Form 424B3 Tri-County Financial

 

PROSPECTUS SUPPLEMENT NO. 6 (to prospectus dated July 30, 2025)

Filed pursuant to Rule 424(b)(3) Registration No. 333- 288087

 

TRI-COUNTY FINANCIAL GROUP, INC.

 

This prospectus supplement updates and amends the prospectus dated July 30, 2025, as amended by that certain Prospectus Supplement No. 1, filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2025, Prospectus Supplement No. 2 filed with the SEC on October 31, 2025, Prospectus Supplement No. 3 filed with the SEC on November 13, 2025, Prospectus Supplement No. 4 filed with the SEC on January 5, 2026, and Prospectus Supplement No. 5 filed with the SEC on March 9, 2026, which relates to the resale of up to 563,064 shares of common stock by the Selling Shareholder identified in the prospectus, as amended and supplemented from time to time. The Selling Shareholder may, or may not, elect to sell its shares of common stock covered by the prospectus, in a manner and to the extent they may determine. See the section titled “Plan of Distribution.” We will not receive any proceeds from the sale of shares of common stock by the Selling Shareholder.

 

This prospectus supplement is being filed to update, amend and supplement the information previously included in the prospectus with the information attached to this prospectus supplement. You should read this prospectus supplement together with the prospectus, which is to be delivered with this prospectus supplement.

 

Our common stock quoted on the OTC Market Group, Inc. OTCQX Marketplace under the symbol “TYFG.” On March 5, 2026, the last reported sale price of our common stock on the OTCQX Marketplace was $53.43 per share.

 

See the section titled “Risk Factors” beginning on page 7 of the prospectus to read about factors you should consider before buying shares of our common stock.

 

The SEC and state securities regulators have not approved or disapproved these securities or determined if the prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is April 20, 2026.

 

 

 

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): April 16, 2026

 

TRI-COUNTY FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

 

Delaware		333-288087		36-3412522
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

706 Washington 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement 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 of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 Par Value		TYFG		OTC 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. ☐

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On April 16, 2026, Tri-County Financial Group, Inc. (the “Company”), held its Annual Meeting. The record date for determination of shareholders entitled to vote at the Annual Meeting was March 6, 2026. There were 2,376,998 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 1,788,476 shares, or approximately 75.2 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The following proposals were voted on at the Annual Meeting:

 

Two directors were elected to serve for a three-year term or until their successors are elected and qualified. The voting results to elect each director were as follows:

 

		For		Against		Abstain/Withheld
Goodwin W. Toraason		1,574,265		0		214,211
Kathleen Stevenson		1,572,453		0		216,023

 

 

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: April 20, 2026	By:	/s/ Lana Eddy
		Lana Eddy
		Chief Financial Officer

 

 

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