Hawthorn Bancshares, Inc. (NASDAQ: HWBK) announced the completion of its merger with FSC Bancshares, Inc. (FBI) on September 3, 2026. The transaction, originally agreed upon on April 29, 2026, was executed through a two-step process involving the merger of FBI into Hawthorn and the subsequent merger of FBI’s banking subsidiary, Farmers State Bank, into Hawthorn Bank.
Under the terms of the Reorganization Agreement, each share of FBI common stock was converted into a combination of cash and Hawthorn stock. Specifically, holders received $73.7099 in cash and 2.1823 shares of Hawthorn common stock. The total consideration included 413,101 shares of Hawthorn stock and approximately $13.95 million in cash. The issuance of shares was registered with the SEC under Form S-4 (File No. 333-297082).
Following the merger, Hawthorn Bank now operates twenty-seven banking locations across northern, central, western, and mid-Missouri, as well as one location in Kansas. The combined company reports total assets of approximately $2.2 billion. Integration of Farmers State Bank is expected to be completed during the first quarter of 2027, with customer conversion scheduled to occur at that time.
Raymond James & Associates served as the financial advisor to Hawthorn Bancshares, while Hunton Andrews Kurth LLP provided legal counsel. For FSC Bancshares, Northland Capital Markets acted as the financial advisor and Stinson LLP as legal counsel. Olsen Palmer LLC rendered a fairness opinion to FSC.
