8-K
Tri-County Financial Group, Inc. (TYFG)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): October 28, 2025
TRI-COUNTY
FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-15950 | 36-3412522 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
706Washington Street Mendota ,Illinois
61342
(Address of Principal Executive Offices) (Zip Code)
(815)538-2265
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $1.00 Par Value | TYFG | OTC<br> Market Group, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒
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. ☐
Item2.02. Results of Operations and Financial Condition.
On October 28, 2025, Tri-County Financial Group, Inc. (the “Company”) issued a press release disclosing financial results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated October 28, 2025. |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| TRI-COUNTY FINANCIAL GROUP, INC. | ||
|---|---|---|
| Date:<br> October 28, 2025 | By: | /s/ Lana Eddy |
| Lana<br> Eddy | ||
| Chief<br> Financial Officer |
Exhibit99.1
Tri-County Financial Group, Inc. Reports Third Quarter 2025 Financial Results
MENDOTA, IL, October 28, 2025 Tri-County Financial Group, Inc. (The Company) (OTCQX: TYFG) today announced financial results for the third quarter of 2025.
Net income for the third quarter of 2025 was $3.7 million ($1.56 per share), compared to $3.1 million ($1.27 per share) during the third quarter of 2024. Net income was $9.8 million ($4.09 per share) for the nine-month period ending September 30, 2025, compared to $8.0 million ($3.33 per share) for the nine-month period ending September 30, 2024.
Net interest income was $13.0 million during the quarter ended September 30, 2025, compared to $10.9 million in the same period of 2024, an increase of 19%.
Non-interest income was $4.4 million for the third quarter of 2025, a decrease of $0.1 million, or 1%, compared to $4.5 million during the quarter ended September 30, 2024.
Non-interest expense was $12.1 million during the quarter ended September 30, 2025, compared to $11.4 million for the third quarter of 2024, an increase of $0.7 million.
Our investment portfolio consists entirely of debt securities classified as available-for-sale; therefore, unrealized gains and losses are fully reported on our balance sheet. None of our securities are classified as held-to-maturity. The investment portfolio increased $7.5 million or 5% year over year and totaled $154.1 million at September 30, 2025.
Total loans increased $38.5 million, or 3%, to $1.31 billion at September 30, 2025, from $1.27 billion at September 30, 2024. Nonperforming loans as a percent of total loans were 0.54% as of September 30, 2025, compared to 0.41% at September 30, 2024.
The credit loss expense was $0.3 million for the quarter ended September 30, 2025. The allowance for credit loss ended at $14.8 million at September 30, 2025 and represented 1.13% of gross loans, compared to $14.2 million at September 30, 2024 and 1.11% of gross loans. Asset quality continues to remain solid and charge offs remain low.
Total deposits decreased by $4.3 million, year-over-year. Total deposits were $1.253 billion at September 30, 2025, which consisted of approximately $28.9 million of brokered deposits. Total deposits were $1.257 billion at September 30, 2024, which consisted of approximately $71.2 million of brokered deposits. Without factoring in brokered deposits, total deposits thus increased approximately $38 million year-over-year. Federal Home Loan Bank (FHLB) advances were $121.9 million and $74.9 million at September 30, 2025 and 2024, respectively.
The Company’s capital levels remain solid as of September 30, 2025, with a Tier 1 leverage ratio of 9.91%.
On September 9, 2025, the Board of Directors declared a regular dividend of $0.25 per share, payable October 9, 2025, to shareholders of record on September 30, 2025.
In announcing the results, President and CEO of First State Bank, Kirk Ross, stated, “Our third quarter results reflected solid earnings with strong growth in net interest income and continued improvement in our net interest margin. As we continue to see repricing in our loan portfolio, we believe solid earnings performance will continue with increased yields on our earning assets and lower funding costs. We remain attentive to our loan strategies and our asset quality remains strong. We are continuing our deposit growth strategies in a competitive market and monitor our local competition to offer competitive rates while continuing to provide exceptional community banking services. We believe that our diversified balance sheet and lines of business are in a strong position.”
Tri-County Financial Group, Inc. is the parent holding company for First State Bank, with offices in Mendota, Batavia, Bloomington, Champaign, Geneva, LaMoille, McNabb, North Aurora, Ottawa, Peru, Princeton, Rochelle, Shabbona, St. Charles, Streator, Sycamore, Waterman and West Brooklyn. First State Bank is the parent company of First State Mortgage Services, LLC and First State Insurance. Tri-County Financial Group, Inc. shares are quoted under the symbol TYFG and traded on OTCQX.
Note: This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors, including operating; legal and regulatory risks; changing economic and competitive conditions; and other risks and uncertainties.
Contact:
Lana Eddy, Secretary
leddy@firststatebank.biz
815.538.2265
TRICOUNTY FINANCIAL GROUP, INC. & SUBSIDIARIES
CONSOLIDATEDSTATEMENTS OF INCOME
QUARTERENDED SEPTEMBER 30TH
(Unaudited, 000s omitted, except share data)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Interest Income | $ | 21,095 | $ | 19,986 | |
| Interest Expense | 8,125 | 9,120 | |||
| Net Interest Income | 12,970 | 10,866 | |||
| Provision (Recovery) for Credit Losses | 253 | (170 | ) | ||
| Net Interest Income After Provision (Recovery) for Credit Losses | 12,717 | 11,036 | |||
| Non-Interest Income | 4,448 | 4,511 | |||
| FDIC Assessments | 170 | 180 | |||
| Non-Interest Expenses | 11,952 | 11,227 | |||
| Income Before Income Taxes | 5,043 | 4,140 | |||
| Applicable Income Taxes | 1,331 | 1,082 | |||
| Security Gains (Losses) | - | - | |||
| Net Income (Loss) | $ | 3,712 | $ | 3,058 | |
| Basic Net Income Per Share | $ | 1.56 | $ | 1.27 | |
| Weighted Average Shares Outstanding | 2,381,501 | 2,402,591 |
TRI-COUNTYFINANCIAL GROUP, INC. & SUBSIDIARIES
CONSOLIDATEDBALANCE SHEETS
(Unaudited, 000s omitted, except share data)
| ASSETS | 9/30/2025 | 9/30/2024 | ||||
|---|---|---|---|---|---|---|
| Cash and Due from Banks | $ | 50,834 | $ | 46,153 | ||
| Federal Funds Sold | 1,954 | 1,465 | ||||
| Debt Securities Available-for-Sale | 154,071 | 146,550 | ||||
| Loans and Leases | 1,313,027 | 1,274,499 | ||||
| Less: Allowance for Credit Losses | (14,815 | ) | (14,205 | ) | ||
| Loans, Net | 1,298,212 | 1,260,294 | ||||
| Premises & Equipment | 24,592 | 25,407 | ||||
| Intangibles | 8,683 | 8,706 | ||||
| Other Real Estate Owned | 101 | 241 | ||||
| Accrued Interest Receivable | 9,759 | 9,482 | ||||
| Other Assets | 38,938 | 38,269 | ||||
| TOTAL ASSETS | $ | 1,587,144 | $ | 1,536,567 | ||
| LIABILITIES | ||||||
| Demand Deposits | 159,475 | 154,354 | ||||
| Interest-bearing Demand Deposits | 402,751 | 397,249 | ||||
| Savings Deposits | 196,742 | 187,034 | ||||
| Time Deposits | 494,039 | 518,631 | ||||
| Total Deposits | 1,253,007 | 1,257,268 | ||||
| Repurchase Agreements | 25,597 | 27,785 | ||||
| FHLB and Other Borrowings | 121,917 | 74,917 | ||||
| Interest Payable | 160 | 160 | ||||
| Subordinated Debt | 9,853 | 9,828 | ||||
| Total Repos & Borrowings | 157,527 | 112,690 | ||||
| Other Liabilities | 22,019 | 21,949 | ||||
| Dividends Payable | 607 | 491 | ||||
| TOTAL LIABILITIES | $ | 1,433,160 | $ | 1,392,398 | ||
| STOCKHOLDERS’ EQUITY | ||||||
| Common Stock | 2,376 | 2,400 | ||||
| Additional Paid-in-Capital | 20,352 | 21,367 | ||||
| Retained Earnings | 137,777 | 128,002 | ||||
| Accumulated Other Comprehensive Loss | (6,521 | ) | (7,600 | ) | ||
| TOTAL STOCKHOLDERS’ EQUITY | 153,984 | 144,169 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 1,587,144 | $ | 1,536,567 | ||
| Book Value Per Share | $ | 64.82 | $ | 60.08 | ||
| Tangible Book Value Per Share | $ | 61.17 | $ | 56.45 | ||
| Bid Price | $ | 48.71 | $ | 41.80 | ||
| Period End Outstanding Shares | 2,375,518 | 2,399,758 |