HAWTHORN BANCSHARES, INC. 8-K

What Happened
Hawthorn Bancshares, Inc. (HBI) announced that it entered into an Agreement and Plan of Reorganization on April 29, 2026 to acquire FSC Bancshares, Inc. (FBI). As of July 10, 2026, HBI and its subsidiary Hawthorn Bank have received all required regulatory approvals and non‑objections needed to complete the transaction. The deal still requires approval by FBI’s shareholders and satisfaction (or waiver) of customary closing conditions; the parties expect to close the transaction in the third quarter of 2026.

Key Details

• Reorganization Agreement signed: April 29, 2026 (HBI, Hawthorn Holdco/Merger Sub, and FSC Bancshares).
• Regulatory milestone reached: All required approvals/non‑objections obtained as of July 10, 2026.
• Closing timing: Transaction expected to be completed in Q3 2026, subject to FBI shareholder approval and closing conditions.
• Transaction filings: HBI filed a Registration Statement on Form S-4 that includes the proxy statement/prospectus for the shareholder vote and issuance of HBI common stock in the deal.

Why It Matters
Regulatory approval is a major milestone that reduces a key hurdle for the acquisition; however, the deal is not final until FSC Bancshares’ shareholders vote to approve it and other customary conditions are met. Investors should watch for the proxy statement/prospectus (Form S-4) and any updates on the shareholder vote or closing timeline. The filing also contains standard forward‑looking risk disclosures—read the S-4 and related SEC filings before making investment or voting decisions.