Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, on October 30, 2025, Kirk Ross was appointed as Tri-County Financial Group, Inc.'s (the "Company") President and Chief Executive Officer following Timothy McConville's retirement from the Company and its wholly-owned subsidiary, First State Bank, an Illinois state-chartered bank (the "Bank"). Mr. Ross has served as the President and Chief Executive Officer of the Bank since 2024. Mr. Ross entered into that certain Amended and Restated Employment Agreement, dated as of December 29, 2025, by and between the Company, the Bank and Mr. Ross (the "Ross Employment Agreement"), setting forth his positions at the both the Company and the Bank. Effective January 1, 2026, the Ross Employment Agreement provides that Mr. Ross will serve as the President and Chief Executive Officer of the Company and the Bank for an initial term of two years, with an automatic extension for an additional one-day period for each day that passes during the term, so that the term will always be two years. The Ross Employment Agreement also provides for an annual base salary, subject to annual review and increase in accordance with the Company's established management compensation policies and practices, and eligibility to receive a discretionary annual performance bonus. Under the Ross Employment Agreement, Mr. Ross is eligible to participate in benefit plans generally available to similarly situated employees. In the event Mr. Ross' employment is terminated without cause or for good reason, excluding a termination due to death or disability, and subject to Mr. Ross' execution of an effective release of claims, he will be entitled to a lump sum payment equal to 200% of his base salary. The Ross Employment Agreement includes a 280G cutback.

Additionally, Lana Eddy, the Bank's Chief Financial Officer and Cashier, entered into that certain Amended and Restated Employment Agreement, dated as of December 29, 2025, by and between the Bank and Ms. Eddy (the "Eddy Employment Agreement"). Effective January 1, 2026, the Eddy Employment Agreement provides that Ms. Eddy will continue to serve as the Chief Financial Officer and Cashier of the Bank for an initial term of two years, with an automatic extension for an additional one-day period for each day that passes during the term, so that the term will always be two years. The Eddy Employment Agreement also provides for an annual base salary, subject to annual review and increase in accordance with the Bank's established management compensation policies and practices, and eligibility to receive a discretionary annual performance bonus. Under the Eddy Employment Agreement, Ms. Eddy is eligible to participate in benefit plans generally available to similarly situated employees. In the event Ms. Eddy's employment is terminated without cause or for good reason, excluding a termination due to death or disability, and subject to Ms. Eddy's execution of an effective release of claims, she will be entitled to a lump sum payment equal to 100% of her base salary. The Eddy Employment Agreement includes a 280G cutback.

The foregoing description of the Ross Employment Agreement and the Eddy Employment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of each such agreement, filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.