Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when HWBK files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsHawthorn Bancshares completes FSC Bancshares merger, creating $2.2B Missouri bank
Filed September 4, 2026 · Period ending September 3, 2026 · ~1 min read
Key Changes
-
high
Completed acquisition of FSC Bancshares and Farmers State Bank via three-step merger effective September 3, 2026.
Item 2.01 verify on EDGAR → -
high
FBI shareholders received $73.7099 cash and 2.1823 Hawthorn shares per FBI share; total consideration 413,101 shares and $13.95M cash.
Item 2.01 verify on EDGAR → -
high
Combined company has approximately $2.2 billion in total assets.
Exhibit 99.1 view on EDGAR → -
medium
Customer conversion expected in Q1 2027; Farmers State Bank customers continue on existing systems until then.
Exhibit 99.1 view on EDGAR → -
medium
Hawthorn Bank now operates 27 Missouri locations plus one in Kansas.
Exhibit 99.1 view on EDGAR →
Summary
Hawthorn Bancshares completed its acquisition of FSC Bancshares and Farmers State Bank on September 3, 2026, through a three-step merger. FSC Bancshares shareholders received $73.7099 in cash and 2.1823 shares of Hawthorn common stock for each share held, totaling 413,101 shares and approximately $13.95 million in cash.
The combined company now has about $2.2 billion in assets and 28 banking locations across Missouri and Kansas. For retail investors, this is a straightforward consolidation that expands Hawthorn's footprint and scale. The merger consideration was registered on Form S-4, so the shares issued are freely tradable.
Customer conversion is planned for the first quarter of 2027, with Farmers State Bank customers continuing on their existing platforms until then. No red flags were identified in the filing.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Merger Sub merged with and into FBI, with FBI surviving as a wholly owned subsidiary of HBI (the “First Step Merger”). Immediately following the First Step Merger and as part of the same overall transaction, FBI merged with and into HBI, with HBI continuing as the surviving corporation (the “Second Step Merger,” and together with the First Step Merger, the “Merger”). Immediately following the Merger and as part of the same overall transaction, Farmers State Bank, a Missouri state bank and wholly owned subsidiary of FBI (“Farmers State Bank”), merged with and into Hawthorn Bank, a Missouri state bank and wholly owned subsidiary of HBI (“Hawthorn Bank”), with Hawthorn Bank surviving the merger (the “Bank Merger”).
The filing discloses that the previously announced reorganization was completed on September 3, 2026, through three sequential mergers: FSC Bancshares into a Hawthorn subsidiary, then into Hawthorn Bancshares itself, and finally Farmers State Bank into Hawthorn Bank. This consolidates the acquired entities under Hawthorn Bancshares.
Added in current filing · verify on EDGAR →
The issuance of shares of HBI common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-4 (File No. 333-297082) initially filed by HBI with the U.S. Securities and Exchange Commission (the “SEC”) on June 26, 2026 and declared effective by the SEC on July 21,2026.
The shares issued as merger consideration were registered with the SEC on Form S-4, which became effective on July 21, 2026. This confirms the shares are freely tradable under the Securities Act.
Event · Item 7.01 — Regulation FD Disclosure
Hawthorn Bancshares announced completion of a merger via press release furnished under Regulation FD.
Added in current filing · verify on EDGAR →
On September 4, 2026, HBI issued a press release announcing the completion of the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The company disclosed that a merger has been completed, with details provided in the attached press release. The 8-K itself does not include the press release text, so specific terms, parties, or financial details are not stated in this filing.
Event · Exhibit 99.1
Hawthorn Bancshares completed its merger with FSC Bancshares, creating a combined company with ~$2.2B in assets.
Added in current filing · view on EDGAR →
today announced the completion of the merger of FSC Bancshares, Inc. (“FSC”) with and into Hawthorn, with Hawthorn continuing as the surviving corporation, and the merger of FSC’s wholly-owned banking subsidiary, Farmers State Bank, Cameron, Missouri, with and into Hawthorn Bank, with Hawthorn Bank continuing as the surviving bank. The mergers became effective on September 3, 2026.
Hawthorn Bancshares completed its acquisition of FSC Bancshares and its subsidiary Farmers State Bank. Both mergers became effective September 3, 2026, with Hawthorn entities surviving.
Added in current filing · view on EDGAR →
The combined company now has total assets of approximately $2.2 billion.
The merger creates a combined company with approximately $2.2 billion in total assets, a material increase in scale for Hawthorn.
Added in current filing · view on EDGAR →
Hawthorn Bank, headquartered in Jefferson City, Missouri, now operates twenty-seven banking locations across northern, central, western, and mid-Missouri, with one location in Kansas.
The combined bank operates 27 locations across Missouri plus one in Kansas, reflecting the expanded footprint from the acquisition.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Sep 7, 2026 · How we verify