Hawthorn 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

• high

  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 →
• medium

  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 →
• medium

  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 →