Hawthorn Bancshares to acquire FSC Bancshares for ~$28.3M in cash/stock

HAWTHORN BANCSHARES, INC.

Total consideration approx. $28.3M: 413,101 shares of HWBK stock ($34.57 close) plus $14M cash.
Expected 20% EPS accretion on fully phased-in basis; tangible book value dilution ~9.8%, earned back in ~3.0 years.
Combined pro forma assets of ~$2.2B; adds $384M in assets and 9 branches across northern Missouri.
FSC directors/executives owning ~37.9% of FSC shares have agreed to vote in favor; deal expected to close Q3 2026.
Transaction requires FSC shareholder approval, regulatory consents, and customary closing conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

HAWTHORN BANCSHARES, INC. entered into Reorganization Agreement with FSC Bancshares, Inc. valued at approximately $28.3 million (effective 2026-04-29).

Action: entry
Agreement: merger
Counterparty: FSC Bancshares, Inc.
Value: approximately $28.3 million
Effective: 2026-04-29

Exact text from the filing

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.

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HAWTHORN BANCSHARES, INC. filing history →

Source: SEC EDGAR

accession 0000893847-26-000058

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