Filing Analysis
Asset Acquisition
Filed Apr 29, 2026
MEDIUM
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.
Officer Departure
Filed Apr 29, 2026
LOW
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.
Regulation FD Disclosure
Filed Apr 29, 2026
LOW
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).
Disclaimer: This analysis is generated by AI and is for informational purposes only.
It does not constitute financial advice, investment recommendations, or an offer to buy or sell securities.
Always review the original SEC filings and consult a financial advisor before making investment decisions.