SecProbe.io

CORRESP
 1
 filename1.htm

 May 14, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention:   Aisha Adegbuyi

 Re: HBT Financial,
 Inc.

 Request for Acceleration of Effectiveness of
 Form S-3

 SEC File No. 333-293623 ("Registration
 Statement")

 Dear Ms. Adegbuyi:

 On behalf of HBT Financial,
Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so
that it will be declared effective at 3:00 p.m. (Washington, D.C. time) on Monday, May 18, 2026 or as soon as practicable thereafter.

 The staff should feel free
to telephone Abdul R. Mitha of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant's legal counsel, at (312) 629-5171
with any questions or comments.

 Very truly yours,

 HBT Financial, Inc.

 /s/ J. Lance Carter

 J. Lance Carter

 President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 5, 2026

J. Lance Carter
Chief Executive Officer
HBT Financial, Inc.
401 North Hershey Road
Bloomington, IL 61704

 Re: HBT Financial, Inc.
 Registration Statement on Form S-3
 Filed February 20, 2026
 File No. 333-293623
Dear J. Lance Carter:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Abdul Mitha, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 HBT FINANCIAL, INC.

 401 North Hershey Road

 Bloomington, IL 61704

 December 12, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549
 Attention: Mr. Rob Arzonetti

 Re: HBT Financial, Inc.

 Registration Statement on Form S-4 (Registration
Number 333-291925)

 Request for Acceleration of Effectiveness

 Dear Mr. Arzonetti:

 Pursuant to Rule 461 under the Securities
Act of 1933, HBT Financial, Inc. (the "Company") hereby requests acceleration of the effective date of its Registration
Statement on Form S-4 (File No. 333-291925), as amended, to Tuesday, December 16, 2025, at 4:00 p.m. E.T., or as soon
thereafter as is practicable.

 Please contact Jennifer D. King of Vedder Price
P.C. at (312) 609-7835 as soon as practicable following the Registration Statement being declared effective or if you have any questions
concerning this matter.

 Very truly yours,

 /s/ Peter R. Chapman

 Peter R. Chapman

 Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
May 28, 2024
Peter Chapman
Executive Vice President and Chief Financial Officer
HBT Financial, Inc.
401 North Hershey Rd
Bloomington, Illinois 61704
Re:HBT Financial, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39085
Dear Peter Chapman:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

May 16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Sarmad Makhdoom and Cara Lubit

RE:    HBT Financial, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

File No. 001-39085

Dear Mr. Makhdoom and Ms. Lubit:

We are in receipt of your letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated May 3, 2024 (the “Comment Letter”), to Mr. Peter Chapman, Executive Vice President and Chief Financial Officer of HBT Financial, Inc. (the “Company”), with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2023, and hereby submit the following responses to the comments contained in such Comment Letter. For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter in bold italics followed by the Company’s responses.

Form 10-K for the Fiscal Year Ended December 31, 2023

Item 1. Business

Concentrations in Commercial Real Estate, page 17

1.    We note your disclosures regarding risk management practices related to commercial real estate lending. Please revise future filings, here or elsewhere as appropriate, to describe specific details of any key risk management policies, procedures, or other actions undertaken by management in response to the current environment.

Company Response: The Company acknowledges the Staff's comment and confirms that it will revise its disclosures in future filings as requested, including discussion of key risk management policies, procedures, or other actions undertaken by management in response to the current commercial real estate (“CRE”) environment.

1

Management’s Discussion and Analysis of Financial Condition and Results of Operations Loan Portfolio, page 56

2.    We note the tabular disclosure on page 56 detailing the composition of your gross loan portfolio, which includes commercial real estate (“CRE”) disaggregated by owner and non-owner occupied loans. Given the significance of CRE to your total loan portfolio, please revise your disclosures in future filings to further disaggregate owner and nonowner occupied CRE loan composition by separately presenting the components of the portfolio by key borrower type (e.g., by office, retail, multi-family, etc.). This could be similar to, but not necessarily identical to, detail you provide in Exhibit 99.2 of your 8-K dated April 22, 2024. In addition, to the extent that there are other characteristics (e.g., current weighted average and/or range of loan-to-value ratios, occupancy rates, etc.) material to an investor’s understanding of your CRE loan portfolio, include those details in future filings.

Company Response: The Company acknowledges the Staff's comment and confirms that it will revise its disclosures in future filings as requested, including presenting the components of our owner and nonowner occupied CRE loans by key borrower type as well as other characteristics material to an investor’s understanding of our CRE loan portfolio.

Liquidity, page 63

3.    We note your disclosures regarding liquidity. In future filings, please enhance your disclosures, here or elsewhere as appropriate, to present holistic tabular disclosure of your available liquidity sources, including total borrowing capacity, borrowings outstanding, and other sources of liquidity (cash, securities, etc.) to arrive at total available liquidity.

Company Response: The Company acknowledges the Staff's comment and confirms that it will revise its disclosures in future filings as requested, including a tabular disclosure of our available liquidity sources, including total borrowing capacity, borrowings outstanding, and other sources of liquidity to arrive at total available liquidity.

4.    We note your disclosure of deposit beta on slide 23 of Exhibit 99.2 in your 8-K dated April 22, 2024. To the extent that deposit beta is monitored and used by management, please revise future filings such as 10-Qs and 10-Ks to incorporate disclosures regarding deposit beta and how you calculate it, either here or in an appropriate location.

Company Response: The Company acknowledges the Staff's comment and confirms that it will revise its disclosures in future filings as requested, including disclosures regarding deposit beta and how we calculate it.

* * * * *

The Company believes the foregoing provides a complete response to the Comment Letter. Please contact me directly at (309) 664-4556 if you have any questions or require any additional information.

Very truly yours,

HBT Financial, Inc.

/s/ Peter R. Chapman

Peter R. Chapman

Executive Vice President and Chief Financial Officer

2

United States securities and exchange commission logo
May 3, 2024
Peter Chapman
Executive Vice President and Chief Financial Officer
HBT Financial, Inc.
401 North Hershey Rd
Bloomington, Illinois 61704
Re:HBT Financial, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39085
Dear Peter Chapman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 1. Business
Concentrations in Commercial Real Estate, page 17
1.We note your disclosures regarding risk management practices related to commercial real
estate lending. Please revise future filings, here or elsewhere as appropriate, to describe
specific details of any key risk management policies, procedures, or other actions
undertaken by management in response to the current environment.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Loan Portfolio, page 56
2.We note the tabular disclosure on page 56 detailing the composition of your gross loan
portfolio, which includes commercial real estate (“CRE”) disaggregated by owner and
non-owner occupied loans. Given the significance of CRE to your total loan portfolio,
please revise your disclosures in future filings to further disaggregate owner and non-
owner occupied CRE loan composition by separately presenting the components of the
portfolio by key borrower type (e.g., by office, retail, multi-family, etc.). This could be

 FirstName LastNamePeter  Chapman
 Comapany NameHBT Financial, Inc.
 May 3, 2024 Page 2
 FirstName LastName
Peter  Chapman
HBT Financial, Inc.
May 3, 2024
Page 2
similar to, but not necessarily identical to, detail you provide in Exhibit 99.2 of your 8-K
dated April 22, 2024. In addition, to the extent that there are other characteristics (e.g.,
current weighted average and/or range of loan-to-value ratios, occupancy rates, etc.)
material to an investor’s understanding of your CRE loan portfolio, include those details
in future filings.
Liquidity, page 63
3.We note your disclosures regarding liquidity. In future filings, please enhance your
disclosures, here or elsewhere as appropriate, to present holistic tabular disclosure of your
available liquidity sources, including total borrowing capacity, borrowings outstanding,
and other sources of liquidity (cash, securities, etc.) to arrive at total available liquidity.
4.We note your disclosure of deposit beta on slide 23 of Exhibit 99.2 in your 8-K dated
April 22, 2024. To the extent that deposit beta is monitored and used by management,
please revise future filings such as 10-Qs and 10-Ks to incorporate disclosures regarding
deposit beta and how you calculate it, either here or in an appropriate location.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Sarmad Makhdoom at 202-551-5776 or Cara Lubit at 202-551-5909 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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April 17, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:  Robert Arzonetti

    Re:
    HBT Financial, Inc.

    Request for Acceleration of Effectiveness of Form S-3

    SEC File No. 333-270466 (“Registration Statement”)

Dear Mr. Arzonetti:

On behalf of HBT Financial,
Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so
that it will be declared effective at 3:00 p.m. (Washington, D.C. time) on Wednesday, April 19, 2023 or as soon as practicable thereafter.

The staff should feel free
to telephone Abdul R. Mitha of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5171
with any questions or comments.

    Very truly yours,

    HBT Financial, Inc.

    /s/ J. Lance Carter

    J. Lance Carter

    President and Chief Operating Officer

United States securities and exchange commission logo
March 22, 2023
J. Lance Carter
President and Chief Operating Officer
HBT Financial, Inc.
401 North Hershey Road
Bloomington, Illinois 61704
Re:HBT Financial, Inc.
Registration Statement on Form S-3
Filed March 10, 2023
File No. 333-270466
Dear J. Lance Carter:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at (202) 551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Abdul R. Mitha

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November 3, 2022

Via EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:                David
Gessert

 Re: HBT Financial, Inc.

Registration Statement on Form S-4

Initially filed on October 17, 2022

File Number 333-267895

Ladies and Gentlemen:

HBT Financial, Inc.,
a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration Statement
on Form S-4, File No. 333-267895, as amended (the “Registration Statement”), to 4:00 p.m., Eastern time,
on Monday, November 7, 2022 or as soon thereafter as practicable.

Please contact James M. Kane
of Vedder Price P.C., special counsel to the Company, at (312) 609-7533, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

*           *           *           *

    Sincerely,

    HBT FINANCIAL, INC.

    By:
    /s/ J. Lance Carter

    Name:
    J. Lance Carter

    Title:
    President and Chief Operating Officer

    [Signature
    Page to Acceleration Request]

United States securities and exchange commission logo
October 20, 2022
Fred L. Drake
Chief Executive Officer
HBT Financial, Inc.
401 North Hershey Road
Bloomington, IL 61704
Re:HBT Financial, Inc.
Registration Statement on Form S-4
Filed October 17, 2022
File No. 333-267895
Dear Fred L. Drake:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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August 19, 2021

Via EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Susan Block

    Re:

    HBT Financial, Inc.

    Registration Statement on Form S-4

    Initially filed on August 11, 2021

    File Number 333-258701

Ladies and Gentlemen:

HBT Financial, Inc., a Delaware corporation
(the “Company”), hereby requests acceleration of the effective date of its Registration Statement on
Form S-4, File No. 333-258701, as amended (the “Registration Statement”), to 2:00 p.m., Eastern time, on
Monday, August 23, 2021 or as soon thereafter as practicable.

Please contact James S. Rowe of Kirkland &
Ellis LLP, special counsel to the Company, at (312) 862-2191, as soon as the Registration Statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

 *               *               *               *

    Sincerely,

    HBT Financial, Inc.

    By:
    /s/ Matthew
J. Doherty

    Name:
    Matthew J. Doherty

    Title:
    Executive Vice President and Chief Financial Officer

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
August 17, 2021
Fred Drake
Chief Executive Officer
HBT Financial, Inc.
401 North Hershey Road
Bloomington, Illinois 61704
Re:HBT Financial, Inc.
Registration Statement on Form S-4
Filed on August 11, 2021
File No. 333-258701
Dear Mr. Drake:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Susan Block at 202-551-3210 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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October 8, 2019

Via EDGAR Submission

Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Attention:

Michael Clampitt

Christopher Dunham
   Michael Henderson
   Cara Lubit

Re:

HBT Financial, Inc.

Amendment No. 1 to Registration Statement   on Form S-1

Originally filed September 13, 2019

File Number 333-233747

Ladies and Gentlemen:

HBT Financial, Inc., a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-233747, as amended (the “Registration Statement”), to 4:00 p.m., Eastern time, on Thursday, October 10, 2019 or as soon thereafter as practicable.

Please contact Elisabeth M. Martin of Kirkland & Ellis LLP, special counsel to the Company, at (312) 862-3055, as soon as the Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.

*              *              *              *

Sincerely,

HBT   FINANCIAL, INC.

By:

/s/ Fred L. Drake

Name:

Fred L. Drake

Title:

Chairman and Chief   Executive Officer

[Signature Page to Acceleration Request]

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Keefe, Bruyette & Woods, Inc.
 787 Seventh Avenue
 5th Floor
 New York, New York 10019

J.P. Morgan Securities LLC
 383 Madison Avenue
 New York, New York 10179

October 8, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

HBT Financial, Inc.

Registration Statement on Form S-1 (File   No. 333-233747)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of HBT Financial, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on October 10, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 1,516 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from October 1, 2019 through the date hereof, to prospective underwriters, institutions, dealers and others.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

Acting severally   on behalf of themselves and the several   underwriters

KEEFE,   BRUYETTE & WOODS, INC.

By:

/s/ Allen G.   Laufenberg

Name:

Allen G.   Laufenberg

Title:

Managing Director

J.P. MORGAN   SECURITIES LLC

By:

/s/ Michael Rhodes

Name:

Michael Rhodes

Title:

Vice President

[Signature Page to Underwriters’ Acceleration Request]

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Elisabeth   M. Martin

To   Call Writer Directly:

(312)   862-3055

elisabeth.martin@kirkland.com

300   North LaSalle

Chicago, Illinois   60654

(312)   862-2000

www.kirkland.com

Facsimile:
   (312) 862-2200

September 13, 2019

Via EDGAR Submission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:           Michael Clampitt
 Christopher Dunham
 Michael Henderson
 Cara Lubit

Re:               HBT Financial, Inc. (f/k/a Heartland Bancorp, Inc.)
  Amendment No. 1 to Draft Registration Statement on Form S-1
 Confidentially Submitted on August 15, 2019
  CIK No. 0000775215

Ladies and Gentlemen:

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S-T thereunder, HBT Financial Inc. (f/k/a Heartland Bancorp, Inc.), a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 (the “Registration Statement”).  On behalf of the Company, we are writing to respond to comments provided orally by the Staff of the SEC (the “Staff”) on August 23, 2019 and August 28, 2019, regarding Amendment No. 1 to the Confidential Draft Registration Statement on Form S-1 submitted to the SEC on August 15, 2019 (the “Confidential Amendment No. 1”).  For your convenience, electronic copies of the Registration Statement will be emailed to the Staff, and those copies will be marked to show changes from the Confidential Amendment No. 1.

In response to the Staff’s oral comment received on August 23, 2019, the Company has revised the fourth sentence under “Company Overview” on pages 1 and 113 and the fourth sentence under “Overview” on page 64 of the Prospectus to clarify that its core markets are in Central Illinois as follows: “We currently operate 61 full-service and three limited-service branch locations, and have a leading deposit share, which we define as a top three deposit share rank, in

Beijing    Boston    Dallas    Hong Kong    Houston    London    Los Angeles    Munich    New York    Palo Alto    Paris    San Francisco    Shanghai     Washington, D.C.

the majority of our core markets in Central Illinois that we attribute to our long track record of providing relationship-based and personalized service to our customers and communities.”

Pursuant to the conversation with members of the Staff on August 28, 2019, the Company has added (i) pro forma tax and EPS data to the face of the historical statements of income for the latest fiscal year and interim period to give effect to the Company’s planned conversion to a Sub-Chapter C Corporation in accordance with Section 3410.1 of the Division of Corporation Finance Financial Reporting Manual (the “Financial Reporting Manual”) and the dilutive impact to EPS of the Company’s planned distribution to stockholders, to the extent such distribution is deemed to be payable from the offering proceeds in accordance with Section 3420.2 of the Financial Reporting Manual, and (ii) a pro forma balance sheet as of June 30, 2019 which gives effect to the accrual for the planned distribution (without giving effect to the offering proceeds), in accordance with Section 3420.1 of the Financial Reporting Manual.

In addition, in response to Comment #1 in the letter from the Staff to the Company, dated July 29, 2019, regarding the initial Confidential Draft Registration Statement on Form S-1 submitted to the SEC on July 2, 2019, the Company is supplementally providing the Staff, under separate cover, copies of written communications, as defined in Rule 405 under the Securities Act of 1933, as amended, that have been presented to date by the Company, or individuals authorized to act on the Company’s behalf, to potential investors in reliance on Section 5(d) of the Securities Act.

In addition to responding to the foregoing comments, the Company has revised the Prospectus to revise all per-share information to reflect the twenty-for-one stock split effected on September 13, 2019, and to update certain other disclosures.

*   *   *   *

We hope that the foregoing has been responsive to the Staff’s comments.  Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (312) 862-3055 or James S. Rowe at (312) 862-2191.

Sincerely,

/s/   Elisabeth M. Martin

Elisabeth   M. Martin

cc:

J. Lance   Carter

HBT   Financial, Inc. (f/k/a Heartland Bancorp, Inc.)

2

July 29, 2019
J. Lance Carter
Executive Vice President and Chief Operating Officer
Heartland Bancorp, Inc.
401 North Hershey Road
Bloomington, IL 61704
Re:Heartland Bancorp, Inc.
Draft Registration Statement on Form S-1
Submitted July 2, 2019
CIK No. 0000775215
Dear Mr. Carter:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted on July 2, 2019
General
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Basis of Presentation, page ii
2.We note your disclosure here and on page 15 that you intend to conduct a stock split prior
to the completion of this offering but that this is not reflected in all of your per-share
information in this prospectus.  Please confirm that you will revise your prospectus to

 FirstName LastNameJ. Lance Carter
 Comapany NameHeartland Bancorp, Inc.
 July 29, 2019 Page 2
 FirstName LastNameJ. Lance Carter
Heartland Bancorp, Inc.
July 29, 2019
Page 2
disclose all per-share information to reflect your proposed stock split in a pre-effective
amendment, or explain why you do not believe this is material information for investors in
this offering.  We may have additional comments after reviewing your response.
Prospectus Summary
Company Overview, page 1
3.Please revise to clarify, if true, that you have a "leading deposit share" in Central Illinois
and/or specific MSAs or Micropolitan Statistical Areas therin (e.g. Bloomington-Normal,
Ottawa-Peru, etc.).  In this regard we note you do not appear to have a leading deposit
share in Northeastern Illinois or the Chicago MSA based on your disclosure of branch
locations on page 4 and deposit market share by county on page 7.
4.Please revise to specify the time period over which you have acquired "more than a dozen
community bank acquisitions."
Our Market Area, page 3
5.We note your disclosure that the Chicago MSA contributes 34% of your deposits and 44%
of your loan portfolio.  Please tell us your next largest market(s) by these metrics and, if
material, disclose this information and outline the economies of the "mid-sized markets"
in which you operate.
Summary Historical Consolidated Financial and Other Data
GAAP reconciliation and management explanation of non-GAAP financial measures
Net interest income excluding accretable yield and net interest margin excluding accretable
yield, page 19
6.We note that you disclose, here and elsewhere in the filing, multiple non-GAAP metrics
that exclude accretable yield, such as net interest margin excluding accretable yield, net
interest income excluding accretable yield, yield on loans excluding accretable yield, loan
interest income excluding accretable yield, and yield on loans excluding accretable yield.
The exclusion of accretion income represents a tailored accounting principle prohibited by
Regulation G, as it appears to exclude the effects of purchase accounting rather than
presenting true organic growth.  Please revise your filing to remove these items.  Refer to
Question 100.04 of the Compliance and Disclosure Interpretations for guidance.
Core net income, core return on average assets and core return on average stockholders' equity ,
page 23
7.We note that your core net income is adjusted for gains or losses on sales of securities and
bank premises and equipment, which you consider non-recurring.  However, we note that
these items appear to have occurred as adjustments in multiple periods.  Please tell us how
you concluded that these adjustments are consistent with guidance in Item 10(e) of
Regulation S-K and see Question 102.03 of the Compliance and Disclosure

 FirstName LastNameJ. Lance Carter
 Comapany NameHeartland Bancorp, Inc.
 July 29, 2019 Page 3
 FirstName LastName
J. Lance Carter
Heartland Bancorp, Inc.
July 29, 2019
Page 3
Interpretations on Non-GAAP Financial Measures (April 4, 2018).  In addition, revise
your disclosures to provide enough detail for readers to understand why you consider
these adjustments to be non-recurring.
Comprehensive Credit-Related Coverage, page 26
8.We note that you present “total allowance for loan losses and credit loss related loan
discounts,” which appears to include credit-related loan discounts resulting from business
combination accounting.  We also note that you calculate “comprehensive credit-related
coverage” based upon this total allowance.  The addition of acquisition accounting
adjustments (credit-related loan discounts) to the allowance for loan losses to derive a
total allowance represents a tailored accounting principle prohibited under Regulation G.
In addition, this adjustment implies that the acquisition accounting-related adjustment is
available to the entire loan population (i.e., acquired and originated loans), but it is only
available for the acquired loans.  Please revise future filings to remove these measures.
Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations.
Use of Proceeds, page 60
9.We note that you may use proceeds from this offering for opportunistic or selective
acquisitions, as well as disclosure on page 125 that pursuing strategic acquisitions in
Illinois is part of your business strategy.  Please revise to disclose, if true, that you have no
current plans, understandings, or agreements to make any material acquisitions.
Alternatively, revise your prospectus to disclose the material terms of such plans.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Overview of Recent Financial Results
Comparison of Year Ended December 31, 2018 to Year Ended December 31, 2017, page 72
10.Please revise your disclosures to discuss the nature of the employee benefits policy change
that resulted in the $1.3 million expense in the year ended December 31, 2017.
Critical Accounting Policies and Estimates , page 111
11.Please add disclosure in your Critical Accounting Policies similar to what you note on
page 54 stating that, as a result of your election to use the extended transition under the
JOBS Act, your financial statements may not be comparable to companies that comply
with public company effective dates.

 FirstName LastNameJ. Lance Carter
 Comapany NameHeartland Bancorp, Inc.
 July 29, 2019 Page 4
 FirstName LastName
J. Lance Carter
Heartland Bancorp, Inc.
July 29, 2019
Page 4
Index to Consolidated Financial Statements
Unaudited Consolidated Financial Statements as of March 31, 2019 and for the Three Months
ended March 31, 2019 and 2018
Consolidated Statements of Income for the Three Months ended March 31, 2019 and 2018, page
F-3
12.Revise your historical financial statements to include a separate column for pro forma tax
and related EPS data.  Refer to section 3410.1 of the Division of Corporation Finance
Financial Reporting Manual.
Exhibit Index, page II-4
13.We note your disclosure on page 150 that you have entered into employment agreements
with each of your Named Executive Officers.  Please revise to include these employment
agreements in your Exhibit Index.  Refer to Item 601(b)(10)(iii)(A) of Regulation S-K for
guidance.
            You may contact Michael Henderson, Staff Accountant, at (202) 551-3364 or Cara Lubit,
Staff Accountant, at (202) 551-5909 if you have questions regarding comments on the financial
statements and related matters.  Please contact Christopher Dunham, Staff Attorney, at (202)
551-3783 or Michael Clampitt, Senior Counsel, at (202) 551-3434 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Elisabeth M. Martin