Filing Analysis
Hawthorn Bancshares, Inc. announced its financial results for the first and second quarters of 2026 and declared a quarterly cash dividend.
📋 Key Facts
- Announced financial results for the three and six months ended June 30, 2026 (Item 2.02).
- Board of Directors approved a quarterly cash dividend of $0.21 per common share (Item 8.01).
- Dividend record date is September 15, 2026.
- Dividend payment date is October 1, 2026.
Hawthorn Bancshares, Inc. (HBI) announced that it and its subsidiary have received all necessary regulatory approvals for the acquisition of FSC Bancshares, Inc. (FBI). The transaction is now pending only shareholder approval from FBI and is expected to close in Q3 2026.
🚩 Red Flags
- Transaction remains subject to shareholder approval (execution risk).
📋 Key Facts
- Acquisition target: FSC Bancshares, Inc. (FBI)
- Regulatory status: All required regulatory approvals and non-objections have been received as of July 10, 2026.
- Remaining conditions: Approval by FBI shareholders and satisfaction/waiver of other customary closing conditions.
- Expected timeline: Completion expected in the third quarter of 2026.
- Original agreement date: April 29, 2026.
Hawthorn Bancshares reported the results of its 2026 Annual Meeting of Shareholders held on June 2, 2026, and the adoption of a new restricted stock unit (RSU) agreement for non-employee directors.
📋 Key Facts
- Annual Meeting held on June 2, 2026, with 74.27% of outstanding shares represented (5,116,853 shares).
- Four Class I director nominees were elected to three-year terms expiring in 2029.
- Forvis Mazars, LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026.
- Executive compensation and a 1-year voting frequency for compensation were approved via non-binding advisory votes.
- The Board approved a Director RSU Agreement for annual equity awards to non-employee directors, vesting after one year of continuous service.
Hawthorn Bancshares filed an 8-K/A to correct preliminary financial results previously released on April 29, 2026. The company must reverse a previously recognized gain from a property sale-leaseback due to contractual language indicating continuing involvement.
🚩 Red Flags
- Correction of previously furnished financial results (8-K/A) indicates a failure in initial preliminary reporting accuracy.
- Reclassification of $1.9 million in cash proceeds from 'gain' to 'financing obligation' (debt).
📋 Key Facts
- The company is reversing a recognized gain of $1.2 million from a property sale in March 2026.
- The $1.9 million in proceeds from the transaction will now be classified as a financing obligation rather than a gain.
- The adjustment results in a decrease to net income of $1.1 million for the quarter ended March 31, 2026.
- Earnings per share (EPS) for the quarter decreased by $0.15 as a result of this adjustment.
- The correction was identified during normal quarter-end close procedures prior to the filing of the Form 10-Q.
Hawthorn Bancshares (HBI) has entered into a definitive agreement to acquire FSC Bancshares (FBI) for approximately $28.3 million in a cash-and-stock transaction. The merger will result in FBI's subsidiary, Farmers State Bank, being integrated into Hawthorn Bank, with a projected closing in the third quarter of 2026.
🚩 Red Flags
- Potential purchase price reduction if FBI fails to maintain $19 million in shareholders' common equity (less intangibles and merger costs).
- Execution risk associated with the multi-step merger process involving both the holding companies and the subsidiary banks.
📋 Key Facts
- Total consideration is valued at approximately $28.3 million based on HBI's closing price of $34.57 on April 28, 2026.
- The deal consists of $14,000,000 in cash and 413,101 shares of HBI common stock.
- The cash consideration is subject to reduction if FBI's adjusted common equity is less than $19,000,000 at closing.
- A termination fee of $1,120,000 is payable by FBI under specific circumstances.
- Directors and executive officers of FBI, holding 37.9% of shares, have signed voting agreements in favor of the merger.
- Non-employee directors of FBI signed support agreements including a two-year non-disparagement and restrictive covenant period.
Hawthorn Bancshares, Inc. expanded its board of directors and appointed Grant T. Burcham as a Class III director for both the Company and Hawthorn Bank. The appointment is effective April 29, 2026, with a term expiring at the 2028 annual meeting of shareholders.
📋 Key Facts
- The Board of Directors increased its size by one member on April 29, 2026.
- Grant T. Burcham was appointed to fill the newly created vacancy on the boards of both Hawthorn Bancshares, Inc. and Hawthorn Bank.
- Mr. Burcham will serve as a Class III director with a term expiring in 2028.
- The company stated there are no reportable related-party transactions involving Mr. Burcham under Item 404(a).
- Mr. Burcham will receive standard non-employee director compensation as outlined in the April 17, 2026, proxy statement.
Hawthorn Bancshares, Inc. announced its financial results for the first quarter ended March 31, 2026, and declared a quarterly cash dividend of $0.21 per common share.
📋 Key Facts
- Financial results for the three months ended March 31, 2026, were released on April 29, 2026.
- The Board of Directors approved a quarterly cash dividend of $0.21 per common share.
- The dividend is payable on July 1, 2026, to shareholders of record as of June 15, 2026.
- The filing includes Item 2.02 (Results of Operations and Financial Condition) and Item 8.01 (Other Events).
Hawthorn Bancshares, Inc. announced its fourth quarter and full-year 2025 financial results and declared a quarterly cash dividend of $0.21 per share.
📋 Key Facts
- Announced Q4 and FY 2025 financial results on January 28, 2026.
- Board approved a quarterly cash dividend of $0.21 per common share.
- Dividend represents a 5% increase ($0.01) from the previous quarter.
- Record date for dividend is March 15, 2026; payable on April 1, 2026.
Hawthorn Bancshares, Inc. announced its quarterly financial results for the three and nine months ended September 30, 2025, and declared a quarterly cash dividend of $0.20 per common share.
📋 Key Facts
- Financial results for the three and nine months ended September 30, 2025 were released on October 29, 2025.
- Board of Directors approved a quarterly cash dividend of $0.20 per common share.
- Dividend is payable on January 1, 2026.
- Record date for the dividend is December 15, 2025.
Hawthorn Bancshares, Inc. announced its quarterly financial results for the periods ended June 30, 2025, and declared a quarterly cash dividend of $0.20 per common share.
📋 Key Facts
- Financial results for the three and six months ended June 30, 2025, were released on July 30, 2025.
- Board of Directors approved a quarterly cash dividend of $0.20 per common share.
- Dividend record date: September 15, 2025.
- Dividend payment date: October 1, 2025.
Hawthorn Bancshares, Inc. reported the results of its 2025 Annual Meeting of Shareholders and announced a new common stock repurchase program approved by the Board of Directors.
📋 Key Facts
- Annual Meeting held on June 3, 2025, with 64.05% of outstanding shares represented (4,471,977 shares).
- Four Class III director nominees (Gregg A. Bexten, Shawna M. Hettinger, Kevin L. Riley, and David T. Turner) were elected to three-year terms.
- Shareholders ratified Forvis Mazars, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Shareholders approved executive compensation via a non-binding advisory vote.
- The Board of Directors approved a new Common Stock Repurchase Program on June 5, 2025.
Hawthorn Bancshares, Inc. announced its quarterly financial results for the period ending March 31, 2025, and declared a quarterly cash dividend.
📋 Key Facts
- Announced financial results for the three months ended March 31, 2025 (Item 2.02).
- Board of Directors approved a quarterly cash dividend of $0.20 per common share (Item 8.01).
- Dividend record date: June 15, 2025.
- Dividend payment date: July 1, 2025.
Hawthorn Bancshares, Inc. announced its financial results for the fourth quarter and full year ended December 31, 2024. Additionally, the Board of Directors approved a quarterly cash dividend of $0.19 per common share.
📋 Key Facts
- Announced Q4 and FY 2024 financial results on January 22, 2025.
- Board approved a quarterly cash dividend of $0.19 per common share.
- Dividend record date: March 15, 2025.
- Dividend payment date: April 1, 2025.
Hawthorn Bancshares, Inc. filed an 8-K to announce its quarterly financial results for the periods ended September 30, 2024, and declared a quarterly cash dividend of $0.19 per common share.
📋 Key Facts
- Announced financial results for the three and nine months ended September 30, 2024 (Item 2.02).
- Board of Directors approved a quarterly cash dividend of $0.19 per common share (Item 8.01).
- Dividend record date: December 15, 2024.
- Dividend payment date: January 1, 2025.
Hawthorn Bancshares, Inc. announced the election of Bob Regnier to serve as a non-voting advisory director for both the Company and Hawthorn Bank, effective September 3, 2024.
📋 Key Facts
- Bob Regnier elected as a non-voting advisory director, effective September 3, 2024.
- The role is an advisory position; he will not serve on any committees of the Company's board of directors.
- Compensation for this role follows standard arrangements for non-employee directors as disclosed in the company's proxy statement filed April 19, 2024.
Hawthorn Bancshares, Inc. filed an 8-K to announce its quarterly financial results for the periods ending June 30, 2024, and declared a quarterly cash dividend.
📋 Key Facts
- Announced financial results for the three and six months ended June 30, 2024 (Item 2.02).
- Board of Directors approved a quarterly cash dividend of $0.19 per common share (Item 8.01).
- Dividend is payable on October 1, 2024.
- Record date for the dividend is September 15, 2024.
Hawthorn Bancshares, Inc. reported the results of its 2024 Annual Meeting of shareholders held on June 4, 2024. The meeting included elections for Class II directors, ratification of the independent auditor, and a non-binding advisory vote on executive compensation.
📋 Key Facts
- Annual Meeting held on June 4, 2024.
- Four Class II directors elected: Frank E. Burkhead, Brent M. Giles, Jonathan L. States, and Gus S. Wetzel, III.
- FORVIS, LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Shareholders approved executive compensation via a non-binding advisory vote.
Hawthorn Bancshares, Inc. announced its quarterly financial results for the period ending March 31, 2024 and declared a quarterly cash dividend.
📋 Key Facts
- Announced Q1 2024 financial results (three months ended March 31, 2024) via press release on April 24, 2024.
- Board of Directors approved a quarterly cash dividend of $0.19 per common share.
- Dividend is payable on July 1, 2024, to shareholders of record as of the close of business on June 15, 2024.
Hawthorn Bancshares, Inc. filed an 8-K to report its full-year 2023 financial results and announce a quarterly cash dividend.
📋 Key Facts
- Announced financial results for the fiscal year ended December 31, 2023 (Item 2.02).
- Board of Directors approved a quarterly cash dividend of $0.17 per common share (Item 8.01).
- Dividend is payable on April 1, 2024.
- Record date for the dividend is March 15, 2024.