HBT Financial (HBT) S-4Registration of securities issued in business combination transactions

We have fixed the close of business on       , 2021, as the record date for determining those shareholders entitled to notice of and to vote at the NXT special meeting and any adjournments of the NXT special meeting. Only holders of record of NXT common stock at the close of business on the record date are entitled to notice of and to vote on the proposals at the NXT special meeting and any adjournments of the NXT special meeting.

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of NXT common stock. As a result, abstentions and broker non-votes will have the same effect as votes against approval of the merger proposal. Approval of the NXT adjournment proposal requires the affirmative vote of a majority of the shares of NXT common stock present in person or represented by proxy at the special meeting. Abstentions will have the same effect as votes against approval of the NXT adjournment proposal, and broker non-votes will have no effect on the approval of the NXT adjournment proposal assuming a quorum has been established.

All of the directors of NXT, along with certain other NXT shareholders, have signed voting and support agreements with HBT agreeing to vote for approval of the merger agreement and the transactions contemplated thereby. Accordingly, the holders of approximately 83.4% of the outstanding shares entitled to vote on the merger are expected to vote in favor of the merger proposal.

Under Iowa law, NXT shareholders who do not vote in favor of the merger proposal will have the right, under certain circumstances, to seek appraisal of the “fair value” of their shares of NXT common stock as determined by an Iowa court if the merger is completed, but only if they submit a written demand for such an appraisal prior to the vote on the adoption of the merger proposal and comply with the other Iowa law procedures explained in the accompanying proxy statement/prospectus. NXT shareholders who do not vote in favor of the merger proposal and who submit a written demand for such an appraisal prior to the vote on the adoption of the merger proposal and comply with the other Iowa law procedures will not receive the merger consideration, but the “fair value” as determined by an Iowa court.

Before the merger and the bank merger may be completed, HBT and NXT must obtain approvals from the Federal Reserve, the FDIC, the IDFPR and the IDB, to which applications have been submitted. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger Agreement — Regulatory Approvals Required for the Merger.” An adverse development in either party’s regulatory standing or these factors could result in a delay of or an inability to obtain regulatory approval. The regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger. See “The Merger Agreement — Regulatory Approvals Required for the Merger.” Regulatory approvals could also be adversely impacted based on the status of any ongoing investigation of either party or its customers, including subpoenas to provide information or investigations by a federal, state or local governmental agency. Further, delays to the regulatory approval process may occur as a result of government shutdowns, including another federal government shutdown such as the one that concluded in January 2019, which resulted in curtailed operations by the Federal Reserve, the SEC and other agencies. We cannot guarantee that we will be able to obtain all required regulatory approvals, the timing of those approvals or whether any conditions will be imposed.

NXT’s stockholders should be aware that some of NXT’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of NXT’s stockholders generally. These interests and arrangements may create potential conflicts of interest. NXT’s board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that holders of NXT voting common stock vote in favor of the merger proposal.

This section contains information from NXT for NXT shareholders about the special meeting NXT has called to consider and approve the merger agreement and the transactions contemplated thereby by the holders of NXT common stock. On or about            , 2021, NXT commenced mailing of this proxy statement/prospectus to holders of NXT common stock. Together with this proxy statement/prospectus, we are also sending to shareholders of NXT’s common stock a notice of the NXT special meeting and a form of proxy card that NXT’s board of directors is soliciting for use at the NXT special meeting and at any adjournments of the meeting.

This proxy statement/prospectus is also being furnished by HBT to NXT shareholders as a prospectus in connection with the issuance of shares of HBT common stock upon completion of the merger.

The NXT special meeting will be held at        on            , 2021, at      a.m/p.m. Central Time.

At the NXT special meeting, holders of NXT common stock as of the NXT record date will be asked to consider and vote on the following matters:

After careful consideration, the NXT board of directors unanimously approved the merger agreement and the transactions contemplated thereby, and unanimously determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of NXT and its shareholders.

All of the directors and certain significant shareholders of NXT, collectively holding as of the NXT record date an aggregate 22,172 shares of NXT common stock, have signed voting and support agreements with HBT agreeing to vote in favor of the merger agreement and the transactions contemplated thereby. Accordingly, the holders of approximately 83.4% of the outstanding NXT common stock entitled to vote on the merger proposal have entered into voting and support agreements with HBT to vote in favor of the merger proposal.

NXT’s board of directors has fixed the close of business on            , 2021, as the NXT record date for determining the NXT shareholders entitled to receive notice of and to vote at the NXT special meeting.

As of the close of business on the NXT record date, 26,582.23 shares of NXT common stock (which includes 50 shares of outstanding unvested restricted NXT common stock) were issued and outstanding and held by approximately 50 record holders. Each share of NXT common stock held of record at the close

A quorum is required to transact business and consider each proposal at the NXT special meeting. The presence at the special meeting, in person or by proxy, of holders of a majority of the outstanding shares of NXT common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business. All shares of NXT common stock present in person or represented by proxy, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the NXT special meeting.

Approval of the merger proposal requires the affirmative vote of NXT shareholders representing a majority of the outstanding shares of NXT common stock as of the close of business on the NXT record date. If you fail to submit a proxy card or vote in person at the NXT special meeting, mark “ABSTAIN” on your proxy card or fail to instruct your bank or broker for shares held in street name with respect to the proposal to approve the merger proposal, it will have the same effect as a vote “AGAINST” approval of the merger proposal.

The merger proposal will not require the approval of the holders of HBT common stock under the Delaware General Corporation Law or applicable rules of the Nasdaq Global Select Market.

Approval of the NXT adjournment proposal requires the affirmative vote of a majority of the shares of NXT common stock present in person or represented by proxy at the NXT special meeting. If you mark “ABSTAIN” with respect to the NXT adjournment proposal, it will have the same effect as a vote “AGAINST” the NXT adjournment proposal, and broker non-votes will have no effect on the approval of the NXT adjournment proposal assuming a quorum has been established.

Each of the directors of NXT, in his or her capacity as a beneficial owner of shares of NXT common stock, has entered into a voting and support agreement with HBT, the form of which is attached to this proxy statement/prospectus as Exhibit A-2 to Appendix A, in which each such director has agreed to vote all shares of NXT common stock that he or she beneficially owns and has the power to vote in favor of the merger proposal and any other matter that is required to be approved by the shareholders of NXT to facilitate the transactions contemplated by the merger agreement. The directors also agreed to vote against any proposal made in opposition to the approval of the merger or in competition with the merger agreement and against any other acquisition proposal. See “The Merger — Interests of Certain Persons in the Merger.”

As of the close of business on the NXT record date, NXT’s directors and certain significant shareholders party to voting and support agreements held, in the aggregate, approximately 22,172 shares of NXT common stock, or approximately 83.4% of the outstanding shares of NXT common stock entitled to vote at the NXT special meeting.

As of the NXT record date, HBT and its subsidiaries held no shares of NXT common stock, and none of its directors and executive officers and their affiliates held shares of NXT common stock.

Recipients of restricted stock awards are entitled to vote the underlying shares of NXT common stock, even while subject to vesting requirements. Accordingly, the holder of NXT restricted stock will vote in the same manner as holders of NXT common stock.

Proxies are being solicited by NXT’s board of directors from shareholders of NXT common stock. Shares of NXT common stock represented by properly executed proxies, and that have not been revoked, will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, such proxies representing shares of NXT common stock will be voted “FOR” the merger proposal and “FOR” the NXT adjournment proposal, and in the discretion of the individuals named as proxies as to any other matter that may come before the NXT special meeting.

HBT has agreed to pay for the costs and expenses (excluding the fees and disbursements of counsel and accountants) of filing, printing and distributing this proxy statement/prospectus and all filing and registration fees, including fees paid for filing the registration statement of which this proxy statement/prospectus forms a part with the SEC. In addition to the solicitation of proxies by mail, solicitation may be made by certain directors, officers or employees of NXT or its affiliates telephonically, electronically or by other means of communication. Directors, officers and employees will receive no additional compensation for such solicitation. NXT does not anticipate using a paid proxy solicitor in connection with the special meeting.

Holders of NXT common stock may vote in person or by proxy at the NXT special meeting on the proposals upon which they are entitled to vote. Holders of NXT common stock may also vote by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. To be valid, your vote by mail must be received by the deadline specified on the proxy card.

A holder of NXT common stock who has submitted a proxy may revoke it or change the shareholder’s vote at any time before its proxy is voted at the NXT special meeting. A holder of NXT common stock may revoke its proxy by (i) giving a written notice of revocation to Roger Baker, President and Chairman of NXT, (ii) attending the NXT special meeting in person and voting by ballot at the NXT special meeting, or (iii) by properly submitting to NXT a duly executed proxy bearing a later date. All written notices of revocation and other communications with respect to revocation of proxies should be addressed to NXT as follows: 325 Oakbrook Drive, Marion, Iowa 52302, Attention: Roger Baker, President and Chairman of NXT.

The NXT special meeting will be held at       on            , 2021, at      a.m./p.m. Central Time. All holders of NXT common stock as of the record date, including shareholders who hold their shares through brokers, trusts, banks, nominees or any other holder of record, are invited to attend the NXT special meeting.

All shareholders must bring an acceptable form of identification, such as a valid driver’s license, in order to attend the NXT special meeting in person.

Any representative of a shareholder who wishes to attend the special meeting must present acceptable documentation evidencing his or her authority, acceptable evidence of ownership by the holder of shares of NXT common stock and an acceptable form of identification.

If you have any questions or need assistance in voting your shares, please call Nathan Koch, Vice President of NXT, at (319) 688-6208.

After further discussion among members of NXT’s Board, Vedder Price led a comprehensive review of the definitive transaction documents, including the merger agreement. During the meeting, NXT’s management and a representative from D.A. Davidson also reported on, and the NXT Board discussed, the reverse due diligence process undertaken by NXT and its advisors with respect to HBT, including Vedder Price’s and management’s assessment of areas of risk identified as part of the diligence process and its conclusions with respect to its review. Vedder Price also led a discussion regarding the voting and support agreement each director was being asked to sign.

Following this discussion, representatives of D.A. Davidson reviewed the financial aspects of the proposed merger and discussed in detail their financial analyses as of the date of the meeting, including those described under “— Opinion of NXT’s Financial Advisor.” In particular, it was noted that the implied aggregate transaction value, on a fully diluted basis and based on the contemporaneous trading price of HBT’s common stock, was approximately $42.8 million, with approximately 75% of the merger consideration payable in shares of HBT common stock and approximately 25% in cash. The implied value to NXT on a per share basis was $1,611 per share (based on closing price of HBT common stock on June 3, 2021). At this meeting, D.A. Davison delivered its written opinion to the NXT Board to the effect that, based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken as described in its opinion, the per share merger consideration was fair, from a financial point of view, to the holders of NXT common stock, as described under “— Opinion of NXT’s Financial Advisor.”

Following extensive discussion and after considering the foregoing and the proposed terms of the transaction documents, and taking into account the strategic rationale, financial terms, consideration to be received by NXT shareholders, integration risk and business rationale of consummating a merger with HBT, including the factors described in the section titled “— NXT’s Reasons for the Merger and Recommendation of the Board of Directors of NXT,” the NXT Board, having determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, were fair to and in the best interests of NXT and its shareholders, unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the per share merger consideration, at the meeting. The board directed that the merger agreement be submitted to holders of NXT’s common stock for approval, and recommended that holders of NXT common stock vote in favor of the approval of the merger agreement and the transactions contemplated thereby.

On June 4, 2021, the HBT Board held a special meeting to consider the proposed merger with NXT, including the financial terms of the proposed transaction and the transaction documents. Prior to discussing the above, Kirkland & Ellis reviewed the fiduciary duties of the HBT Board. The chairman of the HBT Board then discussed the strategic benefits of the proposed transaction with NXT. Following a comprehensive presentation by Piper Sandler, that included Piper Sandler’s financial analysis regarding the terms and impact of the proposed acquisition, Kirkland and senior management then lead a detailed discussion regarding the terms of the proposed transaction documents with specific emphasis on the pricing arrangements (including the possible adjustments to the transaction pricing), the protections included in the voting and support agreements to be executed by the directors, senior officers and certain significant shareholders of NXT and provided background regarding the negotiations with NXT. After management and outside counsel answered numerous questions and following discussion, the HBT Board determined that the terms of the merger agreement and the transactions were fair and in the best interests of HBT and its stockholders, unanimously adopted and approved, and declared advisable the merger agreement and the transactions contemplated thereby and directed senior management to finalize the transaction documents and, when appropriate to execute the documents, including the merger agreement.

Between June 4, 2021 and June 7, 2021, the parties continued to finalize remaining open items regarding the terms of the merger and the draft merger agreement.

HBT’s board of directors believes that the merger and the merger agreement are advisable and in the best interests of HBT and its stockholders.

The foregoing discussion of the information and factors considered by HBT’s board of directors is not intended to be exhaustive, but includes a description of all material factors considered by HBT’s board of directors. HBT’s board of directors further considered various risks and uncertainties related to each of these factors and the ability to complete the merger. In view of the wide variety of factors considered by HBT’s board of directors in connection with its evaluation of the merger, HBT’s board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In considering the factors described above, individual directors may have given differing weights to different factors. HBT’s board of directors collectively made its determination with respect to the merger based on the conclusion reached by its members, based on the factors that each of them considered appropriate, that the merger is in the best interests of HBT stockholders and that the benefits expected to be achieved from the merger outweigh the potential risks and vulnerabilities.

It should be noted that this explanation of the HBT board of directors’ reasoning and all other information presented in this section includes information that is forward-looking in nature, and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

After careful consideration, the NXT Board, at a meeting held on June 4, 2021, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of NXT and its shareholders and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. The NXT Board has concluded that the merger offers NXT shareholders an attractive opportunity to achieve the board of directors’ strategic business objectives, including increasing shareholder value and enhancing liquidity for NXT shareholders. In addition, the NXT Board believes that the customers and communities served by NXT Bank will benefit from the merger. Accordingly, the NXT Board recommends that NXT shareholders vote “FOR” approval and adoption of the merger agreement at the NXT special meeting.

In reaching its decision, the NXT Board, with advice from NXT’s management, as well as its legal counsel, Vedder Price, and financial advisor, D.A. Davidson, considered a number of financial, legal and market factors, including the following:

The foregoing discussion of the information and factors considered by NXT’s board of directors is not intended to be exhaustive, but includes a summary of all material factors considered by NXT’s board of directors. NXT’s board of directors in approving the merger agreement further considered various risks and uncertainties related to each of these factors and the ability to complete the merger. In view of the wide variety of factors considered by the NXT Board in connection with its evaluation of the merger, the NXT Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In considering the factors described above, individual directors may have given differing weights to different factors. The NXT Board collectively made its determination with respect to the merger based on the conclusion reached by its members, in light of factors that each of them considered appropriate, that the merger is in the best interests of NXT and NXT shareholders and that the benefits expected to be achieved from the merger were achievable and outweigh the potential risks and vulnerabilities. The NXT Board realized that there can be no assurance about future results, including results expected or considered in the factors listed above.

After considering the foregoing and other relevant factors and risks, and their overall impact on the shareholders and other constituencies of NXT, the NXT Board concluded that the anticipated benefits of the merger outweighed the anticipated risks of the transaction. Accordingly, the NXT Board unanimously approved and deemed advisable the merger agreement and the merger, and the board of directors unanimously recommends that NXT shareholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, and “FOR” the NXT adjournment proposal.

It should be noted that this explanation of the NXT Board reasoning and all other information presented in this section includes information that is forward-looking in nature, and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

As of April 19, 2021, NXT entered into an engagement agreement with D.A. Davidson on an exclusive basis to render financial advisory and investment banking services to NXT in connection with NXT’s review of its financial and strategic alternatives, including through merger, sale or otherwise, by means of a merger, consolidation, reorganization or any other transaction of a like nature, regardless of form, with another person, corporation or business entity. As part of its engagement, Davidson agreed to assist NXT in analyzing, structuring, negotiating and, if appropriate, effecting a transaction between NXT and another person, corporation or business entity. D.A. Davidson also agreed to provide NXT’s board of directors with an opinion as to the fairness, from a financial point of view, to the holders of NXT’s Common Stock of the merger consideration to be paid to such holders in the proposed merger. NXT engaged Davidson because D.A. Davidson is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with NXT and its business. As part of its investment banking business, D.A. Davidson is continually engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

The full text of D.A. Davidson’s written opinion, dated June 4, 2021, is attached as Appendix B to this proxy statement/prospectus and is incorporated herein by reference. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. NXT’s common shareholders are urged to read the opinion in its entirety.

D.A. Davidson’s opinion speaks only as of the date of the opinion and D.A. Davidson undertook no obligation to revise or update its opinion. The opinion is directed to NXT’s board of directors and addresses only the fairness, from a financial point of view, to the holders of NXT’s Common Stock of the merger consideration to be paid to such holders in the proposed merger. The opinion does not address, and D.A. Davidson expresses no view or opinion with respect to, (i) the underlying business decision of NXT to engage in the merger, (ii) the relative merits or effect of the merger as compared to any alternative business transactions or strategies that may be or may have been available to or contemplated by NXT or NXT’s board of directors, or (iii) any legal, regulatory, accounting, tax or similar matters relating to NXT, its shareholders or relating to or arising out of the merger. The opinion expresses no view or opinion as to any terms or other aspects of the merger, except for the merger consideration. NXT and HBT determined the merger consideration through a negotiated process. The opinion does not express any view as to the amount or nature of the compensation to any of NXT’s or HBT’s officers, directors or employees, or any class of such persons, relative to the merger consideration, or with respect to the fairness of any such compensation. The opinion has been reviewed and approved by D.A. Davidson’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with rendering its opinion, D.A. Davidson reviewed, among other things, the following:

D.A. Davidson expresses no view as to, and its opinion does not address, the relative merits of the merger as compared to any alternative business mergers or strategies, or whether such alternative mergers or strategies could be achieved or are available. D.A. Davidson notes that it was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of NXT or any other alternative merger or strategy. In addition, D.A. Davidson’s opinion does not address any legal, regulatory, tax or accounting matters, as to which D.A. Davidson understands that NXT obtained such advice as it deemed necessary from qualified professionals.

D.A. Davidson has not evaluated the solvency or fair value of NXT or HBT under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. This opinion is not a solvency opinion and does not in any way address the solvency or financial condition of NXT or HBT. D.A. Davidson is not expressing any opinion as to the impact of the merger on the solvency or viability of NXT or HBT or the ability of NXT or HBT to pay their respective obligations when they come due.

Set forth below is a summary of the material financial analyses performed by D.A. Davidson in connection with rendering its opinion. The summary of the analyses D.A. Davidson set forth below is not a complete description of the analysis underlying its opinion, and the order in which these analyses are described below is not indicative of any relative weight or importance given to those analyses by D.A. Davidson. The following summaries of financial analyses include information presented in tabular format. You should read these tables together with the full text of the summary financial analyses, as the tables alone are not a complete description of the analyses.

Unless otherwise indicated, the following quantitative information, to the extent it is based on market data, is based on pricing and market data as of June 3, 2021, and is not necessarily indicative of market conditions after such date.

D.A. Davidson reviewed the financial terms of the proposed transaction. As described in the merger agreement, each share of NXT’s common stock (“NXT Common Stock”) that is issued and outstanding immediately prior to the Effective Time (other than shares of NXT Common Stock held as a result of debts previously contracted, treasury shares and Dissenters’ Shares) shall be converted into the right to receive the following: (i) Per Share Cash Consideration in the amount of $400.00; and (ii) Per Share Stock Consideration equal to 67.6783 duly authorized, validly issued, fully paid and non-assessable shares of HBT common stock (“HBT Common Stock”). Holders of NXT Common Stock shall have the right to receive the Per Share Cash Consideration and Per Share Stock Consideration in accordance with the merger agreement. The merger Consideration shall mean the aggregate sum of (A) the Per Share Cash Consideration and (B) the Per Share Stock Consideration payable to holders of NXT Common Stock pursuant to Section 2.1 of the merger agreement. The number of shares of NXT Common Stock to be converted into the right to receive the Per Share Cash Consideration shall be equal to $10,632,892.00 and the number of shares of NXT Common Stock to be converted into the right to receive the Per Share Stock Consideration shall be equal to 1,799,040 shares of HBT Common Stock. The terms and conditions of the merger are more fully set forth in the merger agreement. Based upon financial information as of or for the twelve month period ended March 31, 2021 and other financial and market information described below, D.A. Davidson calculated the following transaction ratios:

D.A. Davidson reviewed the history of the reported trading prices and volume of HBT Common Stock and certain stock indices, including the S&P 500, the KBW Nasdaq Regional Bank Index and the NASDAQ Bank Index. D.A. Davidson compared the stock price performance of HBT with the performance of the S&P 500, the KBW Nasdaq Regional Banking Index and the NASDAQ Bank Index as follows: