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Get filing alertsHawthorn Bancshares to acquire FSC Bancshares for $28.3M in cash and stock deal
Filed April 29, 2026 · Period ending April 29, 2026 · ~1 min read
Key Changes
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Hawthorn signed definitive agreement to acquire FSC Bancshares for approximately $28.3 million—$14 million cash plus 413,101 Hawthorn shares. FSC's Farmers State Bank will merge into Hawthorn Bank. Deal expected to close Q3 2026 pending regulatory approval and shareholder vote.
Item 1.01: Merger Agreement verify on EDGAR → -
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FSC insiders holding 37.9% of shares agreed to vote for the deal and not sell before shareholder vote, significantly increasing approval likelihood. This voting lock-up reduces execution risk for Hawthorn.
Item 1.01: Voting Agreement verify on EDGAR → -
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Cash consideration can be reduced if FSC's tangible common equity falls below $19 million at closing (excluding intangibles and merger costs). This protects Hawthorn from balance sheet deterioration between signing and closing.
Item 1.01: Equity Adjustment verify on EDGAR → -
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FSC must pay $1.12 million breakup fee if deal terminates under certain conditions, discouraging competing offers and protecting Hawthorn's transaction costs.
Item 1.01: Termination Fee verify on EDGAR → -
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Hawthorn will file Form S-4 registration statement containing detailed merger terms, financials, and risk factors. Investors should review this filing when available for complete transaction analysis.
Item 9.01: S-4 Filing verify on EDGAR →
Summary
Hawthorn Bancshares announced a $28.3 million acquisition of FSC Bancshares, a Missouri community bank, through a mixed cash-and-stock deal. FSC shareholders will receive $14 million in cash plus 413,101 Hawthorn shares (valued at Hawthorn's April 28 closing price of $34.57). The transaction includes FSC's subsidiary Farmers State Bank merging into Hawthorn Bank, expanding Hawthorn's Missouri footprint.
With FSC insiders controlling 37.9% of shares already committed to vote yes, shareholder approval appears likely. Retail investors should note this is a small bolt-on acquisition representing modest dilution—the 413,101 new shares are a small percentage of Hawthorn's existing share count.
The deal includes downside protection: if FSC's tangible equity drops below $19 million before closing, the cash payment decreases proportionally. The Q3 2026 timeline depends on regulatory approvals, which are standard for bank mergers but can occasionally delay or derail deals. Watch for the Form S-4 filing in coming weeks, which will detail FSC's financials, integration plans, and expected cost synergies. Key questions: What loan portfolio is Hawthorn acquiring, and does FSC bring deposit growth or just geographic expansion? The $1.12 million breakup fee suggests Hawthorn views competing bids as unlikely.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 29, 2026, Hawthorn Bancshares, Inc., a Missouri corporation (“HBI”), entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”), by and among HBI, Hawthorn Holdco, Inc., a Missouri corporation and wholly-owned subsidiary of HBI (“Merger Sub”), and FSC Bancshares, Inc., a Missouri corporation (“FBI”), pursuant to which HBI will acquire FBI.
Hawthorn Bancshares signed a definitive agreement to acquire FSC Bancshares through a two-step merger structure. Following the merger, FSC's subsidiary Farmers State Bank will merge into Hawthorn Bank. The transaction is expected to close in the third quarter of 2026, subject to regulatory approvals and shareholder vote.
Added in current filing · verify on EDGAR →
each share of FBI common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be converted into the right to receive (i) the amount of cash equal to the quotient of $14,000,000, subject to adjustment in accordance with the Reorganization Agreement, divided by the aggregate number of shares of FBI common stock issued and outstanding as of the Effective Time, rounded to the nearest cent; (ii) a number (such number, the “Exchange Ratio”), subject to adjustment in accordance with the Reorganization Agreement, of shares of HBI common stock equal to the quotient of (A) 413,101 shares of HBI common stock divided by (B) the aggregate number of shares of FBI common stock issued and outstanding immediately prior to the Effective Time, rounded to the nearest ten thousandth (the “Per Share Stock Consideration”); and (iii) cash in lieu of any fractional shares.
FSC Bancshares shareholders will receive a mix of cash and Hawthorn stock. The cash component totals $14 million (subject to adjustment) and the stock component totals 413,101 Hawthorn shares, both divided among all outstanding FSC shares. Based on Hawthorn's April 28, 2026 closing price of $34.57, the total deal value is approximately $28.3 million.
Added in current filing · verify on EDGAR →
In connection with entering into the Reorganization Agreement, HBI entered into a voting agreement (the “Voting Agreement”) with the directors and executive officers of FBI, pursuant to which such persons have agreed, subject to the terms set forth therein, to vote their shares of FBI common stock in favor of the Reorganization Agreement and the transactions contemplated thereby, including the Merger, and to not sell or otherwise dispose of any of their shares of FBI common stock until after the meeting of FBI’s shareholders to vote on the Reorganization Agreement. The parties to the Voting Agreement beneficially own in the aggregate approximately 37.9% of the outstanding shares of FBI common stock.
FSC Bancshares' directors and executive officers, who collectively own approximately 37.9% of FSC's outstanding shares, have agreed to vote in favor of the merger and not sell their shares before the shareholder vote. This significantly increases the likelihood of shareholder approval.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Reorganization Agreement further provides that a termination fee of $1,120,000 will be payable by FBI in connection with the termination of the Reorganization Agreement under certain circumstances.
If the merger agreement is terminated under certain specified conditions, FSC Bancshares must pay Hawthorn a $1.12 million breakup fee. This protects Hawthorn's investment in the transaction and discourages FSC from accepting competing offers.
Event · Item 7.01 — Regulation FD Disclosure
HBI announced execution of a Reorganization Agreement via press release furnished under Regulation FD.
Added in current filing · verify on EDGAR →
On April 29, 2026, HBI issued a press release announcing the execution of the Reorganization Agreement.
The company disclosed that it has executed a Reorganization Agreement, announced through a press release on April 29, 2026. The 8-K does not provide details about the nature, parties, or terms of the reorganization, as the substantive information is contained in the attached press release exhibit. This type of agreement typically involves significant corporate restructuring, merger, acquisition, or similar transformative transaction.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
The company is furnishing this information under Regulation FD rather than filing it, which means the disclosure is not subject to the same legal liability standards as filed documents and will not be automatically incorporated into other SEC filings. This is a standard procedural disclosure method for press releases and similar public announcements.
Event · Item 9.01 — Financial Statements and Exhibits
Hawthorn Bancshares announced a definitive merger agreement to acquire FSC Bancshares, filing voting and director support agreements.
Added in current filing · verify on EDGAR →
Agreement and Plan of Reorganization, by and among Hawthorn Bancshares, Inc., Hawthorn HoldCo, Inc. and FSC Bancshares, Inc., dated as of April 29, 2026
Hawthorn Bancshares entered into a definitive merger agreement with FSC Bancshares on April 29, 2026. The transaction involves a reorganization structure using Hawthorn HoldCo, Inc. as an intermediary entity. This is a material corporate event that will require shareholder approval and regulatory clearance, and will result in the issuance of Hawthorn common stock to FSC shareholders.
Added in current filing · verify on EDGAR →
Form of Voting Agreement
The company filed voting agreements and director support agreements as part of the merger transaction. These agreements typically secure commitments from key shareholders and directors of the target company to vote in favor of the transaction, reducing execution risk and increasing the likelihood of deal completion.
Added in current filing · verify on EDGAR →
In connection with the proposed transaction involving HBI and FBI, HBI will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will include a proxy statement for a special meeting of FBI’s shareholders to approve the proposed transaction and that will also constitute a prospectus for the shares of HBI common stock that will be issued in the proposed transaction
Hawthorn will file a Form S-4 registration statement with the SEC that will serve as both a proxy statement for FSC shareholders and a prospectus for the Hawthorn shares to be issued. This filing will contain detailed financial information, merger terms, and risk factors that investors should review before the transaction closes.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify