and Country acquisition, HBT Financial recognized an allowance for credit losses on non-PCD loans of $ 5.2 million and an allowance for credit losses on unfunded commitments of $ 0.7 million through an increase to the provision for credit losses. The following table provides the pro forma information for the results of operations for the three and six months ended June 30, 2023 as if the acquisition of Town and Country had occurred on January 1, 2022. The pro forma results combine the historical results of Town and Country into HBT Financial’s consolidated statements of income, including the impact of certain acquisition accounting adjustments, which include loan discount accretion, intangible assets amortization, deposit premium amortization, and borrowing premium amortization. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2022. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, provision for credit losses, expense efficiencies or asset dispositions. The acquisition-related expenses that have been recognized are included in net income in the following table. Pro Forma (dollars in thousands, except per share data) Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Total revenues (net interest income and noninterest income) $ 58,786 $ 116,556 Net income 18,185 28,200 Earnings per share - basic 0.57 0.89 Earnings per share - diluted 0.57 0.88 15 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 3 – SECURITIES Debt Securities The amortized cost and fair values of debt securities, with gross unrealized gains and losses and allowance for credit losses, are as follows: June 30, 2024 (dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Available-for-sale: U.S. Treasury $ 139,693 $ — $ ( 10,918 ) $ — $ 128,775 U.S. government agency 57,308 — ( 3,319 ) — 53,989 Municipal 155,980 — ( 21,852 ) — 134,128 Mortgage-backed: Agency residential 191,521 147 ( 14,946 ) — 176,722 Agency commercial 136,367 2 ( 14,153 ) — 122,216 Corporate 57,698 — ( 4,473 ) — 53,225 Total available-for-sale $ 738,567 $ 149 $ ( 69,661 ) $ — $ 669,055 June 30, 2024 (dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Held-to-maturity: U.S. government agency $ 88,460 $ — $ ( 9,223 ) $ 79,237 $ — Municipal 36,950 38 ( 601 ) 36,387 — Mortgage-backed: Agency residential 90,992 — ( 6,689 ) 84,303 — Agency commercial 296,147 — ( 42,321 ) 253,826 — Total held-to-maturity $ 512,549 $ 38 $ ( 58,834 ) $ 453,753 $ — 16 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) December 31, 2023 (dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Available-for-sale: U.S. Treasury $ 159,715 $ — $ ( 11,093 ) $ — $ 148,622 U.S. government agency 55,359 — ( 3,262 ) — 52,097 Municipal 229,030 26 ( 23,499 ) — 205,557 Mortgage-backed: Agency residential 188,641 61 ( 14,718 ) — 173,984 Agency commercial 141,214 3 ( 14,205 ) — 127,012 Corporate 57,665 9 ( 5,485 ) — 52,189 Total available-for-sale $ 831,624 $ 99 $ ( 72,262 ) $ — $ 759,461 December 31, 2023 (dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Held-to-maturity: U.S. government agency $ 88,448 $ — $ ( 8,292 ) $ 80,156 $ — Municipal 38,442 394 ( 163 ) 38,673 — Mortgage-backed: Agency residential 95,828 — ( 5,569 ) 90,259 — Agency commercial 298,721 — ( 41,313 ) 257,408 — Total held-to-maturity $ 521,439 $ 394 $ ( 55,337 ) $ 466,496 $ — As of June 30, 2024 and December 31, 2023, the Bank had debt securities with a carrying value of $ 558.4 million and $ 419.4 million, respectively, which were pledged to secure public deposits, securities sold under agreements to repurchase, available borrowing capacity, and for other purposes required or permitted by law. The amortized cost and fair value of debt securities by contractual maturity, as of June 30, 2024, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Available-for-Sale Held-to-Maturity (dollars in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Due in 1 year or less $ 49,567 $ 48,554 $ 5,095 $ 5,048 Due after 1 year through 5 years 184,436 170,465 49,612 46,628 Due after 5 years through 10 years 154,676 132,777 65,354 59,096 Due after 10 years 22,000 18,321 5,349 4,852 Mortgage-backed: Agency residential 191,521 176,722 90,992 84,303 Agency commercial 136,367 122,216 296,147 253,826 Total $ 738,567 $ 669,055 $ 512,549 $ 453,753 17 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following table presents gross unrealized losses and fair value of debt securities available-for-sale that do not have an associated allowance for credit losses as of June 30, 2024 and December 31, 2023, aggregated by category and length of time that individual debt securities have been in a continuous unrealized loss position: June 30, 2024 Investments in a Continuous Unrealized Loss Position Less than 12 Months 12 Months or More Total (dollars in thousands) Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Available-for-sale: U.S. Treasury $ — $ — $ ( 10,918 ) $ 128,775 $ ( 10,918 ) $ 128,775 U.S. government agency ( 9 ) 4,728 ( 3,310 ) 49,254 ( 3,319 ) 53,982 Municipal ( 26 ) 2,627 ( 21,826 ) 130,726 ( 21,852 ) 133,353 Mortgage-backed: Agency residential ( 98 ) 11,311 ( 14,848 ) 146,244 ( 14,946 ) 157,555 Agency commercial ( 4 ) 389 ( 14,149 ) 120,730 ( 14,153 ) 121,119 Corporate — — ( 4,473 ) 51,231 ( 4,473 ) 51,231 Total available-for-sale $ ( 137 ) $ 19,055 $ ( 69,524 ) $ 626,960 $ ( 69,661 ) $ 646,015 December 31, 2023 Investments in a Continuous Unrealized Loss Position Less than 12 Months 12 Months or More Total (dollars in thousands) Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Available-for-sale: U.S. Treasury $ — $ — $ ( 11,093 ) $ 148,622 $ ( 11,093 ) $ 148,622 U.S. government agency ( 2 ) 168 ( 3,260 ) 51,910 ( 3,262 ) 52,078 Municipal ( 26 ) 4,749 ( 23,473 ) 194,287 ( 23,499 ) 199,036 Mortgage-backed: Agency residential ( 163 ) 9,354 ( 14,555 ) 156,785 ( 14,718 ) 166,139 Agency commercial ( 26 ) 3,016 ( 14,179 ) 123,404 ( 14,205 ) 126,420 Corporate ( 414 ) 4,361 ( 5,071 ) 45,826 ( 5,485 ) 50,187 Total available-for-sale $ ( 631 ) $ 21,648 $ ( 71,631 ) $ 720,834 $ ( 72,262 ) $ 742,482 As of June 30, 2024, there were 686 debt securities in an unrealized loss position for a period of twelve months or more, and 70 debt securities in an unrealized loss position for a period of less than twelve months. U.S. Treasury, U.S. government agency, and agency mortgage-backed securities are considered to have no risk of credit loss as they are either explicitly or implicitly guaranteed by the U.S. government. The changes in fair value in these portfolios are considered to be primarily driven by changes in market interest rates and other non-credit risks, such as prepayment and liquidity risks. 18 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Municipal securities include approximately 73 % general obligation bonds as of June 30, 2024, which have a very low historical default rate due to issuers generally having taxing authority to service the debt. The remainder of the municipal securities are also of high credit quality with ratings of A1/A+ or better. The Company evaluates credit risk through monitoring credit ratings and reviews of available financial data. The changes in fair value in these portfolios are considered to be primarily driven by changes in market interest rates and other non-credit risks, such as call and liquidity risks. The estimated allowance for credit losses for the municipal debt securities held-to-maturity was deemed insignificant. Corporate securities include investment grade corporate and bank subordinated debt securities. The Company evaluates credit risk through monitoring credit ratings, reviews of available issuer financial data, and sector trends. During 2024, the changes in fair value in corporate securities were considered to be primarily driven by changes in market interest rates and other non-credit risks, such as call and liquidity risks. An $ 0.8 million allowance for credit losses was recorded as of June 30, 2023, related to one bank subordinated debt security and reflected heightened potential credit risk following the failures of other banks in early 2023. The related provision for credit losses were $ 0.2 million and $ 0.8 million during the three and six months ended June 30, 2023, respectively. This allowance for credit losses was later reversed during the third quarter of 2023 after a merger announcement by the issuer of the bank subordinated debt security. As of June 30, 2024, the Company did not intend to sell the debt securities that are in an unrealized loss position, and it was more likely than not that the Company would recover the amortized cost prior to being required to sell the debt securities. Accrued interest on debt securities is excluded from the estimate of credit losses and totaled $ 5.3 million and $ 6.0 million as of June 30, 2024 and December 31, 2023, respectively. Sales of debt securities were as follows during the three and six months ended June 30: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Proceeds from sales $ — $ — $ 66,812 $ 145,844 Gross realized gains — — — — Gross realized losses — — ( 3,382 ) ( 1,007 ) 19 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Equity Securities Equity securities with readily determinable fair values are measured at fair value with changes in fair value recognized in unrealized gains (losses) on equity securities on the consolidated statements of income. The Company has elected to measure equity securities with no readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes for identical or similar securities of the same issuer. The initial cost and carrying values of equity securities, with cumulative net unrealized gains and losses were as follows: June 30, 2024 (dollars in thousands) Readily Determinable Fair Value No Readily Determinable Fair Value Initial cost $ 3,124 $ 2,948 Cumulative net unrealized gains (losses) 104 ( 335 ) Carrying value $ 3,228 $ 2,613 December 31, 2023 (dollars in thousands) Readily Determinable Fair Value No Readily Determinable Fair Value Initial cost $ 3,143 $ 2,840 Cumulative net unrealized gains (losses) 217 ( 335 ) Carrying value $ 3,360 $ 2,505 As of June 30, 2024 and December 31, 2023, the cumulative net unrealized losses on equity securities with no readily determinable fair value reflect impairments of $ 0.2 million and downward adjustments based on observable price changes of an identical investment of $ 0.2 million. There have been no upward adjustments based on observable price changes to equity securities with no readily determinable fair value. Unrealized gains (losses) on equity securities were as follows during the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Readily determinable fair value $ ( 96 ) $ 7 $ ( 112 ) $ 123 No readily determinable fair value — — — ( 138 ) Unrealized gains (losses) on equity securities $ ( 96 ) $ 7 $ ( 112 ) $ ( 15 ) 20 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 4 – LOANS AND RELATED ALLOWANCE FOR CREDIT LOSSES Major categories of loans are summarized as follows: (dollars in thousands) June 30, 2024 December 31, 2023 Commercial and industrial $ 400,276 $ 427,800 Commercial real estate - owner occupied 289,992 295,842 Commercial real estate - non-owner occupied 889,193 880,681 Construction and land development 365,371 363,983 Multi-family 429,951 417,923 One-to-four family residential 484,335 491,508 Agricultural and farmland 285,822 287,294 Municipal, consumer, and other 240,543 239,386 Loans, before allowance for credit losses 3,385,483 3,404,417 Allowance for credit losses ( 40,806 ) ( 40,048 ) Loans, net of allowance for credit losses $ 3,344,677 $ 3,364,369 Allowance for Credit Losses Management estimates the allowance for credit losses using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The discounted cash flow method is used to estimate expected credit losses for all loan categories, except for consumer loans where the weighted average remaining maturity method is utilized. At June 30, 2024, the economic forecast used by management anticipates an economic slowdown, but not a recession, over the next 4 quarters considered in the forecast period, with the unemployment rate increasing slightly and GDP growth slowing and then increasing modestly. After the forecast period, the Company reverts to long-term averages over a 4-quarter reversion period. Additionally, management has made qualitative adjustments to the loss estimates to reflect other factors that influence credit losses. 21 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following tables detail activity in the allowance for credit losses: Three Months Ended June 30, 2024 (dollars in thousands) Commercial and Industrial Commercial Real Estate Owner Occupied Commercial Real Estate Non-owner Occupied Construction and Land Development Multi-Family One-to-four Family Residential Agricultural and Farmland Municipal, Consumer, and Other Total Beginning balance $ 5,230 $ 2,157 $ 10,058 $ 5,545 $ 3,845 $ 4,846 $ 1,014 $ 8,120 $ 40,815 Provision for credit losses — 32 ( 257 ) 609 55 ( 75 ) 44 269 677 Charge-offs ( 493 ) — — — ( 188 ) ( 54 ) — ( 135 ) ( 870 ) Recoveries 24 2 15 1 — 68 1 73 184 Ending balance $ 4,761 $ 2,191 $ 9,816 $ 6,155 $ 3,712 $ 4,785 $ 1,059 $ 8,327 $ 40,806 Three Months Ended June 30, 2023 (dollars in thousands) Commercial and Industrial Commercial Real Estate Owner Occupied Commercial Real Estate Non-owner Occupied Construction and Land Development Multi-Family One-to-four Family Residential Agricultural and Farmland Municipal, Consumer, and Other Total Beginning balance $ 2,932 $ 2,535 $ 7,840 $ 7,574 $ 2,151 $ 4,165 $ 2,674 $ 8,905 $ 38,776 Provision for credit losses 791 ( 175 ) ( 466 ) ( 1,745 ) 452 ( 121 ) ( 68 ) 252 ( 1,080 ) Charge-offs — — — — — ( 4 ) — ( 175 ) ( 179 ) Recoveries 12 2 164 5 — 37 1 76 297 Ending balance $ 3,735 $ 2,362 $ 7,538 $ 5,834 $ 2,603 $ 4,077 $ 2,607 $ 9,058 $ 37,814 Six Months Ended June 30, 2024 (dollars in thousands) Commercial and Industrial Commercial Real Estate Owner Occupied Commercial Real Estate Non-owner Occupied Construction and Land Development Multi-Family One-to-four Family Residential Agricultural and Farmland Municipal, Consumer, and Other Total Beginning balance $ 4,980 $ 2,272 $ 7,714 $ 5,998 $ 3,837 $ 5,204 $ 975 $ 9,068 $ 40,048 Provision for credit losses $ 239 $ ( 85 ) $ 1,845 $ 155 $ 63 $ ( 496 ) $ 76 $ ( 560 ) $ 1,237 Charge-offs $ ( 508 ) $ — $ — $ — $ ( 188 ) $ ( 75 ) $ — $ ( 326 ) $ ( 1,097 ) Recoveries 50 4 257 2 — 152 8 145 618 Ending balance $ 4,761 $ 2,191 $ 9,816 $ 6,155 $ 3,712 $ 4,785 $ 1,059 $ 8,327 $ 40,806 Six Months Ended June 30, 2023 (dollars in thousands) Commercial and Industrial Commercial Real Estate Owner Occupied Commercial Real Estate Non-owner Occupied Construction and Land Development Multi-Family One-to-four Family Residential Agricultural and Farmland Municipal, Consumer, and Other Total Beginning balance $ 3,279 $ 1,193 $ 6,721 $ 4,223 $ 1,472 $ 1,759 $ 796 $ 5,890 $ 25,333 Adoption of ASC 326 $ ( 822 ) $ 587 $ 501 $ 1,969 $ 85 $ 797 $ 1,567 $ 2,299 $ 6,983 PCD allowance established in acquisition $ 69 $ 127 $ 239 $ 240 $ 68 $ 492 $ 5 $ 7 $ 1,247 Provision for credit losses $ 1,178 $ 444 $ ( 161 ) $ ( 606 ) $ 978 $ 960 $ 237 $ 991 $ 4,021 Charge-offs $ — $ ( 3 ) $ — $ — $ — $ ( 26 ) $ — $ ( 292 ) $ ( 321 ) Recoveries 31 14 238 8 — 95 2 163 551 Ending balance $ 3,735 $ 2,362 $ 7,538 $ 5,834 $ 2,603 $ 4,077 $ 2,607 $ 9,058 $ 37,814 22 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Gross charge-offs, further sorted by origination year, were as follows during the three months ended June 30, 2024 and 2023. Gross Charge-Offs for the Three Months Ended June 30, 2024 Term Loans by Origination Year Revolving Loans Revolving Loans Converted to Term Total (dollars in thousands) 2024 2023 2022 2021 2020 Prior Commercial and industrial $ — $ 326 $ 75 $ — $ — $ — $ 92 $ — $ 493 Commercial real estate - owner occupied — — — — — — — — — Commercial real estate - non-owner occupied — — — — — — — — — Construction and land development — — — — — — — — — Multi-family — — — 188 — — — — 188 One-to-four family residential — — 4 13 4 1 32 — 54 Agricultural and farmland — — — — — — — — — Municipal, consumer, and other 84 — — — — — 51 — 135 Total $ 84 $ 326 $ 79 $ 201 $ 4 $ 1 $ 175 $ — $ 870 Gross Charge-Offs for the Three Months Ended June 30, 2023 Term Loans by Origination Year Revolving Loans Revolving Loans Converted to Term Total (dollars in thousands) 2023 2022 2021 2020 2019 Prior Commercial and industrial $ — $ — $ — $ — $ — $ — $ — $ — $ — Commercial real estate - owner occupied — — — — — — — — — Commercial real estate - non-owner occupied — — — — — — — — — Construction and land development — — — — — — — — — Multi-family — — — — — — — — — One-to-four family residential — — — — — 4 — — 4 Agricultural and farmland — — — — — — — — — Municipal, consumer, and other 100 21 — — — — 54 — 175 Total $ 100 $ 21 $ — $ — $ — $ 4 $ 54 $ — $ 179 23 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Gross charge-offs, further sorted by origination year, were as follows during the six months ended June 30, 2024 and 2023. Gross Charge-Offs for the Six Months Ended June 30, 2024 Term Loans by Origination Year Revolving Loans Revolving Loans Converted to Term Total (dollars in thousands) 2024 2023 2022 2021 2020 Prior Commercial and industrial $ — $ 329 $ 75 $ — $ — $ 11 $ 93 $ — $ 508 Commercial real estate - owner occupied — — — — — — — — — Commercial real estate - non-owner occupied — — — — — — — — — Construction and land development — — — — — — — — — Multi-family — — — 188 — — — — 188 One-to-four family residential — — 7 13 4 7 44 — 75 Agricultural and farmland — — — — — — — — — Municipal, consumer, and other 128 56 6 — — — 136 — 326 Total $ 128 $ 385 $ 88 $ 201 $ 4 $ 18 $ 273 $ — $ 1,097 Gross Charge-Offs for the Six Months Ended June 30, 2023 Term Loans by Origination Year Revolving Loans Revolving Loans Converted to Term Total (dollars in thousands) 2023 2022 2021 2020 2019 Prior Commercial and industrial $ — $ — $ — $ — $ — $ — $ — $ — $ — Commercial real estate - owner occupied — 3 — — — — — — 3 Commercial real estate - non-owner occupied — — — — — — — — — Construction and land development — — — — — — — — — Multi-family — — — — — — — — — One-to-four family residential — — — — 1 25 — — 26 Agricultural and farmland — — — — — — — — — Municipal, consumer, and other 135 74 — 9 — — 74 — 292 Total $ 135 $ 77 $ — $ 9 $ 1 $ 25 $ 74 $ — $ 321 24 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following tables present loans and the related allowance for credit losses by category: June 30, 2024 (dollars in thousands) Commercial and Industrial Commercial Real Estate Owner Occupied Commercial Real Estate Non-owner Occupied Construction and Land Development Multi-Family One-to-four Family Residential Agricultural and Farmland Municipal, Consumer, and Other Total Loan balances: Collectively evaluated for impairment $ 399,214 $ 289,992 $ 874,256 $ 365,155 $ 429,951 $ 479,256 $ 285,678 $ 230,024 $ 3,353,526 Individually evaluated for impairment 1,062 — 14,937 216 — 5,079 144 10,519 31,957 Total $ 400,276 $ 289,992 $ 889,193 $ 365,371 $ 429,951 $ 484,335 $ 285,822 $ 240,543 $ 3,385,483 Allowance for credit losses: Collectively evaluated for impairment $ 4,657 $ 2,191 $ 9,127 $ 6,155 $ 3,712 $ 4,724 $ 1,059 $ 5,741 $ 37,366 Individually evaluated for impairment 104 — 689 — — 61 — 2,586 3,440 Total $ 4,761 $ 2,191 $ 9,816 $ 6,155 $ 3,712 $ 4,785 $ 1,059 $ 8,327 $ 40,806 December 31, 2023 (dollars in thousands) Commercial and Industrial Commercial Real Estate Owner Occupied Commercial Real Estate Non-owner Occupied Construction and Land Development Multi-Family One-to-four Family Residential Agricultural and Farmland Municipal, Consumer, and Other Total Loan balances: Collectively evaluated for impairment $ 427,528 $ 295,672 $ 865,394 $ 363,767 $ 417,608 $ 486,049 $ 287,150 $ 224,345 $ 3,367,513 Individually evaluated for impairment 272 170 15,287 216 315 5,459 144 15,041 36,904 Total $ 427,800 $ 295,842 $ 880,681 $ 363,983 $ 417,923 $ 491,508 $ 287,294 $ 239,386 $ 3,404,417 Allowance for credit losses: Collectively evaluated for impairment $ 4,960 $ 2,272 $ 6,693 $ 5,998 $ 3,837 $ 4,957 $ 975 $ 6,137 $ 35,829 Individually evaluated for impairment 20 — 1,021 — — 247 — 2,931 4,219 Total $ 4,980 $ 2,272 $ 7,714 $ 5,998 $ 3,837 $ 5,204 $ 975 $ 9,068 $ 40,048 25 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following tables present collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to these loans: June 30, 2024 Amortized Cost Allowance for Credit Losses Primary Collateral Type (dollars in thousands) Real Estate Vehicles Other Total Commercial and industrial $ — $ 1,011 $ 51 $ 1,062 $ 104 Commercial real estate - owner occupied — — — — — Commercial real estate - non-owner occupied 14,937 — — 14,937 689 Construction and land development 216 — — 216 — Multi-family — — — — — One-to-four family residential 5,079 — — 5,079 61 Agricultural and farmland 144 — — 144 — Municipal, consumer, and other 10,438 43 38 10,519 2,586 Total $ 30,814 $ 1,054 $ 89 $ 31,957 $ 3,440 December 31, 2023 Amortized Cost Allowance for Credit Losses Primary Collateral Type (dollars in thousands) Real Estate Vehicles Other Total Commercial and industrial $ — $ 37 $ 235 $ 272 $ 20 Commercial real estate - owner occupied 170 — — 170 — Commercial real estate - non-owner occupied 15,287 — — 15,287 1,021 Construction and land development 216 — — 216 — Multi-family 315 — — 315 — One-to-four family residential 5,459 — — 5,459 247 Agricultural and farmland 144 — — 144 — Municipal, consumer, and other 14,978 39 24 15,041 2,931 Total $ 36,569 $ 76 $ 259 $ 36,904 $ 4,219 Accrued interest on loans is excluded from the estimate of credit losses and totaled $ 17.0 million and $ 18.4 million as of June 30, 2024 and December 31, 2023, respectively. Past Due and Nonaccrual Status Past due status is based on the contractual terms of the loan. Typically, loans are placed on nonaccrual when they reach 90 days past due, or when, in management’s opinion, there is reasonable doubt regarding the collection of the amounts due through the normal means of the borrower. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is reversed from interest income. Interest payments received on nonaccrual loans are recognized in accordance with our significant accounting policies. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six months of payment performance and we must believe that all remaining principal and interest is fully collectible, before the loan is eligible to return to accrual status. 26 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following tables present loans by category based on current payment and accrual status: June 30, 2024 Accruing Interest (dollars in thousands) Current 30 - 89 Days Past Due 90+ Days Past Due Nonaccrual Total Loans Commercial and industrial $ 397,982 $ 1,232 $ — $ 1,062 $ 400,276 Commercial real estate - owner occupied 289,663 329 — — 289,992 Commercial real estate - non-owner occupied 887,226 124 — 1,843 889,193 Construction and land development 365,155 — — 216 365,371 Multi-family 429,951 — — — 429,951 One-to-four family residential 477,267 1,989 — 5,079 484,335 Agricultural and farmland 283,988 1,690 — 144 285,822 Municipal, consumer, and other 240,327 128 7 81 240,543 Total $ 3,371,559 $ 5,492 $ 7 $ 8,425 $ 3,385,483 December 31, 2023 Accruing Interest (dollars in thousands) Current 30 - 89 Days Past Due 90+ Days Past Due Nonaccrual Total Loans Commercial and industrial $ 427,300 $ 228 $ — $ 272 $ 427,800 Commercial real estate - owner occupied 295,672 — — 170 295,842 Commercial real estate - non-owner occupied 878,591 255 — 1,835 880,681 Construction and land development 363,735 32 — 216 363,983 Multi-family 417,597 11 — 315 417,923 One-to-four family residential 484,969 1,735 — 4,804 491,508 Agricultural and farmland 286,820 330 — 144 287,294 Municipal, consumer, and other 239,033 252 37 64 239,386 Total $ 3,393,717 $ 2,843 $ 37 $ 7,820 $ 3,404,417 27 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following tables present nonaccrual loans with and without a related allowance for credit losses: June 30, 2024 (dollars in thousands) Nonaccrual With Allowance for Credit Losses Nonaccrual With No Allowance for Credit Losses Total Nonaccrual Commercial and industrial $ 313 $ 749 $ 1,062 Commercial real estate - owner occupied — — — Commercial real estate - non-owner occupied — 1,843 1,843 Construction and land development 216 — 216 Multi-family — — — One-to-four family residential 352 4,727 5,079 Agricultural and farmland — 144 144 Municipal, consumer, and other 59 22 81 Total $ 940 $ 7,485 $ 8,425 December 31, 2023 (dollars in thousands) Nonaccrual With Allowance for Credit Losses Nonaccrual With No Allowance for Credit Losses Total Nonaccrual Commercial and industrial $ 120 $ 152 $ 272 Commercial real estate - owner occupied — 170 170 Commercial real estate - non-owner occupied 188 1,647 1,835 Construction and land development 216 — 216 Multi-family — 315 315 One-to-four family residential 14 4,790 4,804 Agricultural and farmland — 144 144 Municipal, consumer, and other — 64 64 Total $ 538 $ 7,282 $ 7,820 28 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Credit Quality Indicators In June 2024, the Company updated its risk rating categories to add a special mention category to provide another level of granularity in distinguishing risk levels of loans. As of June 30, 2024, $ 19.5 million of the special mention loans would have been considered pass-watch and $ 10.6 million would have been considered substandard under the previous risk rating categories. The Company assigns a risk rating to all loans and periodically performs detailed internal reviews of all such loans that are part of relationships with over $ 750 thousand in total exposure to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to review by the Company’s regulators, external loan review, and internal loan review. During the internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which the borrowers operate and the fair values of collateral securing the loans. The risk rating is reviewed annually, at a minimum, and on an as needed basis depending on the specific circumstances of the loan. These credit quality indicators are used to assign a risk rating to each individual loan. Risk ratings are grouped into the following major categories: Pass – a pass loan is a credit with no existing or known potential weaknesses deserving of management’s close attention. Pass-Watch – a pass-watch loan is still considered a "pass" credit and is not a classified or criticized asset, but is a reflection of a borrower who exhibits credit weaknesses or downward trends warranting close attention and increased monitoring. These potential weaknesses may result in deterioration of the repayment prospects for the loan. No loss of principal or interest is expected, and the borrower does not pose sufficient risk to warrant a special mention, substandard, or doubtful classification. Special Mention – a special mention loan has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the assets or in the institution's credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Substandard – a substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized as probable that the borrower will not pay principal and interest in accordance with the contractual terms. Doubtful – a doubtful loan has all the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. There were no loans classified as Doubtful as of June 30, 2024 and December 31, 2023. 29 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following tables present loans by category based on their assigned risk ratings determined by management: June 30, 2024 (dollars in thousands) Pass Pass-Watch Special Mention Substandard Total Commercial and industrial $ 389,429 $ 4,044 $ 1,647 $ 5,156 $ 400,276 Commercial real estate - owner occupied 271,725 8,762 3,459 6,046 289,992 Commercial real estate - non-owner occupied 833,470 22,077 203 33,443 889,193 Construction and land development 340,960 23,665 — 746 365,371 Multi-family 410,272 3,892 15,787 — 429,951 One-to-four family residential 464,960 6,680 3,065 9,630 484,335 Agricultural and farmland 263,070 17,388 1,678 3,686 285,822 Municipal, consumer, and other 223,994 1,696 4,243 10,610 240,543 Total $ 3,197,880 $ 88,204 $ 30,082 $ 69,317 $ 3,385,483 December 31, 2023 (dollars in thousands) Pass Pass-Watch Substandard Total Commercial and industrial $ 419,494 $ 7,128 $ 1,178 $ 427,800 Commercial real estate - owner occupied 275,649 14,072 6,121 295,842 Commercial real estate - non-owner occupied 822,012 33,283 25,386 880,681 Construction and land development 351,087 12,604 292 363,983 Multi-family 397,951 19,656 316 417,923 One-to-four family residential 472,355 6,671 12,482 491,508 Agricultural and farmland 280,867 3,071 3,356 287,294 Municipal, consumer, and other 222,474 1,721 15,191 239,386 Total $ 3,241,889 $ 98,206 $ 64,322 $ 3,404,417 30 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Risk ratings of loans, further sorted by origination year, are as follows as of June 30, 2024: (dollars in thousands) Term Loans by Origination Year Revolving Loans Revolving Loans Converted to Term Total 2024 2023 2022 2021 2020 Prior Commercial and industrial Pass $ 23,459 $ 61,841 $ 52,970 $ 15,494 $ 22,508 $ 33,263 $ 177,985 $ 1,909 $ 389,429 Pass-Watch 29 1,330 558 229 104 1,102 486 206 4,044 Special Mention — — 282 73 — — 710 582 1,647 Substandard — 2,897 487 823 — — 668 281 5,156 Total $ 23,488 $ 66,068 $ 54,297 $ 16,619 $ 22,612 $ 34,365 $ 179,849 $ 2,978 $ 400,276 Commercial real estate - owner occupied Pass $ 16,517 $ 26,064 $ 64,465 $ 50,365 $ 50,035 $ 52,299 $ 11,914 $ 66 $ 271,725 Pass-Watch 293 3,167 746 2,394 713 1,449 — — 8,762 Special Mention 1,984 — — — — — 1,475 — 3,459 Substandard — 634 82 3,624 1,075 631 — — 6,046 Total $ 18,794 $ 29,865 $ 65,293 $ 56,383 $ 51,823 $ 54,379 $ 13,389 $ 66 $ 289,992 Commercial real estate - non-owner occupied Pass $ 39,574 $ 119,976 $ 243,744 $ 232,353 $ 93,139 $ 93,059 $ 10,009 $ 1,616 $ 833,470 Pass-Watch 3,229 766 — 3,918 343 463 13,315 43 22,077 Special Mention — — — — — 58 145 — 203 Substandard — 13,496 6,784 — — 13,163 — — 33,443 Total $ 42,803 $ 134,238 $ 250,528 $ 236,271 $ 93,482 $ 106,743 $ 23,469 $ 1,659 $ 889,193 Construction and land development Pass $ 91,952 $ 125,269 $ 88,490 $ 21,357 $ 876 $ 3,006 $ 9,749 $ 261 $ 340,960 Pass-Watch — 937 8,630 12,549 — 19 693 837 23,665 Special Mention — — — — — — — — — Substandard 475 — 216 — — 55 — — 746 Total $ 92,427 $ 126,206 $ 97,336 $ 33,906 $ 876 $ 3,080 $ 10,442 $ 1,098 $ 365,371 Multi-family Pass $ 17,383 $ 83,543 $ 95,243 $ 112,008 $ 52,031 $ 44,854 $ 4,417 $ 793 $ 410,272 Pass-Watch 2,807 — 572 — — 507 — 6 3,892 Special Mention 6,976 — — — 8,811 — — — 15,787 Substandard — — — — — — — — — Total $ 27,166 $ 83,543 $ 95,815 $ 112,008 $ 60,842 $ 45,361 $ 4,417 $ 799 $ 429,951 One-to-four family residential Pass $ 25,775 $ 94,809 $ 87,957 $ 76,529 $ 61,139 $ 53,340 $ 60,417 $ 4,994 $ 464,960 Pass-Watch 908 2,074 333 316 466 2,111 192 280 6,680 Special Mention — — — 604 125 — — 2,336 3,065 Substandard 79 739 1,508 638 513 5,666 — 487 9,630 Total $ 26,762 $ 97,622 $ 89,798 $ 78,087 $ 62,243 $ 61,117 $ 60,609 $ 8,097 $ 484,335 Agricultural and farmland Pass $ 28,788 $ 38,360 $ 33,420 $ 29,642 $ 29,779 $ 10,312 $ 90,557 $ 2,212 $ 263,070 Pass-Watch 137 2,745 1,902 1,472 24 688 10,170 250 17,388 Special Mention — 472 106 — 1,100 — — — 1,678 Substandard 331 — — 12 3,199 144 — — 3,686 Total $ 29,256 $ 41,577 $ 35,428 $ 31,126 $ 34,102 $ 11,144 $ 100,727 $ 2,462 $ 285,822 31 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands) Term Loans by Origination Year Revolving Loans Revolving Loans Converted to Term Total 2024 2023 2022 2021 2020 Prior Municipal, Consumer, and other Pass $ 63,682 $ 37,853 $ 23,308 $ 24,288 $ 13,259 $ 40,382 $ 21,222 $ — $ 223,994 Pass-Watch — — 27 10 — 1,659 — — 1,696 Special Mention — — — — — 4,217 26 — 4,243 Substandard 51 55 63 — — 10,441 — — 10,610 Total $ 63,733 $ 37,908 $ 23,398 $ 24,298 $ 13,259 $ 56,699 $ 21,248 $ — $ 240,543 Total by Risk Rating Pass $ 307,130 $ 587,715 $ 689,597 $ 562,036 $ 322,766 $ 330,515 $ 386,270 $ 11,851 $ 3,197,880 Pass-Watch 7,403 11,019 12,768 20,888 1,650 7,998 24,856 1,622 88,204 Special Mention 8,960 472 388 677 10,036 4,275 2,356 2,918 30,082 Substandard 936 17,821 9,140 5,097 4,787 30,100 668 768 69,317 Total $ 324,429 $ 617,027 $ 711,893 $ 588,698 $ 339,239 $ 372,888 $ 414,150 $ 17,159 $ 3,385,483 32 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Risk ratings of loans, further sorted by origination year, are as follows as of December 31, 2023: (dollars in thousands) Term Loans by Origination Year Revolving Loans Revolving Loans Converted to Term Total 2023 2022 2021 2020 2019 Prior Commercial and industrial Pass $ 90,931 $ 58,364 $ 19,283 $ 26,816 $ 5,269 $ 29,550 $ 187,579 $ 1,702 $ 419,494 Pass-Watch 2,025 1,340 892 144 753 471 956 547 7,128 Substandard 111 73 327 60 — — 323 284 1,178 Total $ 93,067 $ 59,777 $ 20,502 $ 27,020 $ 6,022 $ 30,021 $ 188,858 $ 2,533 $ 427,800 Commercial real estate - owner occupied Pass $ 27,516 $ 64,229 $ 55,376 $ 53,634 $ 32,469 $ 28,876 $ 13,549 $ — $ 275,649 Pass-Watch 4,061 943 5,210 1,474 1,573 811 — — 14,072 Substandard 2,734 86 1,550 64 164 1,523 — — 6,121 Total $ 34,311 $ 65,258 $ 62,136 $ 55,172 $ 34,206 $ 31,210 $ 13,549 $ — $ 295,842 Commercial real estate - non-owner occupied Pass $ 121,536 $ 240,323 $ 237,953 $ 88,894 $ 82,094 $ 39,228 $ 10,274 $ 1,710 $ 822,012 Pass-Watch 810 6,893 7,013 353 4,230 154 13,585 245 33,283 Substandard 13,376 124 286 — 2,410 9,190 — — 25,386 Total $ 135,722 $ 247,340 $ 245,252 $ 89,247 $ 88,734 $ 48,572 $ 23,859 $ 1,955 $ 880,681 Construction and land development Pass $ 153,499 $ 119,005 $ 56,954 $ 5,596 $ 2,662 $ 796 $ 12,050 $ 525 $ 351,087 Pass-Watch 153 10,750 — — — — 163 1,538 12,604 Substandard — 216 — — — 76 — — 292 Total $ 153,652 $ 129,971 $ 56,954 $ 5,596 $ 2,662 $ 872 $ 12,213 $ 2,063 $ 363,983 Multi-family Pass $ 83,898 $ 81,507 $ 115,402 $ 53,126 $ 34,053 $ 23,570 $ 5,904 $ 491 $ 397,951 Pass-Watch 3,111 7,197 — 8,821 51 468 — 8 19,656 Substandard — — 316 — — — — — 316 Total $ 87,009 $ 88,704 $ 115,718 $ 61,947 $ 34,104 $ 24,038 $ 5,904 $ 499 $ 417,923 One-to-four family residential Pass $ 105,337 $ 91,636 $ 82,289 $ 64,094 $ 21,986 $ 44,241 $ 57,248 $ 5,524 $ 472,355 Pass-Watch 2,382 286 940 486 212 1,804 203 358 6,671 Substandard 1,507 1,527 623 646 1,037 4,166 64 2,912 12,482 Total $ 109,226 $ 93,449 $ 83,852 $ 65,226 $ 23,235 $ 50,211 $ 57,515 $ 8,794 $ 491,508 Agricultural and farmland Pass $ 52,766 $ 37,600 $ 36,604 $ 33,960 $ 8,910 $ 7,756 $ 100,486 $ 2,785 $ 280,867 Pass-Watch 953 361 425 30 71 719 172 340 3,071 Substandard — — 13 3,199 — 144 — — 3,356 Total $ 53,719 $ 37,961 $ 37,042 $ 37,189 $ 8,981 $ 8,619 $ 100,658 $ 3,125 $ 287,294 Municipal, Consumer, and other Pass $ 43,575 $ 57,404 $ 27,904 $ 14,342 $ 1,016 $ 42,499 $ 35,734 $ — $ 222,474 Pass-Watch 9 6 13 — — 1,693 — — 1,721 Substandard 51 103 2 6 8 15,012 8 1 15,191 Total $ 43,635 $ 57,513 $ 27,919 $ 14,348 $ 1,024 $ 59,204 $ 35,742 $ 1 $ 239,386 Total by Risk Rating Pass $ 679,058 $ 750,068 $ 631,765 $ 340,462 $ 188,459 $ 216,516 $ 422,824 $ 12,737 $ 3,241,889 Pass-Watch 13,504 27,776 14,493 11,308 6,890 6,120 15,079 3,036 98,206 Substandard 17,779 2,129 3,117 3,975 3,619 30,111 395 3,197 64,322 Total $ 710,341 $ 779,973 $ 649,375 $ 355,745 $ 198,968 $ 252,747 $ 438,298 $ 18,970 $ 3,404,417 33 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Modifications There were no loan modifications to borrowers in financial distress during the three and six months ended June 30, 2024 and 2023. There were no modified loans to borrowers in financial distress outstanding as of June 30, 2024 and December 31, 2023. Pledged Loans As of June 30, 2024 and December 31, 2023, the Company pledged loans totaling $ 1.88 billion and $ 1.20 billion, respectively, to the Federal Home Loan Bank of Chicago (“FHLB”) to secure available FHLB advance borrowing capacity. NOTE 5 – LOAN SERVICING Mortgage loans serviced for others, which are not included in the accompanying consolidated balance sheets, amounted to $ 1.61 billion and $ 1.66 billion as of June 30, 2024 and December 31, 2023, respectively. Activity in mortgage servicing rights was as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Beginning balance $ 19,081 $ 19,992 $ 19,001 $ 10,147 Acquired — — — 10,469 Capitalized servicing rights 210 170 340 299 Fair value adjustments attributable to payments and principal reductions ( 542 ) ( 559 ) ( 971 ) ( 990 ) Fair value adjustments attributable to changes in valuation inputs and assumptions 235 530 614 208 Ending balance $ 18,984 $ 20,133 $ 18,984 $ 20,133 NOTE 6 – FORECLOSED ASSETS Foreclosed assets activity was as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Beginning balance $ 277 $ 3,356 $ 852 $ 3,030 Acquired — — — 271 Transfers from loans 171 65 374 170 Proceeds from sales ( 100 ) ( 244 ) ( 965 ) ( 284 ) Net gain (loss) on sales ( 18 ) 48 95 68 Direct write-downs ( 10 ) ( 145 ) ( 36 ) ( 175 ) Ending balance $ 320 $ 3,080 $ 320 $ 3,080 34 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Gains (losses) on foreclosed assets included the following: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Direct write-downs $ ( 10 ) $ ( 145 ) $ ( 36 ) $ ( 175 ) Net gain (loss) on sales ( 18 ) 48 95 68 Gains (losses) on foreclosed assets $ ( 28 ) $ ( 97 ) $ 59 $ ( 107 ) As of June 30, 2024, there were no foreclosed one-to-four family residential real estate properties held. As of December 31, 2023, the carrying value of foreclosed one-to-four family residential real estate properties was $ 0.1 million. As of June 30, 2024, there were 20 one-to-four family residential real estate loans in the process of foreclosure totaling $ 1.7 million. As of December 31, 2023, there were 16 one-to-four family residential real estate loans in the process of foreclosure totaling $ 1.2 million. NOTE 7 – DEPOSITS The Company’s deposits are summarized below: (dollars in thousands) June 30, 2024 December 31, 2023 Noninterest-bearing deposits $ 1,045,697 $ 1,072,407 Interest-bearing deposits: Interest-bearing demand 1,094,797 1,145,092 Money market 769,386 803,381 Savings 582,752 608,424 Time 796,069 627,253 Brokered 29,992 144,880 Total interest-bearing deposits 3,272,996 3,329,030 Total deposits $ 4,318,693 $ 4,401,437 Reciprocal deposits included in interest-bearing demand deposits, money market deposits, and time deposits totaled $ 227.0 million and $ 236.8 million as of June 30, 2024 and December 31, 2023, respectively. The aggregate amounts of time deposits in denominations of $250 thousand or more amounted to $ 217.4 million and $ 130.2 million as of June 30, 2024 and December 31, 2023, respectively. The aggregate amounts of time deposits in denominations of $100 thousand or more amounted to $ 474.0 million and $ 342.8 million as of June 30, 2024 and December 31, 2023, respectively. The components of interest expense on deposits were as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Interest-bearing demand $ 1,429 $ 683 $ 2,740 $ 1,141 Money market 4,670 1,506 9,467 2,441 Savings 393 189 836 367 Time 7,117 1,933 13,042 2,736 Brokered 524 12 1,641 12 Total interest expense on deposits $ 14,133 $ 4,323 $ 27,726 $ 6,697 35 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are negotiated contracts entered into by two issuing counterparties containing specific agreement terms, including the underlying instrument, amount, exercise price, and maturities. The derivatives accounting guidance requires that the Company recognize all derivative financial instruments as either assets or liabilities at fair value in the consolidated balance sheets. The Company may utilize interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. Interest Rate Swaps Designated as Cash Flow Hedges The Company designated certain interest rate swap agreements as cash flow hedges on variable-rate borrowings. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on interest rate swaps designated as cash flow hedging instruments, net of tax, is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. The interest rate swap agreements designated as cash flow hedges were as follows: June 30, 2024 December 31, 2023 (dollars in thousands) Notional Amount Fair Value Notional Amount Fair Value Fair value recorded in other assets $ 7,000 $ 150 $ 17,000 $ 322 As of June 30, 2024, the interest rate swap agreement designated as a cash flow hedge matures in April 2025. As of June 30, 2024 and December 31, 2023, counterparties had cash pledged and held on deposit by the Company of $ 0.4 million and $ 0.6 million, respectively. The effect of interest rate swap agreements designated as cash flow hedges on the consolidated statements of income was as follows: Location of gross gain (loss) reclassified from accumulated other comprehensive income (loss) to income Amounts of gross gain (loss) reclassified from accumulated other comprehensive income (loss) Amounts of gross gain (loss) reclassified from accumulated other comprehensive income (loss) Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Designated as cash flow hedges: Junior subordinated debentures interest expense $ 118 $ 109 $ 250 $ 203 36 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Interest Rate Swaps Not Designated as Hedging Instruments The Company may offer interest rate swap agreements to its commercial borrowers in connection with their risk management needs. The Company manages the interest rate risk associated with these contracts by entering into an equal and offsetting derivative with a third-party financial institution. While these interest rate swap agreements generally work together as an economic interest rate hedge, the Company did not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred. The interest rate swap agreements not designated as hedging instruments were as follows: June 30, 2024 December 31, 2023 (dollars in thousands) Notional Amount Fair Value Notional Amount Fair Value Fair value recorded in other assets: Interest rate swaps with a commercial borrower counterparty $ — $ — $ — $ — Interest rate swaps with a financial institution counterparty 91,895 7,475 94,497 6,227 Total fair value recorded in other assets $ 91,895 $ 7,475 $ 94,497 $ 6,227 Fair value recorded in other liabilities: Interest rate swaps with a commercial borrower counterparty $ 91,895 $ ( 7,475 ) $ 94,497 $ ( 6,227 ) Interest rate swaps with a financial institution counterparty — — — — Total fair value recorded in other liabilities $ 91,895 $ ( 7,475 ) $ 94,497 $ ( 6,227 ) As of June 30, 2024, the interest rate swap agreements not designated as hedging instruments had contractual maturities between 2027 and 2035. The effect of interest rate contracts not designated as hedging instruments recognized in other noninterest income on the consolidated statements of income was as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Not designated as hedging instruments: Gross gains $ 783 $ 1,703 $ 2,821 $ 4,440 Gross losses ( 783 ) ( 1,703 ) ( 2,821 ) ( 4,440 ) Net gains (losses) $ — $ — $ — $ — 37 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the activity and accumulated balances for components of other comprehensive income (loss): Unrealized Gains (Losses) on Debt Securities (dollars in thousands) Available-for-Sale Held-to-Maturity Derivatives Total Three Months Ended June 30, 2024 Balance, March 31, 2024 $ ( 47,774 ) $ ( 8,191 ) $ ( 83 ) $ ( 56,048 ) Other comprehensive income before reclassifications 1,524 — 14 1,538 Reclassifications — 488 ( 118 ) 370 Other comprehensive income (loss), before tax 1,524 488 ( 104 ) 1,908 Income tax expense (benefit) 408 138 ( 30 ) 516 Other comprehensive income (loss), after tax 1,116 350 ( 74 ) 1,392 Balance, June 30, 2024 $ ( 46,658 ) $ ( 7,841 ) $ ( 157 ) $ ( 54,656 ) Three Months Ended June 30, 2023 Balance, March 31, 2023 $ ( 52,668 ) $ ( 9,596 ) $ 89 $ ( 62,175 ) Other comprehensive income (loss) before reclassifications ( 12,638 ) — 201 ( 12,437 ) Reclassifications 200 475 ( 109 ) 566 Other comprehensive income (loss), before tax ( 12,438 ) 475 92 ( 11,871 ) Income tax expense (benefit) ( 3,546 ) 135 27 ( 3,384 ) Other comprehensive income (loss), after tax ( 8,892 ) 340 65 ( 8,487 ) Balance, June 30, 2023 $ ( 61,560 ) $ ( 9,256 ) $ 154 $ ( 70,662 ) 38 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Unrealized Gains (Losses) on Debt Securities (dollars in thousands) Available-for-Sale Held-to-Maturity Derivatives Total Six Months Ended June 30, 2024 Balance, December 31, 2023 $ ( 48,579 ) $ ( 8,549 ) $ ( 35 ) $ ( 57,163 ) Other comprehensive income (loss) before reclassifications ( 731 ) — 78 ( 653 ) Reclassifications 3,382 989 ( 250 ) 4,121 Other comprehensive income (loss), before tax 2,651 989 ( 172 ) 3,468 Income tax expense (benefit) 730 281 ( 50 ) 961 Other comprehensive income (loss), after tax 1,921 708 ( 122 ) 2,507 Balance, June 30, 2024 $ ( 46,658 ) $ ( 7,841 ) $ ( 157 ) $ ( 54,656 ) Six Months Ended June 30, 2023 Balance, December 31, 2022 $ ( 61,998 ) $ ( 9,946 ) $ 185 $ ( 71,759 ) Other comprehensive income (loss) before reclassifications ( 1,195 ) — 161 ( 1,034 ) Reclassifications 1,807 965 ( 203 ) 2,569 Other comprehensive income (loss), before tax 612 965 ( 42 ) 1,535 Income tax expense (benefit) 174 275 ( 11 ) 438 Other comprehensive income (loss), after tax 438 690 ( 31 ) 1,097 Balance, June 30, 2023 $ ( 61,560 ) $ ( 9,256 ) $ 154 $ ( 70,662 ) Reclassifications from accumulated other comprehensive income (loss) for unrealized gains (losses) on debt securities available-for-sale are included in either gains (losses) on sales of securities or provision for credit losses in the accompanying consolidated statements of income. Reclassifications from accumulated other comprehensive income (loss) for unrealized gains on debt securities held-to-maturity are included in securities interest income in the accompanying consolidated statements of income. Reclassifications from accumulated other comprehensive income (loss) for the fair value of derivative financial instruments represent net interest payments received or made on derivatives designated as cash flow hedges. See Note 8 for additional information. 39 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – EARNINGS PER SHARE The Company previously granted restricted stock units that contained non-forfeitable rights to dividend equivalents which were considered participating securities. Prior to 2024, these restricted stock units were included in the calculation of basic earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Diluted earnings per share is computed using the treasury stock method and reflects the potential dilution from the Company’s outstanding restricted stock units and performance restricted stock units. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Numerator: Net income $ 18,070 $ 18,473 $ 33,328 $ 27,681 Earnings allocated to participating securities — ( 11 ) — ( 16 ) Numerator for earnings per share - basic and diluted $ 18,070 $ 18,462 $ 33,328 $ 27,665 Denominator: Weighted average common shares outstanding 31,579,457 31,980,133 31,621,205 31,481,439 Dilutive effect of outstanding restricted stock units 87,354 99,850 113,794 84,981 Weighted average common shares outstanding, including all dilutive potential shares 31,666,811 32,079,983 31,734,999 31,566,420 Earnings per share - Basic $ 0.57 $ 0.58 $ 1.05 $ 0.88 Earnings per share - Diluted $ 0.57 $ 0.58 $ 1.05 $ 0.88 40 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 11 – STOCK-BASED COMPENSATION PLANS The Company has adopted the HBT Financial, Inc. Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) performance awards, (vi) other share-based awards and (vii) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. The maximum number of shares of common stock available for issuance under the Omnibus Incentive Plan is 1,820,000 shares. The following is a summary of stock-based compensation expense (benefit): Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Restricted stock units $ 262 $ 317 $ 535 $ 594 Performance restricted stock units 114 117 350 357 Total awards classified as equity 376 434 885 951 Stock appreciation rights 70 ( 47 ) ( 59 ) ( 46 ) Total stock-based compensation expense $ 446 $ 387 $ 826 $ 905 41 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Restricted Stock Units A restricted stock unit grants a participant the right to receive one share of the Company’s common stock, following the completion of the requisite service period. Restricted stock units are classified as equity. Compensation cost is based on the Company’s stock price on the grant date and is recognized on a straight-line basis over the service period for the entire award. Dividend equivalents on restricted stock units, which are either accrued until vested, are classified as dividends charged to retained earnings. During the six months ended June 30, 2024 and 2023, the total grant date fair value of the restricted stock units granted was $ 1.0 million and $ 1.0 million, respectively, based on the grant date closing prices. The total intrinsic value of restricted stock units that vested during the six months ended June 30, 2024 and 2023 was $ 1.4 million and $ 1.1 million, respectively. The following is a summary of restricted stock unit activity: Three Months Ended June 30, 2024 2023 Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Beginning balance 108,865 $ 19.71 129,422 $ 19.58 Granted — — — — Vested — — — — Forfeited — — — — Ending balance 108,865 $ 19.71 129,422 $ 19.58 Six Months Ended June 30, 2024 2023 Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Beginning balance 128,159 $ 19.56 139,986 $ 18.01 Granted 51,246 19.06 41,847 22.72 Vested ( 70,540 ) 18.96 ( 51,693 ) 17.91 Forfeited — — ( 718 ) 16.58 Ending balance 108,865 $ 19.71 129,422 $ 19.58 As of June 30, 2024, unrecognized compensation cost related to the non-vested restricted stock units was $ 1.4 million. This cost is expected to be recognized over the weighted average remaining service period of 1.7 years. 42 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Performance Restricted Stock Units A performance restricted stock unit is similar to a restricted stock unit, except that the number of shares of the Company’s common stock awarded is based on a performance condition and the completion of the requisite service period. The number of shares of the Company’s common stock that may be earned ranges from 0 % to 150 % of the number of performance restricted stock units granted. Performance restricted stock units are classified as equity. Compensation cost is based on the Company’s stock price on the grant date and an assessment of the probable outcome of the performance condition. Compensation cost is recognized on a straight-line basis over the service period of the entire award. Changes in the performance condition probability assessment result in cumulative catch-up adjustments to the compensation cost recognized. Dividend equivalents on performance restricted stock units, which are accrued until vested, are classified as dividends charged to retained earnings. During the six months ended June 30, 2024 and 2023, the total fair value of the performance restricted stock units granted was $ 0.4 million and $ 0.4 million, respectively, based on the grant date closing prices and an assessment of the probable outcome of the performance condition on the grant date. The total intrinsic value of performance restricted stock units that vested during the six months ended June 30, 2024 was $ 0.8 million. The following is a summary of performance restricted stock unit activity: Three Months Ended June 30, 2024 2023 Performance Restricted Stock Units Weighted Average Grant Date Fair Value Performance Restricted Stock Units Weighted Average Grant Date Fair Value Beginning balance 70,333 $ 19.59 79,097 $ 18.25 Granted — — — — Adjustment for performance condition — — — — Vested — — — — Forfeited — — — — Ending balance 70,333 $ 19.59 79,097 $ 18.25 Six Months Ended June 30, 2024 2023 Performance Restricted Stock Units Weighted Average Grant Date Fair Value Performance Restricted Stock Units Weighted Average Grant Date Fair Value Beginning balance 79,097 $ 18.25 62,067 $ 17.02 Granted 19,933 19.06 17,030 22.72 Adjustment for performance condition 14,349 15.53 — — Vested ( 43,046 ) 15.53 — — Forfeited — — — — Ending balance 70,333 $ 19.59 79,097 $ 18.25 As of June 30, 2024, unrecognized compensation cost related to non-vested performance restricted stock units was $ 0.5 million, based on the current assessment of the probable outcome of the performance conditions. This cost is expected to be recognized over the weighted average remaining service period of 1.5 years. 43 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Stock Appreciation Rights A stock appreciation right grants a participant the right to receive an amount of cash, the value of which equals the appreciation in the Company’s stock price between the grant date and the exercise date. Stock appreciation rights are classified as liabilities. The liability is based on an option-pricing model used to estimate the fair value of the stock appreciation rights. Compensation cost for non-vested stock appreciation rights is recognized on a straight line basis over the service period of the entire award. The following is a summary of stock appreciation rights activity: Three Months Ended June 30, 2024 2023 Stock Appreciation Rights Outstanding Weighted Average Grant Date Assigned Value Stock Appreciation Rights Outstanding Weighted Average Grant Date Assigned Value Beginning balance 73,440 $ 16.32 73,440 $ 16.32 Granted — — — — Exercised — — — — Expired — — — — Forfeited — — — — Ending balance 73,440 $ 16.32 73,440 $ 16.32 Six Months Ended June 30, 2024 2023 Stock Appreciation Rights Weighted Average Grant Date Assigned Value Stock Appreciation Rights Weighted Average Grant Date Assigned Value Beginning balance 73,440 $ 16.32 73,440 $ 16.32 Granted — — — — Exercised — — — — Expired — — — — Forfeited — — — — Ending balance 73,440 $ 16.32 73,440 $ 16.32 As of June 30, 2024, all stock appreciation rights were exercisable and had a weighted average remaining term of 4.8 years. There was no unrecognized compensation cost for stock appreciation rights as of June 30, 2024. 44 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) As of June 30, 2024 and December 31, 2023, the liability recorded for outstanding stock appreciation rights was $ 0.5 million and $ 0.6 million, respectively. The Company uses an option pricing model to value the stock appreciation rights, using the assumptions in the following table. Expected volatility is derived from the historical volatility of the Company’s stock price and a selected peer group of industry-related companies. June 30, 2024 December 31, 2023 Risk-free interest rate 4.33 % 3.85 % Expected volatility 36.94 % 37.37 % Expected life (in years) 5.2 5.7 Expected dividend yield 3.72 % 3.22 % As of December 31, 2023, the liability recorded for previously exercised stock appreciation rights was $ 0.2 million which was paid in 2024. NOTE 12 – REGULATORY MATTERS The Company (on a consolidated basis) and the Bank are each subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the consolidated financial statements of the Company and the Bank. Additionally, the ability of the Company to pay dividends to its stockholders is dependent upon the ability of the Bank to pay dividends to the Company. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings, and other factors. As allowed under the regulations, the Company and the Bank elected to exclude accumulated other comprehensive income, including unrealized gains and losses on debt securities, in the computation of regulatory capital. Prompt corrective action provisions are not applicable to bank holding companies. Additionally, the Company and the Bank must maintain a “capital conservation buffer” to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management. The capital conservation buffer is 2.5 % of risk-weighted assets. 45 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) As of June 30, 2024 and December 31, 2023, the Company and the Bank each met all capital adequacy requirements to which they were subject. The actual and required capital amounts and ratios of the Company (on a consolidated basis) and the Bank were as follows: June 30, 2024 Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions (dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Consolidated HBT Financial, Inc. Total Capital (to Risk Weighted Assets) $ 624,067 16.01 % $ 311,789 8.00 % N/A N/A Tier 1 Capital (to Risk Weighted Assets) 544,803 13.98 233,841 6.00 N/A N/A Common Equity Tier 1 Capital (to Risk Weighted Assets) 493,598 12.66 175,381 4.50 N/A N/A Tier 1 Capital (to Average Assets) 544,803 10.83 201,293 4.00 N/A N/A Heartland Bank and Trust Company Total Capital (to Risk Weighted Assets) $ 608,823 15.63 % $ 311,525 8.00 % $ 389,406 10.00 % Tier 1 Capital (to Risk Weighted Assets) 569,073 14.61 233,643 6.00 311,525 8.00 Common Equity Tier 1 Capital (to Risk Weighted Assets) 569,073 14.61 175,233 4.50 253,114 6.50 Tier 1 Capital (to Average Assets) 569,073 11.32 201,165 4.00 251,457 5.00 46 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) December 31, 2023 Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions (dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Consolidated HBT Financial, Inc. Total Capital (to Risk Weighted Assets) $ 603,234 15.33 % $ 314,814 8.00 % N/A N/A Tier 1 Capital (to Risk Weighted Assets) 527,964 13.42 236,110 6.00 N/A N/A Common Equity Tier 1 Capital (to Risk Weighted Assets) 476,789 12.12 177,083 4.50 N/A N/A Tier 1 Capital (to Average Assets) 527,964 10.49 201,231 4.00 N/A N/A Heartland Bank and Trust Company Total Capital (to Risk Weighted Assets) $ 586,604 14.92 % $ 314,496 8.00 % $ 393,119 10.00 % Tier 1 Capital (to Risk Weighted Assets) 550,808 14.01 235,872 6.00 314,496 8.00 Common Equity Tier 1 Capital (to Risk Weighted Assets) 550,808 14.01 176,904 4.50 255,528 6.50 Tier 1 Capital (to Average Assets) 550,808 10.96 201,063 4.00 251,329 5.00 NOTE 13 – FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. Level 2 - Significant observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Significant unobservable inputs that reflect a Company’s own assumptions about the assumptions that market participants would use in pricing as asset or liability. The Company uses fair value to measure certain assets and liabilities on a recurring basis, such as investment securities, mortgage servicing rights, and derivatives. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period, and such measurements are therefore considered "nonrecurring" for purposes of disclosing the Company's fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for loans held for sale, collateral-dependent loans, bank premises held for sale, and foreclosed assets. 47 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Recurring Basis The following is a description of the methods and significant assumptions used to measure the fair value of assets and liabilities on a recurring basis. Investment Securities When available, the Company uses quoted market prices to determine the fair value of securities; such items are classified in Level 1 of the fair value hierarchy. For the Company’s securities where quoted prices are not available for identical securities in an active market, the Company determines fair value utilizing vendors who apply matrix pricing for similar bonds where no price is observable or may compile prices from various sources. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace. Fair values from these models are verified, where possible, against quoted market prices for recent trading activity of assets with similar characteristics to the security being valued. Such methods are generally classified as Level 2; however, when prices from independent sources vary, cannot be obtained or cannot be corroborated, a security is generally classified as Level 3. The change in fair value of debt securities available-for-sale is recorded through an adjustment to the consolidated statement of comprehensive income. The change in fair value of equity securities with readily determinable fair values is recorded through an adjustment to the consolidated statement of income. Mortgage Servicing Rights The Company has elected to record its mortgage servicing rights at fair value. Mortgage servicing rights do not trade in an active market with readily observable prices. Accordingly, the Company determines the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced as calculated by an independent third party. Key economic assumptions used in measuring the fair value of mortgage servicing rights include, but are not limited to, prepayment speeds and discount rates. Due to the nature of the valuation inputs, mortgage servicing rights are classified as Level 3. The change in fair value is recorded through an adjustment to the consolidated statement of income. Derivative Financial Instruments Interest rate swap agreements are carried at fair value as determined by dealer valuation models. Based on the inputs used, the derivative financial instruments subjected to recurring fair value adjustments are classified as Level 2. For derivative financial instruments designated as hedging instruments, the change in fair value is recorded through an adjustment to the consolidated statement of comprehensive income. For derivative financial instruments not designated as hedging instruments, the change in fair value is recorded through an adjustment to the consolidated statement of income. 48 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following tables summarize assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 by level within the fair value hierarchy: June 30, 2024 (dollars in thousands) Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Fair Value Debt securities available-for-sale: U.S. Treasury $ 128,775 $ — $ — $ 128,775 U.S. government agency — 53,989 — 53,989 Municipal — 134,128 — 134,128 Mortgage-backed: Agency residential — 176,722 — 176,722 Agency commercial — 122,216 — 122,216 Corporate — 53,225 — 53,225 Equity securities with readily determinable fair values 3,228 — — 3,228 Mortgage servicing rights — — 18,984 18,984 Derivative financial assets — 7,625 — 7,625 Derivative financial liabilities — 7,475 — 7,475 December 31, 2023 (dollars in thousands) Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Fair Value Debt securities available-for-sale: U.S. Treasury $ 148,622 $ — $ — $ 148,622 U.S. government agency — 52,097 — 52,097 Municipal — 205,557 — 205,557 Mortgage-backed: Agency residential — 173,984 — 173,984 Agency commercial — 127,012 — 127,012 Corporate — 52,189 — 52,189 Equity securities with readily determinable fair values 3,360 — — 3,360 Mortgage servicing rights — — 19,001 19,001 Derivative financial assets — 6,549 — 6,549 Derivative financial liabilities — 6,227 — 6,227 49 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following tables present additional information about the unobservable inputs used in the fair value measurement of the mortgage servicing rights (dollars in thousands): June 30, 2024 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) Mortgage servicing rights $ 18,984 Discounted cash flows Constant pre-payment rates (CPR) 2.0 % to 59.7 % ( 8.2 %) Discount rate 9.0 % to 19.9 % ( 9.9 %) December 31, 2023 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) Mortgage servicing rights $ 19,001 Discounted cash flows Constant pre-payment rates (CPR) 6.2 % to 49.4 % ( 8.4 %) Discount rate 9.0 % to 37.3 % ( 9.6 %) Nonrecurring Basis The following is a description of the methods and significant assumptions used to measure the fair value of assets and liabilities on a nonrecurring basis. Loans Held for Sale Mortgage loans originated and held for sale are carried at the lower of cost or estimated fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically, these quotes include a premium on the sale and thus these quotes generally indicate fair value of the held for sale loans is greater than cost. Loans held for sale have been classified as Level 2. Collateral-Dependent Loans Periodically, a collateral-dependent loan is evaluated individually and is reported at the fair value of the underlying collateral, less estimated costs to sell, if repayment is expected solely from the collateral. If the collateral value is not sufficient, a specific reserve is recorded. Collateral values are estimated using recent appraisals and customized discounting criteria. Due to the significance of unobservable inputs, fair values of collateral-dependent loans have been classified as Level 3. Bank Premises Held for Sale Bank premises held for sale are recorded at the lower of cost or fair value, less estimated selling costs, at the date classified as held for sale. Values are estimated using recent appraisals and customized discounting criteria. Due to the significance of unobservable inputs, fair values of collateral-dependent loans have been classified as Level 3. Foreclosed Assets Foreclosed assets are recorded at fair value based on property appraisals, less estimated selling costs, at the date of the transfer. Subsequent to the transfer, foreclosed assets are carried at the lower of cost or fair value, less estimated selling costs. Values are estimated using recent appraisals and customized discounting criteria. Due to the significance of unobservable inputs, fair values of collateral-dependent loans have been classified as Level 3. 50 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following tables summarize assets measured at fair value on a nonrecurring basis as of June 30, 2024 and December 31, 2023 by level within the fair value hierarchy: June 30, 2024 (dollars in thousands) Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Fair Value Loans held for sale $ — $ 858 $ — $ 858 Collateral-dependent loans — — 28,517 28,517 Bank premises held for sale — — 317 317 Foreclosed assets — — 320 320 December 31, 2023 (dollars in thousands) Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Fair Value Loans held for sale $ — $ 2,318 $ — $ 2,318 Collateral-dependent loans — — 32,685 32,685 Foreclosed assets — — 852 852 The following tables present quantitative information about unobservable inputs used in nonrecurring Level 3 fair value measurements (dollars in thousands): June 30, 2024 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) Collateral-dependent loans $ 28,517 Appraisal of collateral Appraisal adjustments Not meaningful Bank premises held for sale 317 Appraisal Appraisal adjustments 7 % ( 7 %) Foreclosed assets 320 Appraisal Appraisal adjustments 7 % ( 7 %) December 31, 2023 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) Collateral-dependent loans $ 32,685 Appraisal of collateral Appraisal adjustments Not meaningful Foreclosed assets 852 Appraisal Appraisal adjustments 7 % ( 7 %) Other Fair Value Methods The following methods and assumptions were used by the Company in estimating fair value disclosures of its other financial instruments. There were no changes in the methods and significant assumptions used to estimate the fair value of these financial instruments. Cash and Cash Equivalents The carrying amounts of these financial instruments approximate their fair values. Restricted Stock The carrying amount of FHLB stock approximates fair value based on the redemption provisions of the FHLB. 51 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Loans The fair value estimation process for the loan portfolio uses an exit price concept and reflects discounts the Company believes are consistent with discounts in the marketplace. Fair values are estimated for portfolios of loans with similar characteristics. Loans are segregated by type such as commercial and industrial, agricultural and farmland, commercial real estate – owner occupied, commercial real estate – non-owner occupied, multi-family, construction and land development, one-to-four family residential, and municipal, consumer, and other. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also includes other assumptions to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate. Investments in Unconsolidated Subsidiaries The fair values of the Company’s investments in unconsolidated subsidiaries are presumed to approximate carrying amounts. Time and Brokered Time Deposits Fair values of certificates of deposit with stated maturities have been estimated using the present value of estimated future cash flows discounted at rates currently offered for similar instruments. Time deposits also include public funds time deposits. Securities Sold Under Agreements to Repurchase The fair values of repurchase agreements with variable interest rates are presumed to approximate their recorded carrying amounts. FHLB Advances The fair values of FHLB advances are estimated using discounted cash flow analyses based on current rates offered for borrowings with similar remaining maturities and characteristics. Subordinated Notes The fair values of subordinated notes are estimated using discounted cash flow analyses based on rates observed on recent debt issuances by other financial institutions. Junior Subordinated Debentures The fair values of subordinated debentures are estimated using discounted cash flow analyses based on rates observed on recent debt issuances by other financial institutions. Accrued Interest The carrying amounts of accrued interest approximate fair value. 52 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following table provides summary information on the carrying amounts and estimated fair values of the Company’s financial instruments: (dollars in thousands) Fair Value Hierarchy Level June 30, 2024 December 31, 2023 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial assets: Cash and cash equivalents Level 1 $ 195,240 $ 195,240 $ 141,252 $ 141,252 Debt securities held-to-maturity Level 2 512,549 453,753 521,439 466,496 Restricted stock Level 3 5,086 5,086 7,160 7,160 Loans, net Level 3 3,344,677 3,310,985 3,364,369 3,349,540 Investments in unconsolidated subsidiaries Level 3 1,614 1,614 1,614 1,614 Accrued interest receivable Level 2 22,425 22,425 24,534 24,534 Financial liabilities: Time deposits Level 3 796,069 787,391 627,253 619,682 Brokered time deposits Level 3 29,992 29,984 144,880 144,944 Securities sold under agreements to repurchase Level 2 29,330 29,330 42,442 42,442 FHLB advances Level 3 13,734 13,590 12,623 12,621 Subordinated notes Level 3 39,514 37,386 39,474 36,993 Junior subordinated debentures Level 3 52,819 48,787 52,789 48,529 Accrued interest payable Level 2 6,832 6,832 6,969 6,969 The Company estimated the fair value of lending related commitments as described in Note 14 to be immaterial based on limited interest rate exposure due to their variable nature, short-term commitment periods, and termination clauses provided in the agreements. Limitations Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair values have been estimated using data which management considered the best available and estimation methodologies deemed suitable for the pertinent category of financial instrument. 53 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 14 – COMMITMENTS AND CONTINGENCIES Financial Instruments The Bank is party to credit-related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Such commitments and conditional obligations were as follows: Contractual Amount (dollars in thousands) June 30, 2024 December 31, 2023 Commitments to extend credit $ 892,241 $ 869,013 Standby letters of credit 24,399 23,732 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, by the Bank upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies, but may include real estate, accounts receivable, inventory, property, plant, and equipment, and income-producing properties. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those standby letters of credit are primarily issued to support extensions of credit. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. The Bank secures the standby letters of credit with the same collateral used to secure the related loan. Allowance for Credit Losses on Unfunded Lending-related Commitments The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company. The allowance for credit losses on unfunded commitments is included in other liabilities on the consolidated balance sheets and is adjusted through a charge to provision for credit loss expense on the consolidated statements of income. The allowance for credit losses on unfunded commitments estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The allowance for credit losses on unfunded commitments was $ 4.3 million and $ 3.8 million as of June 30, 2024 and December 31, 2023, respectively. 54 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Legal Contingencies In the normal course of business, the Company, or its subsidiaries, are involved in various legal proceedings. In the opinion of management, any liability resulting from pending proceedings would not be expected to have a material adverse effect on the Company's consolidated financial statements. DeBaere, et al v. Heartland Bank and Trust Company The Bank was a defendant in a purported class action lawsuit filed in June 2020, in the Circuit Court of Cook County, Illinois. The plaintiff, a customer of the Bank, alleges that the Bank breached its contract with the plaintiff by (1) charging multiple insufficient funds fees or overdraft fees on a single customer-initiated transaction, and (2) charging overdraft fees for transactions that were authorized on a positive account balance, but when settled, settled into a negative balance. Miller, et al v. State Bank of Lincoln and Heartland Bank and Trust Company The Bank was a defendant in a purported class action lawsuit filed in May 2020, in the Circuit Court of Logan County, Illinois. The plaintiff, a customer of State Bank of Lincoln, which previously merged with the Bank, alleges that the Bank breached its contract with the plaintiff by charging multiple insufficient funds fees or overdraft fees on a single customer-initiated transaction. On May 15, 2023, the Bank reached an agreement in principle to settle both the DeBaere, et al and Miller, et al cases in which the Bank would make one-time cash payments totaling $ 3.4 million, without admitting fault, to release the Bank from further liability and claims in both the cases. Definitive settlement agreements reflecting the terms of the agreement in principle were approved by the Court on December 15, 2023 in the DeBaere, et al case and on February 16, 2024 in the Miller, et al case. The Bank made the one-time cash payments totaling $ 3.4 million during the fourth quarter of 2023. The settlements do not include any admission of liability or wrongdoing by the Bank, and the Bank expressly denies any liability or wrongdoing with respect to any matter alleged in the Class Action and Receiver’s Action. The Bank agreed in principle to the settlements to avoid the cost, risks and distraction of continued litigation. The Company believes the settlements are in the best interests of the Company and its shareholders. An initial $ 2.6 million accrual was recognized in other noninterest expense during the fourth quarter of 2022, reflecting management’s best estimate at that time, and an additional $ 0.8 million accrual was recognized in other noninterest expense during the second quarter of 2023, following the agreement in principle to settle both the DeBaere, et al and Miller, et al cases. 55 Table of Contents HBT FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) John Pickett v. Town and Country Bank The Bank is a defendant in a purported class action lawsuit filed in October 2023, in the Circuit Court of Sangamon County, Illinois. The plaintiff, a customer of Town and Country Bank, which previously merged with the Bank, alleges that the Bank breached its contract with the plaintiff by charging overdraft fees for transactions that were authorized on a positive account balance, but when settled, settled into a negative balance. On March 29, 2024, the Bank reached an agreement in principle to settle this case in which the Bank would make a one-time cash payment of $ 0.3 million, without admitting fault, to release the Bank from further liability and claims in the case. If the proposed settlement agreement is approved by the Court and is not subject to appeal, the Bank will make a one-time cash payment of $ 0.3 million. The proposed settlement does not include any admission of liability or wrongdoing by the Bank, and the Bank expressly denies any liability or wrongdoing with respect to any matter alleged in the case. The Bank has agreed in principle to the settlement to avoid the cost, risks, and distraction of continued litigation. The Company believes the proposed settlement is in the best interests of the Company and its shareholders. An initial accrual of $ 0.2 million was recorded during the fourth quarter of 2023, reflecting management's best estimate at that time, and an additional $ 0.1 million accrual was recorded during the first quarter of 2024. As of June 30, 2024 and December 31, 2023, the Company had $ 0.3 million and $ 0.2 million accrued related to this matter, respectively. 56 Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context requires otherwise, references in this report to the “Company,” “we,” “us” and “our” refer to HBT Financial, Inc. and its subsidiaries. The following is management’s discussion and analysis of the financial condition as of June 30, 2024 (unaudited), as compared with December 31, 2023, and the results of operations for the three and six months ended June 30, 2024 and 2023 (unaudited). Management’s discussion and analysis should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q, as well as the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 6, 2024. Results of operations for the three and six months ended June 30, 2024 and 2023 are not necessarily indicative of results to be attained for the year ended December 31, 2024 , or for any other period. OVERVIEW HBT Financial, Inc., headquartered in Bloomington, Illinois, is the holding company for Heartland Bank and Trust Company, and has banking roots that can be traced back to 1920. We provide a comprehensive suite of financial products and services to consumers, businesses, and municipal entities throughout Illinois and eastern Iowa. As of June 30, 2024, the Company had total assets of $5.0 billion, loans held for investment of $3.4 billion, and total deposits of $4.3 billion. Market Area As of June 30, 2024, our branch network included 66 full-service branch locations throughout Illinois and eastern Iowa. We hold a leading deposit share in many of our central Illinois markets, which we define as a top three deposit share rank, providing the foundation for our strong deposit base. The stability provided by this low-cost funding is a key driver of our strong track record of financial performance. Below is a summary of our loan and deposit balances by geographic region: June 30, 2024 December 31, 2023 (dollars in thousands) Loans Deposits Loans Deposits Central $ 1,681,530 $ 3,012,316 $ 1,693,794 $ 3,094,305 Chicago MSA 1,382,711 1,193,793 1,406,348 1,197,865 Illinois 3,064,241 4,206,109 3,100,142 4,292,170 Iowa 321,242 112,584 304,275 109,267 Total $ 3,385,483 $ 4,318,693 $ 3,404,417 $ 4,401,437 Town and Country Acquisition On February 1, 2023, HBT Financial completed its acquisition of Town and Country, the holding company for Town and Country Bank. The acquisition of Town and Country further enhanced HBT Financial’s footprint in central Illinois and expanded our footprint into metro-east St. Louis. At the time of acquisition, Town and Country Bank operated 10 full-service branch locations which began operating as branches of Heartland Bank. The core system conversion was successfully completed in April 2023. After considering business combination accounting adjustments, Town and Country added total assets of $937 million, total loans held for investment of $635 million, and total deposits of $720 million. Total consideration consisted of 3.4 million shares of HBT Financial’s common stock and $38.0 million in cash. Based upon the closing price of HBT Financial common stock of $21.12 on February 1, 2023, the aggregate consideration was approximately $109.4 million. Goodwill of $30.5 million was recorded in the acquisition. 57 Table of Contents There were no acquisition-related expenses during the three and six months ended June 30, 2024. Acquisition-related expenses totaled $0.6 million during the three months ended June 30, 2023 and $13.7 million during the six months ended June 30, 2023, including the recognition of an allowance for credit losses on non-PCD loans of $5.2 million and an allowance for credit losses on unfunded commitments of $0.7 million through provision for credit losses. FACTORS AFFECTING OUR RESULTS OF OPERATIONS Economic Conditions The Company's business and financial performance are affected by economic conditions generally in the U.S. and more directly in the Illinois and Iowa markets where we primarily operate. The significant economic factors that are most relevant to our business and our financial performance include the general economic conditions in the U.S. and in the Company's markets (including the effect of inflationary pressures), unemployment rates, real estate markets, and interest rates. Interest Rates Net interest income is our primary source of revenue. Net interest income is equal to the excess of interest income earned on interest earning assets (including discount accretion on purchased loans plus certain loan fees) over interest expense incurred on interest-bearing liabilities. The level of interest rates as well as the volume of interest-earning assets and interest-bearing liabilities both impact net interest income. Net interest income is also influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the Federal Reserve Board (“FRB”), and market interest rates. The cost of our deposits and short-term wholesale borrowings is largely based on short-term interest rates, which are primarily driven by the FRB’s actions. The yields generated by our loans and securities are typically driven by short-term and long-term interest rates, which are set by the market and, to some degree, by the FRB’s actions. Our net interest income is therefore influenced by movements in such interest rates and the pace at which such movements occur. Generally, we expect increases in market interest rates will increase our net interest income and net interest margin in future periods, while decreases in market interest rates may decrease our net interest income and net interest margin in future periods; however, this depends upon the timing and extent of interest rate fluctuations and may not always be the case. Credit Trends We focus on originating loans with appropriate risk/reward profiles. We have a detailed loan policy that guides our overall loan origination philosophy and a well-established loan approval process that requires experienced credit officers to approve larger loan relationships. Although we believe our loan approval and credit review processes are strengths that allow us to maintain a high-quality loan portfolio, we recognize that credit trends in the markets in which we operate and in our loan portfolio can materially impact our financial condition and performance and that these trends are primarily driven by the economic conditions in our markets. Competition Our profitability and growth are affected by the highly competitive nature of the financial services industry. We compete with community banks in all our markets and, to a lesser extent, with regional and national banks, primarily in the Chicago MSA. Additionally, we compete with non-bank financial services companies, FinTechs and other financial institutions operating within the areas we serve. We compete by emphasizing personalized service and efficient decision-making tailored to individual needs. We do not rely on any individual, group, or entity for a material portion of our loans or our deposits. We continue to see significant competitive pressure on loan rates and terms, as well as deposit pricing, which may affect our financial results in the future. 58 Table of Contents Digital Banking Throughout the banking industry, in-person branch traffic is expected to continue to decline as more customers turn to digital banking for routine banking transactions. Additionally, widespread adoption of faster payment and instant payment technologies could require us to substantially increase our expenditures on technology and cybersecurity infrastructure, increase our regulatory compliance costs, and adversely impact the stability of our deposit base. We plan to continue investing in our digital banking platforms while maintaining an appropriately sized branch network. An inability to meet evolving customer expectations for both digital and in-person banking may adversely affect our financial results in the future. Regulatory Environment and Trends We are subject to federal and state regulation and supervision, which continue to evolve as the legal and regulatory framework governing our operations continues to change. The current operating environment includes extensive regulation and supervision in areas such as consumer compliance, the Bank Secrecy Act and anti-money laundering compliance, risk management, and internal audit. We anticipate that this environment of extensive regulation and supervision will continue for the industry. As a result, changes in the regulatory environment may result in additional costs for additional compliance, risk management, and audit personnel or professional fees associated with advisors and consultants. FACTORS AFFECTING COMPARABILITY OF FINANCIAL RESULTS JOBS Act Accounting Election We qualify as an “emerging growth company” under the JOBS Act. The JOBS Act permits us an extended transition period for complying with new or revised accounting standards affecting public companies. The Company may remain an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the completion of our initial public offering, which is December 31, 2024, (2) the last day of the fiscal year in which the Company has $1.235 billion or more in annual revenues, (3) the date on which the Company is deemed to be a “large accelerated filer” under the Exchange Act, or (4) the date on which the Company has, during the previous three year period, issued, publicly or privately, more than $1.0 billion in non-convertible debt securities. We have elected to use the extended transition period until we are no longer an emerging growth company or until we choose to affirmatively and irrevocably opt out of the extended transition period. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements applicable to public companies. 59 Table of Contents RESULTS OF OPERATIONS Overview of Recent Financial Results The following table presents selected financial results and measures: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands, except per share amounts) 2024 2023 2024 2023 Total interest and dividend income $ 62,824 $ 56,768 $ 124,785 $ 108,547 Total interest expense 15,796 7,896 31,069 12,838 Net interest income 47,028 48,872 93,716 95,709 Provision for credit losses 1,176 (230) 1,703 5,980 Net interest income after provision for credit losses 45,852 49,102 92,013 89,729 Total noninterest income 9,610 9,914 15,236 17,351 Total noninterest expense 30,509 33,973 61,777 69,906 Income before income tax expense 24,953 25,043 45,472 37,174 Income tax expense 6,883 6,570 12,144 9,493 Net income $ 18,070 $ 18,473 $ 33,328 $ 27,681 Adjusted net income (1) $ 18,139 $ 18,772 $ 36,212 $ 38,631 Net interest income (tax-equivalent basis) (1) (2) $ 47,581 $ 49,587 $ 94,844 $ 97,126 Share and Per Share Information Earnings per share - Diluted $ 0.57 $ 0.58 $ 1.05 $ 0.88 Adjusted earnings per share - Diluted (1) 0.57 0.58 1.14 1.22 Weighted average shares of common stock outstanding 31,579,457 31,980,133 31,621,205 31,481,439 Summary Ratios Net interest margin * 3.95 % 4.16 % 3.95 % 4.18 % Net interest margin (tax-equivalent basis) * (1) (2) 4.00 4.22 3.99 4.24 Yield on loans * 6.35 5.97 6.34 5.89 Yield on interest-earning assets * 5.28 4.83 5.25 4.74 Cost of interest-bearing liabilities * 1.85 0.95 1.82 0.80 Cost of total deposits * 1.31 0.41 1.28 0.33 Cost of funds * 1.42 0.71 1.39 0.59 Efficiency ratio 52.61 % 56.57 % 55.40 % 60.74 % Efficiency ratio (tax-equivalent basis) (1) (2) 52.10 55.89 54.83 59.99 Return on average assets * 1.45 % 1.49 % 1.34 % 1.15 % Return on average stockholders' equity * 14.48 16.30 13.46 12.73 Return on average tangible common equity * (1) 17.21 19.91 16.03 15.31 Adjusted return on average assets * (1) 1.45 % 1.51 % 1.45 % 1.60 % Adjusted return on average stockholders' equity * (1) 14.54 16.57 14.63 17.77 Adjusted return on average tangible common equity * (1) 17.27 20.23 17.42 21.36 _________________________________________________ * Annualized measure. (1) See "Non-GAAP Financial Information" for reconciliation of non-GAAP measures to their most closely comparable GAAP measures. (2) On a tax-equivalent basis assuming a federal income tax rate of 21% and a state income tax rate of 9.5%. 60 Table of Contents Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023 For the three months ended June 30, 2024, net income was $18.1 million, decreasing by $0.4 million, or 2.2%, when compared to net income for the three months ended June 30, 2023. Notable changes include the following: • Noninterest expense decreased by $3.5 million, primarily reflecting the absence of $0.8 million of legal fees and $0.8 million of accruals related to legal matters previously disclosed, the absence of $0.6 million of Town and Country acquisition-related expenses, and the realization of planned cost reductions following the Town and Country core system conversion completed in April 2023; • Net interest income decreased $1.8 million, primarily attributable to higher funding costs which were partially offset by higher asset yields and an increase in interest-earning assets; • A provision for credit losses of $1.2 million was recognized during the three months ended June 30, 2024, compared to a negative provision for credit losses of $0.2 million during the three months ended June 30, 2023; and • An additional $0.5 million of tax expense was recognized during the second quarter of 2024 for a deferred tax expense write-down, primarily as a result of an Illinois tax change. This increased our effective tax rate to 27.6% during the second quarter of 2024 compared to 26.2% during the second quarter of 2023. We expect this write-down to be earned back over several years through reduced tax expense. Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023 For the six months ended June 30, 2024, net income was $33.3 million, increasing by $5.6 million, or 20.4%, when compared to net income for the six months ended June 30, 2023. Notable changes include the following: • There were no Town and Country acquisition-related expenses during the six months ended June 30, 2024, compared to $13.7 million of acquisition-related expenses incurred during the six months ended June 30, 2023; • Net losses of $3.4 million were realized on the sale of debt securities during the six months ended June 30, 2024, compared to net losses of $1.0 million realized during the six months ended June 30, 2023; • A $2.0 million decrease in net interest income, primarily attributable to higher funding costs which were partially offset by higher asset yields and an increase in interest-earning assets; • Impairment losses on bank premises of $0.6 million related to the closure of two branch premises, now held for sale, were recognized during 2024 which were not present in the 2023 results; and • A $2.7 million increase in tax expense primarily reflects higher pre-tax income resulting from the above items as well as an additional $0.5 million for a deferred tax expense write-down, primarily as a result of an Illinois tax change. This increased our effective tax rate to 26.7% during the six months ended June 30, 2024, compared to 25.5% during the six months ended June 30, 2023. We expect this write-down to be earned back over several years through reduced tax expense. Net Interest Income Net interest income equals the excess of interest income on interest earning assets (including discount accretion on acquired loans plus certain loan fees) over interest expense incurred on interest-bearing liabilities. Interest rate spread and net interest margin are utilized to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on interest-earning assets and the rate paid for interest-bearing liabilities that fund those assets. The net interest margin is expressed as the percentage of net interest income to average interest-earning assets. The net interest margin exceeds the interest rate spread because noninterest-bearing sources of funds, principally noninterest-bearing demand deposits and stockholders’ equity, also support interest-earning assets. The following tables set forth average balances, average yields and costs, and certain other information. Average balances are daily average balances. Nonaccrual loans are included in the computation of average balances but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees and costs, discounts and premiums, as well as purchase accounting adjustments that are accreted or amortized to interest income or expense. 61 Table of Contents Three Months Ended June 30, 2024 June 30, 2023 (dollars in thousands) Average Balance Interest Yield/Cost * Average Balance Interest Yield/Cost * ASSETS Loans $ 3,374,058 $ 53,274 6.35 % $ 3,238,774 $ 48,189 5.97 % Securities 1,195,287 6,907 2.32 1,384,180 7,680 2.23 Deposits with banks 211,117 2,570 4.90 84,366 781 3.71 Other 5,096 73 5.80 8,577 118 5.52 Total interest-earning assets 4,785,558 $ 62,824 5.28 % 4,715,897 $ 56,768 4.83 % Allowance for credit losses (40,814) (39,484) Noninterest-earning assets 283,103 299,622 Total assets $ 5,027,847 $ 4,976,035 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Interest-bearing deposits: Interest-bearing demand $ 1,123,592 $ 1,429 0.51 % $ 1,224,285 $ 683 0.22 % Money market 788,744 4,670 2.38 674,200 1,506 0.90 Savings 592,312 393 0.27 687,014 189 0.11 Time 763,507 7,117 3.75 447,025 1,933 1.73 Brokered 38,213 524 5.51 1,451 12 3.44 Total interest-bearing deposits 3,306,368 14,133 1.72 3,033,975 4,323 0.57 Securities sold under agreements to repurchase 30,440 129 1.70 34,170 34 0.40 Borrowings 13,466 121 3.60 173,040 2,189 5.07 Subordinated notes 39,504 469 4.78 39,424 469 4.78 Junior subordinated debentures issued to capital trusts 52,812 944 7.18 52,752 881 6.70 Total interest-bearing liabilities 3,442,590 $ 15,796 1.85 % 3,333,361 $ 7,896 0.95 % Noninterest-bearing deposits 1,043,614 1,145,089 Noninterest-bearing liabilities 39,806 43,080 Total liabilities 4,526,010 4,521,530 Stockholders' Equity 501,837 454,505 Total liabilities and stockholders’ equity $ 5,027,847 $ 4,976,035 Net interest income/Net interest margin (1) $ 47,028 3.95 % $ 48,872 4.16 % Tax-equivalent adjustment (2) 553 0.05 715 0.06 Net interest income (tax-equivalent basis)/ Net interest margin (tax-equivalent basis) (2) (3) $ 47,581 4.00 % $ 49,587 4.22 % Net interest rate spread (4) 3.43 % 3.88 % Net interest-earning assets (5) $ 1,342,968 $ 1,382,536 Ratio of interest-earning assets to interest-bearing liabilities 1.39 1.41 Cost of total deposits 1.31 % 0.41 % Cost of funds 1.42 0.71 _________________________________________________ * Annualized measure. (1) Net interest margin represents net interest income divided by average total interest-earning assets. (2) On a tax-equivalent basis assuming a federal income tax rate of 21% and a state income tax rate of 9.5%. (3) See "Non-GAAP Financial Information" for reconciliation of non-GAAP measure to their most closely comparable GAAP measures. (4) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. (5) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities. 62 Table of Contents Six Months Ended June 30, 2024 June 30, 2023 (dollars in thousands) Average Balance Interest Yield/Cost * Average Balance Interest Yield/Cost * ASSETS Loans $ 3,372,640 $ 106,294 6.34 % $ 3,126,173 $ 91,300 5.89 % Securities 1,208,367 13,754 2.29 1,397,821 15,493 2.24 Deposits with banks 189,207 4,522 4.81 88,343 1,520 3.47 Other 5,291 215 8.18 8,004 234 5.89 Total interest-earning assets 4,775,505 $ 124,785 5.25 % 4,620,341 $ 108,547 4.74 % Allowance for credit losses (40,526) (36,410) Noninterest-earning assets 280,676 287,314 Total assets $ 5,015,655 $ 4,871,245 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Interest-bearing deposits: Interest-bearing demand $ 1,125,638 $ 2,740 0.49 % $ 1,227,447 $ 1,141 0.19 % Money market 800,714 9,467 2.38 654,514 2,441 0.75 Savings 601,768 836 0.28 698,375 367 0.11 Time 714,003 13,042 3.67 402,151 2,736 1.37 Brokered 60,181 1,641 5.48 729 12 3.44 Total interest-bearing deposits 3,302,304 27,726 1.69 2,983,216 6,697 0.45 Securities sold under agreements to repurchase 31,448 281 1.80 36,879 72 0.39 Borrowings 13,235 246 3.73 143,632 3,486 4.89 Subordinated notes 39,494 939 4.78 39,414 939 4.81 Junior subordinated debentures issued to capital trusts 52,804 1,877 7.15 50,183 1,644 6.61 Total interest-bearing liabilities 3,439,285 $ 31,069 1.82 % 3,253,324 $ 12,838 0.80 % Noninterest-bearing deposits 1,040,007 1,133,292 Noninterest-bearing liabilities 38,457 46,181 Total liabilities 4,517,749 4,432,797 Stockholders' Equity 497,906 438,448 Total liabilities and stockholders’ equity $ 5,015,655 4,871,245 Net interest income/Net interest margin (1) $ 93,716 3.95 % $ 95,709 4.18 % Tax-equivalent adjustment (2) 1,128 0.04 1,417 0.06 Net interest income (tax-equivalent basis)/ Net interest margin (tax-equivalent basis) (2) (3) $ 94,844 3.99 % $ 97,126 4.24 % Net interest rate spread (4) 3.43 % 3.94 % Net interest-earning assets (5) $ 1,336,220 $ 1,367,017 Ratio of interest-earning assets to interest-bearing liabilities 1.39 1.42 Cost of total deposits 1.28 % 0.33 % Cost of funds 1.39 0.59 _________________________________________________ * Annualized measure. (1) Net interest margin represents net interest income divided by average total interest-earning assets. (2) On a tax-equivalent basis assuming a federal income tax rate of 21% and a state income tax rate of 9.5%. (3) See "Non-GAAP Financial Information" for reconciliation of non-GAAP measure to their most closely comparable GAAP measures. (4) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. (5) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities. 63 Table of Contents The following table sets forth the components of loan interest income and their contributions to the total loan yield. Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (dollars in thousands) Interest Yield Contribution * Interest Yield Contribution * Interest Yield Contribution * Interest Yield Contribution * Contractual interest $ 50,991 6.08 % $ 45,897 5.69 % $ 101,508 6.05 % $ 86,873 5.60 % Loan fees (excluding PPP loans) 1,110 0.13 1,184 0.15 2,151 0.13 2,290 0.15 PPP loan fees — — — — — — 1 — Accretion of acquired loan discounts 982 0.12 1,008 0.12 2,177 0.13 1,821 0.12 Nonaccrual interest recoveries 191 0.02 100 0.01 458 0.03 315 0.02 Total loan interest income $ 53,274 6.35 % $ 48,189 5.97 % $ 106,294 6.34 % $ 91,300 5.89 % _________________________________________________ * Annualized measure. 64 Table of Contents The following table sets forth the components of net interest income and their contributions to the net interest margin. Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (dollars in thousands) Interest Net Interest Margin Contribution * Interest Net Interest Margin Contribution * Interest Net Interest Margin Contribution * Interest Net Interest Margin Contribution * Interest income: Contractual interest on loans $ 50,991 4.29 % $ 45,897 3.90 % $ 101,508 4.27 % $ 86,873 3.79 % Loan fees (excluding PPP loans) 1,110 0.09 1,184 0.10 2,151 0.09 2,290 0.10 PPP loan fees — — — — — — 1 — Accretion of acquired loan discounts 982 0.08 1,008 0.09 2,177 0.09 1,821 0.08 Nonaccrual interest recoveries 191 0.02 100 0.01 458 0.02 315 0.01 Securities 6,907 0.58 7,680 0.65 13,754 0.58 15,493 0.68 Interest-bearing deposits in bank 2,570 0.21 781 0.07 4,522 0.19 1,520 0.07 Other 73 0.01 118 0.01 215 0.01 234 0.01 Total interest income 62,824 5.28 56,768 4.83 124,785 5.25 108,547 4.74 Interest expense: Deposits 14,133 1.19 4,323 0.37 27,726 1.16 6,697 0.29 Other interest-bearing liabilities 1,663 0.14 3,573 0.30 3,343 0.14 6,141 0.27 Total interest expense 15,796 1.33 7,896 0.67 31,069 1.30 12,838 0.56 Net interest income 47,028 3.95 48,872 4.16 93,716 3.95 95,709 4.18 Tax-equivalent adjustment (1) 553 0.05 715 0.06 1,128 0.04 1,417 0.06 Net interest income (tax-equivalent) (1) (2) $ 47,581 4.00 % $ 49,587 4.22 % $ 94,844 3.99 % $ 97,126 4.24 % _________________________________________________ * Annualized measure. (1) On a tax-equivalent basis assuming a federal income tax rate of 21% and a state income tax rate of 9.5%. (2) See "Non-GAAP Financial Information" for reconciliation of non-GAAP measure to their most closely comparable GAAP measures. 65 Table of Contents Rate/Volume Analysis The following table sets forth the dollar amount of changes in interest income and interest expense for the major categories of our interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to changes attributable to volume ( i.e. , changes in average balances multiplied by the prior-period average rate), and changes attributable to rate ( i.e. , changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both volume and rate that cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate. Three Months Ended June 30, 2024 vs. Three Months Ended June 30, 2023 Six Months Ended June 30, 2024 vs. Six Months Ended June 30, 2023 Increase (Decrease) Due to Total Increase (Decrease) Due to Total (dollars in thousands) Volume Rate Volume Rate Interest-earning assets: Loans $ 2,063 $ 3,022 $ 5,085 $ 7,482 $ 7,512 $ 14,994 Securities (1,081) 308 (773) (2,147) 408 (1,739) Deposits with banks 1,479 310 1,789 2,239 763 3,002 Other (50) 5 (45) (94) 75 (19) Total interest-earning assets 2,411 3,645 6,056 7,480 8,758 16,238 Interest-bearing liabilities: Interest-bearing deposits: Interest-bearing demand (60) 806 746 (102) 1,701 1,599 Money market 295 2,869 3,164 656 6,370 7,026 Savings (29) 233 204 (57) 526 469 Time 1,969 3,215 5,184 3,248 7,058 10,306 Brokered 500 12 512 1,617 12 1,629 Total interest-bearing deposits 2,675 7,135 9,810 5,362 15,667 21,029 Securities sold under agreements to repurchase (4) 99 95 (12) 221 209 Borrowings (1,569) (499) (2,068) (2,573) (667) (3,240) Subordinated notes 1 (1) — 2 (2) — Junior subordinated debentures issued to capital trusts 1 62 63 89 144 233 Total interest-bearing liabilities 1,104 6,796 7,900 2,868 15,363 18,231 Change in net interest income $ 1,307 $ (3,151) $ (1,844) $ 4,612 $ (6,605) $ (1,993) Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023 Net interest income for the three months ended June 30, 2024 was $47.0 million, decreasing $1.8 million, or 3.8%, when compared to the three months ended June 30, 2023. The decrease is primarily attributable to an increase in funding costs which were mostly offset by higher yields on interest-earning assets and an increase in interest-earning assets. Net interest margin decreased to 3.95% for the three months ended June 30, 2024, compared to 4.16% for the three months ended June 30, 2023. The decrease was primarily attributable to increases in funding costs outpacing increases in interest-earning asset yields. Additionally, the contribution of acquired loan discount accretion to net interest margin decreased to 8 basis points during the three months ended June 30, 2024, from 9 basis points during the three months ended June 30, 2023. 66 Table of Contents Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023 Net interest income for the six months ended June 30, 2024 was $93.7 million, decreasing $2.0 million, or 2.1%, when compared to the six months ended June 30, 2023. The decrease is primarily attributable to an increase in funding costs which were mostly offset by higher yields on interest-earning assets and higher interest-earning asset balances following the Town and Country merger. Net interest margin decreased to 3.95% for the six months ended June 30, 2024, compared to 4.18% for the six months ended June 30, 2023. The decrease was primarily attributable to increases in funding costs outpacing increases in interest-earning asset yields. Additionally, the contribution of acquired loan discount accretion to net interest margin increased to 9 basis points during the six months ended June 30, 2024, compared to 8 basis points during the six months ended June 30, 2023. The quarterly net interest margins were as follows: 2024 2023 Three months ended: March 31 3.94 % 4.20 % June 30 3.95 4.16 September 30 — 4.07 December 31 — 3.93 Our net interest margin decreased modestly beginning in the second quarter of 2023 as increased competition for deposits drove an increase in our funding costs. This continued during the remainder of 2023 with increases in funding costs outpacing increases in interest-earning asset yields. Our deposit balances and funding costs began to stabilize during the first quarter of 2024, but increases in market interest rates could lead to further increases in funding costs or decreases in core deposit balances which may be replaced by higher cost funding sources, such as FHLB advances and brokered deposits. 67 Table of Contents Provision for Credit Losses The following table sets forth the components of provision for credit losses for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 PROVISION FOR CREDIT LOSSES Loans $ 677 $ (1,080) $ 1,237 $ 4,021 Unfunded lending-related commitments 499 650 466 1,159 Debt securities — 200 — 800 Total provision for credit losses $ 1,176 $ (230) $ 1,703 $ 5,980 Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023 The Company recorded a provision for credit losses of $1.2 million for the second quarter of 2024, compared to a $0.2 million negative provision during the second quarter of 2023. The second quarter of 2024 provision for credit losses primarily reflects a $0.9 million increase in required reserves resulting from changes in economic forecasts and a $0.9 million increase in required reserves driven by increased loan balances and changes within the loan portfolio which were mostly offset by a $0.7 million decrease in specific reserves. Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023 The Company recorded a provision for credit losses of $1.7 million for the six months ended June 30, 2024. The 2024 provision for credit losses primarily reflects a $3.7 million increase in required reserves resulting from changes in qualitative factors; a $1.2 million decrease in required reserves resulting from changes in economic forecasts; a $0.8 million decrease in specific reserves on individually evaluated loans; and a $0.1 million decrease in required reserves driven by changes within the loan portfolio. The 2023 results included the recognition of an allowance for credit losses on non-PCD loans of $5.2 million and an allowance for credit losses on unfunded commitments of $0.7 million through provision for credit losses which were related to the Town and Country acquisition. Additionally, the 2023 results included the establishment of an allowance for credit losses of $0.8 million on debt securities available-for-sale, related to one bank subordinated debt security, which was later reversed during the third quarter of 2023 after a merger announcement by the issuer of the bank subordinated debt security. Credit losses are highly dependent on current and forecast economic conditions. Potential deterioration of economic conditions may lead to higher credit losses and adversely impact our financial condition and results of operations. The economic forecasts utilized in estimating the allowance for credit losses on loans and lending-related unfunded commitments include the unemployment rate and changes in GDP as macroeconomic variables, although other economic metrics are considered on a qualitative basis. 68 Table of Contents Noninterest Income The following table sets forth the major categories of noninterest income for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 $ Change % Change 2024 2023 $ Change % Change Card income $ 2,885 $ 2,905 $ (20) (0.7) % $ 5,501 $ 5,563 $ (62) (1.1) % Wealth management fees 2,623 2,279 344 15.1 5,170 4,617 553 12.0 Service charges on deposit accounts 1,902 1,919 (17) (0.9) 3,771 3,790 (19) (0.5) Mortgage servicing 1,111 1,254 (143) (11.4) 2,166 2,353 (187) (7.9) Mortgage servicing rights fair value adjustment (97) 141 (238) NM (17) (483) 466 NM Gains on sale of mortgage loans 443 373 70 18.8 741 649 92 14.2 Realized gains (losses) on sales of securities — — — — (3,382) (1,007) (2,375) NM Unrealized gains (losses) on equity securities (96) 7 (103) NM (112) (15) (97) NM Gains (losses) on foreclosed assets (28) (97) 69 NM 59 (107) 166 NM Gains (losses) on other assets — 109 (109) NM (635) 109 (744) NM Income on bank owned life insurance 166 147 19 12.9 330 262 68 26.0 Other noninterest income 701 877 (176) (20.1) 1,644 1,620 24 1.5 Total $ 9,610 $ 9,914 $ (304) (3.1) % $ 15,236 $ 17,351 $ (2,115) (12.2) % _________________________________________________ NM Not meaningful. Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023 Total noninterest income for the three months ended June 30, 2024, was $9.6 million, a decrease of $0.3 million, or 3.1%, from the three months ended June 30, 2023. Notable changes in noninterest income include the following: • A $0.3 million increase in wealth management fees, driven by higher values of assets under management; and • A $0.2 million decrease in the mortgage servicing rights fair value adjustment, primarily due to changes in prepayment assumptions utilized in the valuations. 69 Table of Contents Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023 Total noninterest income for the six months ended June 30, 2024, was $15.2 million, a decrease of $2.1 million, or 12.2%, from the six months ended June 30, 2023. Notable changes in noninterest income include the following: • Net losses of $3.4 million were realized on the sale of debt securities during the six months ended June 30, 2024, compared to net losses of $1.0 million realized during the six months ended June 30, 2023; • Impairment losses on bank premises of $0.6 million related to the closure of two branch premises, now held for sale, were recognized during 2024 which were not present in the 2023 results; • A $0.6 million increase in wealth management fees, driven by higher values of assets under management; and • A $0.5 million increase in the mortgage servicing rights fair value adjustment, primarily due to changes in prepayment assumptions utilized in the valuations. 70 Table of Contents Noninterest Expense The following table sets forth the major categories of noninterest expense for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 $ Change % Change 2024 2023 $ Change % Change Salaries $ 16,364 $ 16,660 $ (296) (1.8) % $ 33,021 $ 36,071 $ (3,050) (8.5) % Employee benefits 2,860 2,707 153 5.7 5,665 5,042 623 12.4 Occupancy of bank premises 2,243 2,785 (542) (19.5) 4,825 4,887 (62) (1.3) Furniture and equipment 548 809 (261) (32.3) 1,098 1,468 (370) (25.2) Data processing 2,606 2,883 (277) (9.6) 5,531 7,206 (1,675) (23.2) Marketing and customer relations 996 1,359 (363) (26.7) 1,992 2,195 (203) (9.2) Amortization of intangible assets 710 720 (10) (1.4) 1,420 1,230 190 15.4 FDIC insurance 565 630 (65) (10.3) 1,125 1,193 (68) (5.7) Loan collection and servicing 475 348 127 36.5 927 626 301 48.1 Foreclosed assets 10 97 (87) (89.7) 59 158 (99) (62.7) Other noninterest expense 3,132 4,975 (1,843) (37.0) 6,114 9,830 (3,716) (37.8) Total $ 30,509 $ 33,973 $ (3,464) (10.2) % $ 61,777 $ 69,906 $ (8,129) (11.6) % Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023 Total noninterest expense for the three months ended June 30, 2024, was $30.5 million, a decrease of $3.5 million, or 10.2%, from the three months ended June 30, 2023. Notable changes in noninterest expense include the following: • There were no Town and Country acquisition-related noninterest expenses for the three months ended June 30, 2024, but acquisition-related noninterest expenses totaled $0.6 million for the three months ended June 30, 2023; • Excluding Town and Country acquisition-related expenses, the $1.6 million decrease in other noninterest expense primarily reflects the absence of $0.8 million of legal fees and $0.8 million of accruals related to legal matters previously disclosed; and • Additionally, the second quarter of 2024 results reflect the realization of planned cost reductions following the Town and Country core system conversion completed in April 2023. 71 Table of Contents Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023 Total noninterest expense for the six months ended June 30, 2024, was $61.8 million, a decrease of $8.1 million, or 11.6%, from the six months ended June 30, 2023. Notable changes in noninterest expense include the following: • There were no Town and Country acquisition-related noninterest expenses for the six months ended June 30, 2024, but acquisition-related noninterest expenses totaled $7.8 million for the six months ended June 30, 2023; • Excluding Town and Country acquisition-related expenses, the $0.5 million increase in salaries expense was primarily driven by annual merit increases; • Excluding Town and Country acquisition-related expenses, the $0.6 million increase in benefits expense was primarily attributable to higher medical benefits expenses; • Excluding Town and Country acquisition-related expenses, the $1.8 million decrease in other noninterest expense primarily reflects the absence of $0.8 million of legal fees and $0.8 million of accruals related to legal matters previously disclosed; and • Additionally, the 2024 results reflect the realization of planned cost reductions following the Town and Country core system conversion completed in April 2023. Income Taxes During the three and six months ended June 30, 2024, we recognized an additional $0.5 million of tax expense for a deferred tax asset write-down, primarily as a result of an Illinois tax change. This was the primary driver of the increase in our effective tax rate to 27.6% during the three months ended June 30, 2024 from 26.2% during the three months ended June 30, 2023, and to 26.7% during the six months ended June 30, 2024 from 25.5% during the six months ended June 30, 2023. 72 Table of Contents FINANCIAL CONDITION (dollars in thousands, except per share data) June 30, 2024 December 31, 2023 $ Change % Change Consolidated Balance Sheet Information Cash and cash equivalents $ 195,240 $ 141,252 $ 53,988 38.2 % Debt securities available-for-sale, at fair value 669,055 759,461 (90,406) (11.9) Debt securities held-to-maturity 512,549 521,439 (8,890) (1.7) Loans held for sale 858 2,318 (1,460) (63.0) Loans, before allowance for credit losses 3,385,483 3,404,417 (18,934) (0.6) Less: allowance for credit losses 40,806 40,048 758 1.9 Loans, net of allowance for credit losses 3,344,677 3,364,369 (19,692) (0.6) Goodwill 59,820 59,820 — — Intangible assets, net 19,262 20,682 (1,420) (6.9) Other assets 204,738 203,829 909 0.4 Total assets $ 5,006,199 $ 5,073,170 $ (66,971) (1.3) % Total deposits $ 4,318,693 $ 4,401,437 $ (82,744) (1.9) % Securities sold under agreements to repurchase 29,330 42,442 (13,112) (30.9) Borrowings 13,734 12,623 1,111 8.8 Subordinated notes 39,514 39,474 40 0.1 Junior subordinated debentures 52,819 52,789 30 0.1 Other liabilities 42,640 34,909 7,731 22.1 Total liabilities 4,496,730 4,583,674 (86,944) (1.9) Total stockholders' equity 509,469 489,496 19,973 4.1 Total liabilities and stockholders' equity $ 5,006,199 $ 5,073,170 $ (66,971) (1.3) % Tangible assets (1) $ 4,927,117 $ 4,992,668 $ (65,551) (1.3) % Tangible common equity (1) 430,387 408,994 21,393 5.2 Core deposits (1) $ 4,071,259 $ 4,126,374 $ (55,115) (1.3) % Share and Per Share Information Book value per share $ 16.14 $ 15.44 Tangible book value per share (1) 13.64 12.90 Shares of common stock outstanding 31,559,366 31,695,828 Balance Sheet Ratios Loan to deposit ratio 78.39 % 77.35 % Core deposits to total deposits (1) 94.27 93.75 Stockholders' equity to total assets 10.18 9.65 Tangible common equity to tangible assets (1) 8.74 8.19 _________________________________________________ (1) See "Non-GAAP Financial Information" for reconciliation of non-GAAP measure to their most closely comparable GAAP measures. 73 Table of Contents Notable changes in our consolidated balance sheet include the following: • Debt securities decreased $99.3 million, largely due to the sale of $66.8 million of municipal securities with sales proceeds used to reduce wholesale funding. Additionally, paydowns, maturities, and calls of debt securities generated another $58.5 million of cash proceeds with a portion reinvested into securities at currently higher yields; • Loans decreased by $18.9 million, driven by lower line of credit utilization and early payoffs of loans; and • The $82.7 million decrease in total deposits was primarily attributable to a $114.9 million decrease in brokered deposits and a $18.8 million decrease in higher cost reciprocal wealth management customer deposits included with money market deposits, partially offset by the addition of $65.0 million of time deposits from a State of Illinois loan matching program which are a lower cost source of funding. Loan Portfolio The following table sets forth the composition of the loan portfolio, excluding loans held-for-sale, by type of loan. June 30, 2024 December 31, 2023 (dollars in thousands) Balance Percent Balance Percent Commercial and industrial $ 400,276 11.8 % $ 427,800 12.6 % Commercial real estate - owner occupied 289,992 8.6 295,842 8.7 Commercial real estate - non-owner occupied 889,193 26.3 880,681 25.9 Construction and land development 365,371 10.8 363,983 10.7 Multi-family 429,951 12.7 417,923 12.3 One-to-four family residential 484,335 14.3 491,508 14.4 Agricultural and farmland 285,822 8.4 287,294 8.4 Municipal, consumer, and other 240,543 7.1 239,386 7.0 Loans, before allowance for credit losses 3,385,483 100.0 % 3,404,417 100.0 % Allowance for credit losses (40,806) (40,048) Loans, net of allowance for credit losses $ 3,344,677 $ 3,364,369 Loans, before allowance for credit losses were $3.39 billion at June 30, 2024, a decrease of $18.9 million, or 0.6%, from December 31, 2023. Notable changes include the following: • A $16.3 million decrease in line utilization on existing lines of credit, including $13.2 million drawn on two customers' lines of credit in late December 2023 that paid off in early January 2024; • A $12.0 million increase in multi-family loans and a $8.5 million increase in commercial real estate – non-owner occupied loans primarily attributable to completed construction projects transferred from the construction and land development category, partially offset by early payoffs; and • A $1.4 million increase in construction loans primarily attributable to draws on existing construction projects and new construction loans to existing customers, mostly offset by transfers of completed projects into other categories. 74 Table of Contents Commercial Real Estate Portfolios Commercial real estate – owner occupied loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The commercial real estate – owner occupied portfolio composition, segmented by the owner’s business classification, as of June 30, 2024 was as follows: June 30, 2024 (dollars in thousands) Balance Substandard Risk Rating Health care and social assistance $ 39,605 $ 341 Auto repair and dealers 34,901 — Retail trade 31,891 — Accommodation and food services 26,799 3,463 Manufacturing 24,911 — Real estate, rental, and leasing 19,812 — Construction 18,389 690 Grain elevators 16,968 — Other services (except public administration) 14,143 — Administrative and support services 12,340 — Professional, scientific, and technical services 9,056 — Arts, entertainment, and recreation 9,018 82 Wholesale trade 8,969 — Agriculture, forestry, fishing, and hunting 7,383 — Education services 6,775 1,470 Finance and insurance 5,759 — Other 3,273 — Total $ 289,992 $ 6,046 Commercial real estate – non-owner occupied loans are primarily made based on projected cash flows from the rental or sale of the underlying collateral. The commercial real estate – non-owner occupied portfolio composition, segmented by the property type, as of June 30, 2024 was as follows: June 30, 2024 (dollars in thousands) Balance Substandard Risk Rating Weighted Average LTV (1) Warehouse and manufacturing $ 197,339 $ 124 58 % Retail 181,663 9,270 59 Office 152,130 35 58 Senior Living 90,991 13,094 52 Hotel 89,114 10,920 56 Mixed use (commercial and residential) 67,395 — 64 Medical office 34,631 — 59 Gas station 28,387 — 63 Auto repair and dealers 17,679 — 52 Restaurant and bar 12,356 — 58 Other 17,508 — 53 Total $ 889,193 $ 33,443 58 % ________________ (1) Weighted average LTV is based on the most recent appraisals available, which are generally obtained at the time of origination. Multi-family loans totaled $430.0 million as of June 30, 2024 and are primarily made based on projected cash flows from the rental or sale of the underlying collateral. As of June 30, 2024, multi-family loans had a weighted average LTV of 57%, based on the most recent appraisals available, which are generally obtained at the time of origination. 75 Table of Contents Management’s disciplined approach to credit risk management is exercised through portfolio diversification, robust underwriting policies, and routine loan monitoring practices in order to identify and mitigate any credit weakness as early as possible. Management continually monitors and evaluates commercial real estate concentrations by property class, industry, and relative to the Bank’s regulatory capital to remain in line with board established limits and adapt to changing industry conditions. A centralized credit underwriting group, independent of the originating lender, evaluates all exposures over $750 thousand annually, if not more frequently, through a standardized credit review process to ensure uniform application of policies and procedures as well as analyze credit performance. All loans require appropriate internal approval, with a centralized credit approval group reviewing all exposures over $500 thousand. A sampling of the loan portfolio is also reviewed by the Bank’s internal loan review function annually, in addition to an annual third-party review of the portfolio. In response to the rapid increase in interest rates, we have prepared quarterly cash flow stress tests for our commercial real estate – non-owner occupied and multi-family loans since the fourth quarter of 2022. For commercial real estate – non-owner occupied and multi-family loans over $1 million, we evaluate the impact of current interest rates on the underlying cash flows of the properties securing these loans, based on the most recent cash flow data available. This testing is completed in addition to the various sensitivity testing completed at the initial extension of credit. Individual credits with a maturity scheduled within the next five quarters that are presenting stress under current renewal terms are identified, so that ample time is available to develop solutions to manage credit risk. 76 Table of Contents Loan Portfolio Maturities The following table summarizes the scheduled maturities of the loan portfolio as of June 30, 2024. Demand loans (loans having no stated repayment schedule or maturity) and overdraft loans are reported as being due in one year or less. (dollars in thousands) 1 Year or Less After 1 Year Through 5 Years After 5 Years Through 15 Years After 15 Years Total Commercial and industrial $ 200,046 $ 171,065 $ 29,165 $ — $ 400,276 Commercial real estate - owner occupied 41,840 150,623 90,310 7,219 289,992 Commercial real estate - non-owner occupied 187,717 517,440 178,540 5,496 889,193 Construction and land development 185,847 168,103 7,342 4,079 365,371 Multi-family 89,185 286,118 53,303 1,345 429,951 One-to-four family residential 51,297 195,387 108,730 128,921 484,335 Agricultural and farmland 127,183 116,693 37,533 4,413 285,822 Municipal, consumer, and other 96,193 44,517 70,262 29,571 240,543 Total $ 979,308 $ 1,649,946 $ 575,185 $ 181,044 $ 3,385,483 The following table summarizes loans maturing after one year, segregated into variable and fixed interest rates. Variable Interest Rates (dollars in thousands) Repricing 1 Year or Less Repricing After 1 Year Total Variable Interest Rates Predetermined (Fixed) Interest Rates Total Commercial and industrial $ 50,431 $ 7,438 $ 57,869 $ 142,361 $ 200,230 Commercial real estate - owner occupied 39,367 39,406 78,773 169,379 248,152 Commercial real estate - non-owner occupied 84,752 22,479 107,231 594,245 701,476 Construction and land development 51,425 5,052 56,477 123,047 179,524 Multi-family 39,830 35,486 75,316 265,450 340,766 One-to-four family residential 88,441 61,782 150,223 282,815 433,038 Agricultural and farmland 4,428 9,618 14,046 144,593 158,639 Municipal, consumer, and other 13,357 21,326 34,683 109,667 144,350 Total $ 372,031 $ 202,587 $ 574,618 $ 1,831,557 $ 2,406,175 77 Table of Contents Nonperforming Assets The following table sets forth information concerning nonperforming loans and nonperforming assets as of each of the dates indicated. (dollars in thousands) June 30, 2024 December 31, 2023 NONPERFORMING ASSETS Nonaccrual $ 8,425 $ 7,820 Past due 90 days or more, still accruing 7 37 Total nonperforming loans 8,432 7,857 Foreclosed assets 320 852 Total nonperforming assets $ 8,752 $ 8,709 Nonperforming loans that are wholly or partially guaranteed by the U.S. Government $ 2,132 $ 2,641 Allowance for credit losses $ 40,806 $ 40,048 Loans, before allowance for credit losses 3,385,483 3,404,417 CREDIT QUALITY RATIOS Allowance for credit losses to loans, before allowance for credit losses 1.21 % 1.18 % Allowance for credit losses to nonaccrual loans 484.34 512.12 Allowance for credit losses to nonperforming loans 483.94 509.71 Nonaccrual loans to loans, before allowance for credit losses 0.25 0.23 Nonperforming loans to loans, before allowance for credit losses 0.25 0.23 Nonperforming assets to total assets 0.17 0.17 Nonperforming assets to loans, before allowance for credit losses, and foreclosed assets 0.26 0.26 Total nonperforming assets were $8.8 million at June 30, 2024, remaining relatively stable from December 31, 2023. Additionally, of the $8.4 million of nonperforming loans held as of June 30, 2024, $2.1 million are either wholly or partially guaranteed by the U.S. Government. Risk Classification of Loans Our risk classifications of loans were as follows: (dollars in thousands) June 30, 2024 December 31, 2023 Pass $ 3,197,880 $ 3,241,889 Pass-watch 88,204 98,206 Special mention (1) 30,082 — Substandard 69,317 64,322 Total $ 3,385,483 $ 3,404,417 _________________________________________________ (1) In June 2024, the Company updated its risk rating categories to add the special mention category to provide another level of granularity in distinguishing risk levels of loans. As of June 30, 2024, $19.5 million of the special mention loans would have been considered pass-watch and $10.6 million would have been considered substandard under the previous risk rating categories. Loans rated pass-watch or worse increased $25.1 million, or 15.4%, from December 31, 2023 to June 30, 2024, primarily attributable to the downgrade of one construction and land development credit and two farmland-secured credits to the pass-watch risk classification. 78 Table of Contents Net Charge-offs (Recoveries) The following table summarizes net charge-offs (recoveries) to average loans, before allowance for credit losses, by loan category. Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Net charge-offs (recoveries) Commercial and industrial $ 469 $ (12) $ 458 $ (31) Commercial real estate - owner occupied (2) (2) (4) (11) Commercial real estate - non-owner occupied (15) (164) (257) (238) Construction and land development (1) (5) (2) (8) Multi-family 188 — 188 — One-to-four family residential (14) (33) (77) (69) Agricultural and farmland (1) (1) (8) (2) Municipal, consumer, and other 62 99 181 129 Total $ 686 $ (118) $ 479 $ (230) Average loans Commercial and industrial $ 401,687 $ 361,312 $ 406,536 $ 343,461 Commercial real estate - owner occupied 294,729 301,707 296,036 289,036 Commercial real estate - non-owner occupied 886,825 890,857 884,765 852,990 Construction and land development 353,568 359,332 360,240 369,449 Multi-family 429,688 362,038 422,002 351,727 One-to-four family residential 487,872 486,759 489,821 461,007 Agricultural and farmland 285,465 251,050 281,452 239,206 Municipal, consumer, and other 234,224 225,719 231,788 219,297 Total $ 3,374,058 $ 3,238,774 $ 3,372,640 $ 3,126,173 Charge-offs (recoveries) to average loans * Commercial and industrial 0.47 % (0.01) % 0.23 % (0.02) % Commercial real estate - owner occupied — — — (0.01) Commercial real estate - non-owner occupied (0.01) (0.07) (0.06) (0.06) Construction and land development — (0.01) — — Multi-family 0.18 — 0.09 — One-to-four family residential (0.01) (0.03) (0.03) (0.03) Agricultural and farmland — — (0.01) — Municipal, consumer, and other 0.11 0.18 0.16 0.12 Total 0.08 % (0.01) % 0.03 % (0.01) % _________________________________________________ * Annualized measure. The net charge-offs (recoveries) to average total loans ratio has remained low for several years. While we believe our continuous credit monitoring and collection efforts have resulted in lower levels of credit losses, we also recognize that substantial federal economic stimulus following the COVID-19 pandemic and the relatively stable economic conditions after the pandemic have also contributed to reduced credit losses. 79 Table of Contents Securities The Company’s investment policy emphasizes safety of the principal, liquidity needs, expected returns, cash flow targets, and consistency with our interest rate risk management strategy. The composition and maturities of the debt securities portfolio as of June 30, 2024, are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. Security yields have not been adjusted to a tax-equivalent basis. June 30, 2024 Available-for-Sale Held-to-Maturity Total (dollars in thousands) Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Due in 1 year or less U.S. Treasury $ 40,177 1.44 % $ — — % $ 40,177 1.44 % U.S. government agency 6,290 2.87 — — 6,290 2.87 Municipal 3,100 2.97 5,095 2.91 8,195 2.93 Mortgage-backed: Agency residential 76 2.26 — — 76 2.26 Agency commercial 5,051 3.42 — — 5,051 3.42 Total $ 54,694 1.88 % $ 5,095 2.91 % $ 59,789 1.97 % Due after 1 year through 5 years U.S. Treasury $ 79,891 1.22 % $ — — % $ 79,891 1.22 % U.S. government agency 37,372 2.53 32,218 2.20 69,590 2.38 Municipal 42,236 1.70 17,394 3.18 59,630 2.13 Mortgage-backed: Agency residential 11,333 2.78 11,433 2.16 22,766 2.46 Agency commercial 67,266 1.79 44,556 2.63 111,822 2.13 Corporate 24,937 5.36 — — 24,937 5.36 Total $ 263,035 2.09 % $ 105,601 2.54 % $ 368,636 2.22 % Due after 5 years through 10 years U.S. Treasury $ 19,625 1.62 % $ — — % $ 19,625 1.62 % U.S. government agency 13,646 3.19 53,153 2.63 66,799 2.74 Municipal 90,644 1.74 12,201 3.56 102,845 1.95 Mortgage-backed: Agency residential 61,801 2.15 — — 61,801 2.15 Agency commercial 27,019 1.58 211,322 1.86 238,341 1.83 Corporate 30,761 4.02 — — 30,761 4.02 Total $ 243,496 2.19 % $ 276,676 2.09 % $ 520,172 2.13 % Due after 10 years U.S. government agency $ — — % $ 3,089 2.83 % $ 3,089 2.83 % Municipal 20,000 1.65 2,260 3.43 22,260 1.83 Mortgage-backed: Agency residential 118,311 3.32 79,559 3.64 197,870 3.45 Agency commercial 37,031 2.29 40,269 1.88 77,300 2.08 Corporate 2,000 4.50 — — 2,000 4.50 Total $ 177,342 2.93 % $ 125,177 3.05 % $ 302,519 2.98 % Total U.S. Treasury $ 139,693 1.34 % $ — — % $ 139,693 1.34 % U.S. government agency 57,308 2.72 88,460 2.48 145,768 2.57 Municipal 155,980 1.74 36,950 3.28 192,930 2.04 Mortgage-backed: Agency residential 191,521 2.91 90,992 3.46 282,513 3.09 Agency commercial 136,367 1.95 296,147 1.98 432,514 1.97 Corporate 57,698 4.62 — — 57,698 4.62 Total $ 738,567 2.31 % $ 512,549 2.42 % $ 1,251,116 2.36 % 80 Table of Contents SOURCES OF FUNDS Deposits Management continues to focus on growing deposits through the Company’s relationship-driven banking philosophy and community-focused marketing programs. Additionally, the Bank continues to add and improve digital banking services to solidify deposit relationships. The following table sets forth the distribution of average deposits, by account type: Three Months Ended June 30, Percent Change in Average Balance 2024 2023 (dollars in thousands) Average Balance Percent of Total Deposits Weighted Average Cost * Average Balance Percent of Total Deposits Weighted Average Cost * Noninterest-bearing $ 1,043,614 24.0 % — % $ 1,145,089 27.4 % — % (8.9) % Interest-bearing demand 1,123,592 25.8 0.51 1,224,285 29.3 0.22 (8.2) Money market 788,744 18.1 2.38 674,200 16.1 0.90 17.0 Savings 592,312 13.6 0.27 687,014 16.4 0.11 (13.8) Time 763,507 17.6 3.75 447,025 10.7 1.73 70.8 Brokered 38,213 0.9 5.51 1,451 0.1 3.44 2533.6 Total deposits $ 4,349,982 100.0 % 1.31 % $ 4,179,064 100.0 % 0.41 % 4.1 % Six Months Ended June 30, Percent Change in Average Balance 2024 2023 (dollars in thousands) Average Balance Percent of Total Deposits Weighted Average Cost * Average Balance Percent of Total Deposits Weighted Average Cost * Noninterest-bearing $ 1,040,007 24.0 % — % $ 1,133,292 27.5 % — % (8.2) % Interest-bearing demand 1,125,638 25.9 0.49 1,227,447 29.8 0.19 (8.3) Money market 800,714 18.4 2.38 654,514 15.9 0.75 22.3 Savings 601,768 13.9 0.28 698,375 17.0 0.11 (13.8) Time 714,003 16.4 3.67 402,151 9.8 1.37 77.5 Brokered 60,181 1.4 5.48 729 — 3.44 8155.3 Total deposits $ 4,342,311 100.0 % 1.28 % $ 4,116,508 100.0 % 0.33 % 5.5 % _________________________________________________ * Annualized measure. The increase in average deposits balances in 2024 compared to 2023 is primarily attributable to wealth management customer reciprocal deposits brought on balance sheet in December 2023, which increased average money market deposits by $132.7 million during the three months ended June 30, 2024 and by $137.5 million during the six months ended June 30, 2024. Additionally, the Town and Country merger added $720.4 million of deposits on February 1, 2023. As of June 30, 2024, the Company had $30.0 million of wholesale brokered deposits outstanding. Brokered deposits are generally considered to be deposits that have been received from a third party who is engaged in the business of placing deposits on behalf of others. A traditional deposit broker will direct deposits to the banking institution offering the highest interest rate available. Federal banking laws and regulations place restrictions on depository institutions regarding brokered deposits because of the general concern that these deposits are not relationship based and are at a greater risk of being withdrawn and placed on deposit at another institution offering a higher interest rate, thus posing liquidity risk for institutions that gather brokered deposits in significant amounts. 81 Table of Contents The following table sets forth time deposits by remaining maturity as of June 30, 2024: (dollars in thousands) 3 Months or Less Over 3 through 6 Months Over 6 through 12 Months Over 12 Months Total Time and brokered time deposits: Amounts less than $100,000 $ 102,424 $ 124,797 $ 90,093 $ 34,746 $ 352,060 Amounts of $100,000 or more but less than $250,000 97,407 80,821 64,095 14,236 256,559 Amounts of $250,000 or more 49,738 50,918 112,298 4,488 217,442 Total time and brokered time deposits $ 249,569 $ 256,536 $ 266,486 $ 53,470 $ 826,061 As of June 30, 2024 and December 31, 2023, the Bank’s uninsured deposits were estimated to be $917.8 million and $867.7 million, respectively. LIQUIDITY Bank Liquidity The overall objective of bank liquidity management is to ensure the availability of sufficient cash funds to meet all financial commitments and to take advantage of investment opportunities. The Bank manages liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise. The Bank continuously monitors its liquidity positions to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. The Bank manages its liquidity position to meet our daily cash flow needs, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives. The Bank also monitors liquidity requirements in light of interest rate trends, changes in the economy, the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits, and regulatory capital requirements. As part of the Bank’s liquidity management strategy, the Bank is also focused on minimizing costs of liquidity and attempts to decrease these costs by promoting noninterest-bearing and low-cost deposits. While the Bank does not control the types of deposit instruments our clients choose, those choices can be influenced with the rates and the deposit specials offered. Our on-balance sheet sources of liquidity included cash and cash equivalents as well as unpledged securities which may be sold or pledged as collateral to meet liquidity needs. As of June 30, 2024 and December 31, 2023, our on-balance sheet sources of liquidity included the following: (dollars in thousands) June 30, 2024 December 31, 2023 Cash and cash equivalents $ 195,240 $ 141,252 Fair value of unpledged securities 602,180 827,760 Total cash and unpledged securities $ 797,420 $ 969,012 82 Table of Contents Additional sources of liquidity include borrowings from the FHLB, the Federal Reserve discount window, and federal fund lines of credit. Interest is charged on outstanding borrowings at the prevailing market rate. As of June 30, 2024, our current borrowings and additional available borrowing capacity were as follows: June 30, 2024 (dollars in thousands) Current Balance Additional Available Capacity FHLB $ 13,734 $ 1,013,764 Federal Reserve — 101,118 Federal funds lines of credit — 80,000 Total $ 13,734 $ 1,194,882 Further, the Bank could utilize brokered deposits as an additional source of liquidity, as needed. As of June 30, 2024, management believed the current liquidity and available sources of liquidity are adequate to meet all of the reasonably foreseeable short-term and intermediate-term demands of the Bank . As of June 30, 2024, the Bank had no material commitments for capital expenditures. Holding Company Liquidity The Holding Company, or HBT Financial, Inc. on an unconsolidated basis, is a corporation separate and apart from the Bank and, therefore, it must provide for its own liquidity. As of June 30, 2024, the Holding Company had cash and cash equivalents of $16.4 million. The Holding Company’s main source of funding is dividends declared and paid to it by the Bank. Dividends paid by the Bank to the Holding Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. Management believes that such limitations will not impact the Holding Company’s ability to meet its ongoing short-term or intermediate-term cash obligations. During the three months ended June 30, 2024 and 2023, the Bank paid $10.0 million and $15.0 million in dividends to the Holding Company, respectively. During the six months ended June 30, 2024 and 2023, the Bank paid $18.0 million and $40.0 million in dividends to the Holding Company, respectively. The liquidity needs of the Holding Company on an unconsolidated basis consist primarily of operating expenses, interest payments on the subordinated notes and junior subordinated debentures, and shareholder distributions in the form of dividends and stock repurchases. During the three months ended June 30, 2024 and 2023, holding company operating expenses consisted of interest expense of $1.4 million and $1.4 million, respectively, and other operating expenses of $1.0 million and $1.2 million, respectively. During the six months ended June 30, 2024 and 2023, holding company operating expenses consisted of interest expense of $2.8 million and $2.6 million, respectively, and other operating expenses of $2.1 million and $3.4 million, respectively. Additionally, the Holding Company paid $6.0 million and $5.5 million of dividends to stockholders during the three months ended June 30, 2024 and 2023, respectively, and paid $12.1 million and $11.0 million of dividends to stockholders during the six months ended June 30, 2024 and 2023, respectively. The Holding Company also paid $38.0 million in cash consideration in the acquisition of Town and Country during the first quarter of 2023. As of June 30, 2024, management was not aware of any known trends, events or uncertainties that had or were reasonably likely to have a material impact on the Holding Company’s liquidity. As of June 30, 2024, management believed the current liquidity and available sources of liquidity are adequate to meet all of the reasonably foreseeable short-term and intermediate-term demands of the Holding Company . As of June 30, 2024, the Holding Company had no material commitments for capital expenditures. 83 Table of Contents CAPITAL RESOURCES The overall objectives of capital management are to ensure the availability of sufficient capital to support loan, deposit and other asset and liability growth opportunities and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risks associated with the banking industry. The Company seeks to balance the need for higher capital levels to address such unforeseen risks and the goal to achieve an adequate return on the capital invested by our stockholders. Regulatory Capital Requirements The Company and Bank are each subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the financial statements of the Company and the Bank. In addition to meeting minimum capital requirements, the Company and the Bank must also maintain a “capital conservation buffer” to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management. The capital conservation buffer requirement is 2.5% of risk-weighted assets. As of June 30, 2024 and December 31, 2023, the Company and the Bank met all capital adequacy requirements to which they were subject. As of those dates, the Bank was “well capitalized” under the regulatory prompt corrective action provisions. The following table sets forth actual capital ratios of the Company and the Bank as of the dates indicated, as well as the minimum ratios for capital adequacy purposes with the capital conservation buffer, and the minimum ratios to be well capitalized under regulatory prompt corrective action provisions. June 30, 2024 December 31, 2023 For Capital Adequacy Purposes With Capital Conversation Buffer (1) To Be Well Capitalized Under Prompt Corrective Action Provisions (2) Consolidated HBT Financial, Inc. Total Capital (to Risk Weighted Assets) 16.01 % 15.33 % 10.50 % N/A Tier 1 Capital (to Risk Weighted Assets) 13.98 13.42 8.50 N/A Common Equity Tier 1 Capital (to Risk Weighted Assets) 12.66 12.12 7.00 N/A Tier 1 Capital (to Average Assets) 10.83 10.49 4.00 N/A Heartland Bank and Trust Company Total Capital (to Risk Weighted Assets) 15.63 % 14.92 % 10.50 % 10.00 % Tier 1 Capital (to Risk Weighted Assets) 14.61 14.01 8.50 8.00 Common Equity Tier 1 Capital (to Risk Weighted Assets) 14.61 14.01 7.00 6.50 Tier 1 Capital (to Average Assets) 11.32 10.96 4.00 5.00 _________________________________________________ (1) The Tier 1 capital to average assets ratio (known as the “leverage ratio”) is not impacted by the capital conservation buffer. (2) The prompt corrective action provisions are not applicable to bank holding companies. N/A Not applicable. As of June 30, 2024, management was not aware of any known trends, events or uncertainties that had or were reasonably likely to have a material impact on the Company’s capital resources. Cash Dividends During 2023, the Company paid quarterly cash dividends of $0.17 per share. On January 23, 2024, the Company announced an increase of $0.02 and paid a $0.19 per share dividend during the first and second quarters of 2024. 84 Table of Contents Stock Repurchase Program Under the Company’s stock repurchase program, the Company repurchased 53,522 shares of its common stock at a weighted average price of $18.74 during the three months ended June 30, 2024. The Company’s Board of Directors authorized the repurchase of up to $15.0 million of its common stock under its stock repurchase program in effect until January 1, 2025. As of June 30, 2024, the Company had $10.6 million remaining under the current stock repurchase authorization. OFF-BALANCE SHEET ARRANGEMENTS As a financial services provider, the Bank routinely is a party to various financial instruments with off-balance sheet risks, such as commitments to extend credit, standby letters of credit, unused lines of credit, commitments to sell loans, and interest rate swaps. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process afforded to loans originated by the Bank. For additional information, see “Note 14 – Commitments and Contingencies” to the consolidated financial statements. CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates are those that are critical to the portrayal and understanding of the Company’s financial condition and results of operations and require management to make assumptions that are difficult, subjective, or complex. These estimates involve judgments, assumptions, and uncertainties that are susceptible to change. In the event that different assumptions or conditions were to prevail, and depending on the severity of such changes, the possibility of a materially different financial condition or materially different results of operations is a reasonable likelihood. Further, changes in accounting standards could impact the Company’s critical accounting estimates. The following accounting estimate could be deemed critical: Allowance for Credit Losses The allowance for credit losses reflects an estimate of lifetime expected credit losses. Measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is established through a provision for credit losses which is charged to expense. Additions to the allowance for credit losses are expected to maintain the adequacy of the total allowance for credit losses. Loan losses are charged off against the allowance for credit losses when the Company determines the loan balance to be uncollectible. Cash received on previously charged off amounts is recorded as a recovery to the allowance for credit losses. Management uses the discounted cash flow method to estimate expected credit losses for all loan categories, except for consumer loans where the weighted average remaining maturity method is utilized. The Company uses regression analysis of historical internal and peer data to determine which macroeconomic variables are most closely correlated with credit losses, such as the unemployment rate and changes in GDP. Management leverages economic projections from a reputable third party to inform its economic forecasts with a reversion to historical averages for periods beyond a reasonable and supportable forecast period. Nonaccrual loans and loans which do not share risk characteristics with other loans in the pool are individually evaluated to determine expected credit losses. The allowance for credit losses on unfunded commitments is estimated in the same manner as the associated loans, adjusted for anticipated funding rate. 85 Table of Contents NON-GAAP FINANCIAL INFORMATION This Quarterly Report on Form 10-Q contains certain financial information determined by methods other than those in accordance with GAAP. Management believes that it is a standard practice in the banking industry to present these non-GAAP financial measures, and accordingly believes that providing these measures may be useful for peer comparison purposes. These disclosures should not be viewed as substitutes for the results determined to be in accordance with GAAP; nor are they necessarily comparable to non-GAAP financial measures that may be presented by other companies. See our reconciliation of non-GAAP financial measures to their most closely comparable GAAP financial measures below. Non-GAAP Financial Measure Definition How the Measure Provides Useful Information to Investors Adjusted Net Income • Net income, with the following adjustments: - excludes acquisition expenses, including the day 2 provision for credit losses on non-PCD loans and unfunded commitments, - excludes branch closure expenses, - excludes net earnings (losses) from closed or sold operations, - excludes gains (losses) on closed branch premises, - excludes realized gains (losses) on sales of securities, - excludes mortgage servicing rights fair value adjustment, and - the income tax effect of these pre-tax adjustments. • Enhances comparisons to prior periods and, accordingly, facilitates the development of future projections and earnings growth prospects. • We also sometimes refer to ratios that include Adjusted Net Income, such as: - Adjusted Return on Average Assets, which is Adjusted Net Income divided by average assets. - Adjusted Return on Average Equity, which is Adjusted Net Income divided by average equity. - Adjusted Earnings Per Share - Basic, which is Adjusted Net Income allocated to common shares divided by weighted average common shares outstanding. - Adjusted Earnings Per Share – Diluted, which is Adjusted Net Income allocated to common shares divided by weighted average common shares outstanding, including all dilutive potential shares. Net Interest Income (Tax-Equivalent Basis) • Net interest income adjusted for the tax-favored status of tax-exempt loans and securities. (1) • We believe the tax-equivalent basis is the preferred industry measurement of net interest income. • Enhances comparability of net interest income arising from taxable and tax-exempt sources. • We also sometimes refer to Net Interest Margin (Tax-Equivalent Basis), which is Net Interest Income (Tax-Equivalent Basis) divided by average interest-earning assets. Efficiency Ratio (Tax-Equivalent Basis) • Noninterest expense less amortization of intangible assets divided by the sum of net interest income (tax-equivalent basis) and noninterest income. (1) • Provides a measure of productivity in the banking industry. • Calculated to measure the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. _________________________________________________ (1) Tax-equivalent basis assuming a federal income tax rate of 21% and a state tax rate of 9.5%. 86 Table of Contents Non-GAAP Financial Measure Definition How the Measure Provides Useful Information to Investors Ratio of Tangible Common Equity to Tangible Assets • Tangible Common Equity is total stockholders’ equity less goodwill and other intangible assets. • Tangible Assets is total assets less goodwill and other intangible assets. • Generally used by investors, our management, and banking regulators to evaluate capital adequacy. • Facilitates comparison of our earnings with the earnings of other banking organization with varying amounts of goodwill or intangible assets. • We also sometimes refer to ratios that include Tangible Common Equity, such as: - Tangible Book Value Per Share, which is Tangible Common Equity divided by shares of common stock outstanding. - Return on Average Tangible Common Equity, which is net income divided by average Tangible Common Equity. - Adjusted Return on Average Tangible Common Equity, which is Adjusted Net Income divided by average Tangible Common Equity. Core Deposits • Total deposits, excluding: - Time deposits of $250,000 or more, and - Brokered deposits • Provides investors with information regarding the stability of the Company’s sources of funds. • We also sometimes refer to the ratio of Core Deposits to total deposits. 87 Table of Contents Reconciliation of Non-GAAP Financial Measure — Adjusted Net Income and Adjusted Return on Average Assets Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Net income $ 18,070 $ 18,473 $ 33,328 $ 27,681 Adjustments: Acquisition expenses (1) — (627) — (13,691) Gains (losses) on closed branch premises — 75 (635) 75 Realized gains (losses) on sales of securities — — (3,382) (1,007) Mortgage servicing rights fair value adjustment (97) 141 (17) (483) Total adjustments (97) (411) (4,034) (15,106) Tax effect of adjustments (2) 28 112 1,150 4,156 Total adjustments after tax effect (69) (299) (2,884) (10,950) Adjusted net income $ 18,139 $ 18,772 $ 36,212 $ 38,631 Average assets $ 5,027,847 $ 4,976,035 $ 5,015,655 $ 4,871,245 Return on average assets * 1.45 % 1.49 % 1.34 % 1.15 % Adjusted return on average assets * 1.45 1.51 1.45 1.60 _________________________________________________ * Annualized measure. (1) Includes recognition of an allowance for credit losses on non-PCD loans of $5.2 million and an allowance for credit losses on unfunded commitments of $0.7 million in connection with the Town and Country merger during the first quarter of 2023 in accordance with ASC 326 which was adopted on January 1, 2023. (2) Assumes a federal income tax rate of 21% and a state tax rate of 9.5%. 88 Table of Contents Reconciliation of Non-GAAP Financial Measure — Adjusted Earnings Per Share Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands, except per share amounts) 2024 2023 2024 2023 Numerator: Net income $ 18,070 $ 18,473 $ 33,328 $ 27,681 Earnings allocated to participating securities (1) — (11) — (16) Numerator for earnings per share - basic and diluted $ 18,070 $ 18,462 $ 33,328 $ 27,665 Adjusted net income $ 18,139 $ 18,772 $ 36,212 $ 38,631 Earnings allocated to participating securities (1) — (10) — (23) Numerator for adjusted earnings per share - basic and diluted $ 18,139 $ 18,762 $ 36,212 $ 38,608 Denominator: Weighted average common shares outstanding 31,579,457 31,980,133 31,621,205 31,481,439 Dilutive effect of outstanding restricted stock units 87,354 99,850 113,794 84,981 Weighted average common shares outstanding, including all dilutive potential shares 31,666,811 32,079,983 31,734,999 31,566,420 Earnings per share - Basic $ 0.57 $ 0.58 $ 1.05 $ 0.88 Earnings per share - Diluted $ 0.57 $ 0.58 $ 1.05 $ 0.88 Adjusted earnings per share - Basic $ 0.57 $ 0.59 $ 1.15 $ 1.23 Adjusted earnings per share - Diluted $ 0.57 $ 0.58 $ 1.14 $ 1.22 _________________________________________________ (1) The Company previously granted restricted stock units that contained non-forfeitable rights to dividend equivalents which were considered participating securities. Prior to 2024, these restricted stock units were included in the calculation of basic earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. 89 Table of Contents Reconciliation of Non-GAAP Financial Measure — Net Interest Income and Net Interest Margin (Tax-Equivalent Basis) Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Net interest income (tax-equivalent basis) Net interest income $ 47,028 $ 48,872 $ 93,716 $ 95,709 Tax-equivalent adjustment (1) 553 715 1,128 1,417 Net interest income (tax-equivalent basis) (1) $ 47,581 $ 49,587 $ 94,844 $ 97,126 Net interest margin (tax-equivalent basis) Net interest margin * 3.95 % 4.16 % 3.95 % 4.18 % Tax-equivalent adjustment * (1) 0.05 0.06 0.04 0.06 Net interest margin (tax-equivalent basis) * (1) 4.00 % 4.22 % 3.99 % 4.24 % Average interest-earning assets $ 4,785,558 $ 4,715,897 $ 4,775,505 $ 4,620,341 _________________________________________________ * Annualized measure. (1) On a tax-equivalent basis assuming a federal income tax rate of 21% and a state tax rate of 9.5%. Reconciliation of Non-GAAP Financial Measure — Efficiency Ratio (Tax-Equivalent Basis) Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Efficiency ratio (tax-equivalent basis) Total noninterest expense $ 30,509 $ 33,973 $ 61,777 $ 69,906 Less: amortization of intangible assets 710 720 1,420 1,230 Noninterest expense excluding amortization of intangible assets $ 29,799 $ 33,253 $ 60,357 $ 68,676 Net interest income $ 47,028 $ 48,872 $ 93,716 $ 95,709 Total noninterest income 9,610 9,914 15,236 17,351 Operating revenue 56,638 58,786 108,952 113,060 Tax-equivalent adjustment (1) 553 715 1,128 1,417 Operating revenue (tax-equivalent basis) (1) $ 57,191 $ 59,501 $ 110,080 $ 114,477 Efficiency ratio 52.61 % 56.57 % 55.40 % 60.74 % Efficiency ratio (tax-equivalent basis) (1) 52.10 55.89 54.83 59.99 _________________________________________________ (1) On a tax-equivalent basis assuming a federal income tax rate of 21% and a state tax rate of 9.5%. 90 Table of Contents Reconciliation of Non-GAAP Financial Measure — Ratio of Tangible Common Equity to Tangible Assets and Tangible Book Value Per Share (dollars in thousands, except per share data) June 30, 2024 December 31, 2023 Tangible Common Equity Total stockholders' equity $ 509,469 $ 489,496 Less: Goodwill 59,820 59,820 Less: Intangible assets, net 19,262 20,682 Tangible common equity $ 430,387 $ 408,994 Tangible Assets Total assets $ 5,006,199 $ 5,073,170 Less: Goodwill 59,820 59,820 Less: Intangible assets, net 19,262 20,682 Tangible assets $ 4,927,117 $ 4,992,668 Total stockholders' equity to total assets 10.18 % 9.65 % Tangible common equity to tangible assets 8.74 8.19 Shares of common stock outstanding 31,559,366 31,695,828 Book value per share $ 16.14 $ 15.44 Tangible book value per share 13.64 12.90 Reconciliation of Non-GAAP Financial Measure — Return on Average Tangible Common Equity, Adjusted Return on Average Stockholders’ Equity, and Adjusted Return on Average Tangible Common Equity Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2024 2023 2024 2023 Average Tangible Common Equity Total stockholders' equity $ 501,837 $ 454,505 $ 497,906 $ 438,448 Less: Goodwill 59,820 59,876 59,820 54,643 Less: Intangible assets, net 19,605 22,520 19,970 19,097 Average tangible common equity $ 422,412 $ 372,109 $ 418,116 $ 364,708 Net income $ 18,070 $ 18,473 $ 33,328 $ 27,681 Adjusted net income 18,139 18,772 36,212 38,631 Return on average stockholders' equity * 14.48 % 16.30 % 13.46 % 12.73 % Return on average tangible common equity * 17.21 19.91 16.03 15.31 Adjusted return on average stockholders' equity * 14.54 % 16.57 % 14.63 % 17.77 % Adjusted return on average tangible common equity * 17.27 20.23 17.42 21.36 _________________________________________________ * Annualized measure. 91 Table of Contents Reconciliation of Non-GAAP Financial Measure — Core Deposits (dollars in thousands) June 30, 2024 December 31, 2023 Core Deposits Total deposits $ 4,318,693 $ 4,401,437 Less: time deposits of $250,000 or more 217,442 130,183 Less: brokered deposits 29,992 144,880 Core deposits $ 4,071,259 $ 4,126,374 Core deposits to total deposits 94.27 % 93.75 % 92 Table of Contents ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Managing risk is an essential part of successfully managing a financial institution. Our most prominent risk exposures are interest rate risk and credit risk. Interest Rate Risk Our most significant form of market risk is interest rate risk inherent in the normal course of lending and deposit-taking activities. Interest rate risk is the potential reduction of net interest income as a result of changes in interest rates. Management believes that our ability to successfully respond to changes in interest rates will have a significant impact on our financial results. To that end, management actively monitors and manages our interest rate exposure. The Company’s Asset/Liability Management Committee (“ALCO”), which is authorized by the Company’s board of directors, monitors our interest rate sensitivity and makes decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. We monitor the impact of changes in interest rates on our net interest income and economic value of equity (“EVE”) using rate shock analysis. Net interest income simulations measure the short-term earnings exposure from changes in market rates of interest in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate net interest income under varying hypothetical rate scenarios. EVE measures our long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet. The base and shock scenarios in the rate shock analysis assume a static balance sheet, static interest rates, no changes to product mix shift, and cash flow reinvestment at current market interest rates. We also make assumptions for our deposit betas and asset prepayments, based on historical experience. Deposit Betas Deposit pricing changes are primarily driven by changes in the Federal Funds rate, with the relationship between deposit rates and Federal Funds rate defined as deposit beta. We define cumulative deposit beta as the change in our quarterly cost of deposits divided by the change in the upper level of the stated Federal Funds rate range since the fourth quarter of 2021, the start of the current rising rate cycle. As of June 30, 2024, our cumulative deposit beta was 23.6%, an increase from 18.7% as of December 31, 2023. This increase primarily reflects the lag between changes in the Federal Funds rate and the repricing of our deposits as well as a mix shift toward higher rate products. Asset Prepayments We include prepayment assumptions for both our loan and securities portfolios, based on historical experience. Generally, mortgage portfolio prepayments increase in lower rate environments, while commercial and consumer portfolios have historically remained more consistent throughout rate cycles. 93 Table of Contents The following table sets forth the estimated impact on our EVE and net interest income of immediate and parallel changes in interest rates at the specified levels. Change in Interest Rates (basis points) Estimated Increase (Decrease) in EVE Increase (Decrease) in Estimated Net Interest Income Year 1 Year 2 June 30, 2024 +400 20.2 % 6.7 % 12.2 % +300 16.8 4.8 9.2 +200 12.2 3.0 6.1 +100 6.6 1.0 2.7 -100 (8.8) (4.6) (6.0) -200 (17.3) (8.3) (11.6) -300 (14.3) (10.9) (16.8) -400 (4.4) (12.5) (20.4) December 31, 2023 +400 10.7 % 7.5 % 13.0 % +300 9.7 5.8 10.3 +200 7.1 3.4 6.4 +100 4.2 1.4 3.1 -100 (6.3) (4.4) (6.1) -200 (13.2) (7.1) (11.2) -300 (4.5) (9.5) (16.0) -400 5.4 (10.2) (17.3) Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in EVE and net interest income requires that we make certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The EVE and net interest income table presented above assumes that the composition of our interest-rate-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and, accordingly, the data does not reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local competitive factors, which could change the actual impact on EVE and net interest income. The table also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or the repricing characteristics of specific assets and liabilities. Accordingly, although the EVE and net interest income table provides an indication of our sensitivity to interest rate changes at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results. Credit Risk Credit risk is the risk that borrowers or counterparties will be unable or unwilling to repay their obligations in accordance with the underlying contractual terms. We manage and control credit risk in the loan portfolio by adhering to well-defined underwriting criteria and account administration standards established by management. Our loan policy documents underwriting standards, approval levels, exposure limits and other limits or standards deemed necessary and prudent. Portfolio diversification at the borrower, industry, and product levels is actively managed to mitigate concentration risk. In addition, credit risk management also includes an independent loan review process that assesses compliance with loan policy, compliance with loan documentation standards, accuracy of the risk rating and overall credit quality of the loan portfolio. 94 Table of Contents ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, the end of the period covered by this report, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is: (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 95 Table of Contents PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are sometimes party to legal actions that are routine and incidental to our business. Management, in consultation with legal counsel, does not expect the ultimate disposition of any or a combination of these matters to have a material adverse effect on our assets, business, cash flow, financial condition, liquidity, prospects and results of operations; however, given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to our business, including laws and regulations governing consumer protection, fair lending, fair labor, privacy, information security, and anti-money laundering and anti-terrorism laws, we, like all banking organizations, are subject to heightened legal and regulatory compliance and litigation risk. ITEM 1A. RISK FACTORS There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 6, 2024. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities On December 19, 2023, the Company’s board of directors approved a stock repurchase program that authorizes the Company to repurchase up to $15.0 million of its common stock. The stock repurchase program will be in effect until January 1, 2025, with the timing of purchases and number of shares repurchased dependent upon a variety of factors including price, trading volume, corporate and regulatory requirements, and market conditions. The Company is not obligated to purchase any shares under the stock repurchase program, and the stock repurchase program may be suspended or discontinued at any time without notice. The following table sets forth information about the Company’s purchases of its common stock during the second quarter of 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (in thousands) April 1 - 30, 2024 36,154 $ 18.65 36,154 $ 10,932 May 1 - 31, 2024 2,113 18.86 2,113 10,892 June 1 - 30, 2024 15,255 18.92 15,255 10,603 Total 53,522 $ 18.74 53,522 $ 10,603 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES None. 96 Table of Contents ITEM 5. OTHER INFORMATION During the fiscal quarter ended June 30, 2024, 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. ITEM 6. EXHIBITS Exhibit No. Description 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a). 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a). 32.1 * Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350. 32.2 * Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350. 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 Exhibits 101). _________________________________________________ * This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference. 97 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HBT FINANCIAL, INC. August 1, 2024 By: /s/ Peter R. Chapman Peter R. Chapman Chief Financial Officer (on behalf of the registrant and as principal financial officer) 98