Hawthorn Bancshares Completes Merger with FSC Bancshares

What Happened
Hawthorn Bancshares, Inc. (HBI) announced that, effective September 3, 2026, it completed the previously announced reorganization with FSC Bancshares, Inc. (FBI). The transaction consisted of a two-step merger (Merger Sub into FBI, then FBI into HBI) followed by a bank-level merger in which Farmers State Bank (a former FBI subsidiary) merged into Hawthorn Bank (HBI’s bank subsidiary), with Hawthorn Bank surviving. HBI issued stock and cash consideration to former FBI shareholders as provided in the April 29, 2026 Reorganization Agreement.

Key Details

• Effective date: September 3, 2026 (press release dated Sept. 4, 2026).
• Per-share consideration to FBI holders: $73.7099 in cash plus 2.1823 shares of HBI common stock (cash in lieu of fractional shares).
• Aggregate consideration delivered: 413,101 shares of HBI common stock and $13,953,000 in cash (plus cash for fractional shares).
• The HBI stock issuance was registered on Form S-4 (File No. 333-297082), declared effective by the SEC on July 21, 2026.
• HBI will file the required acquired-company financial statements and pro forma financial information by amendment to this Form 8-K within 71 days.

Why It Matters
This transaction legally combines FSC Bancshares and its bank into Hawthorn Bancshares and Hawthorn Bank, respectively. For investors, that means HBI has expanded through an acquisition that involved both cash and equity consideration (413,101 new HBI shares issued and ~$14.0 million in cash paid). The company will provide audited financials and pro forma results within the required filing window, which investors should review to understand the deal’s impact on HBI’s balance sheet, earnings, and share count.