Hawthorn Bancshares Files S-4 for Acquisition of FSC Bancshares, Detailing Merger Terms and Shareholder Vote
HWBK sits 49% above its 52-week low of $27.07 on elevated volume (10× avg).
Summary
Hawthorn Bancshares filed an S-4 detailing the terms of its acquisition of FSC Bancshares, including the cash and stock consideration and the shareholder vote required to finalize the merger.
Key Events · M&A and Partnerships · HWBK
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Merger Details
Hawthorn Bancshares (HBI) is acquiring FSC Bancshares (FBI) for $14 million in cash and 413,101 shares of HBI common stock. The total deal value was approximately $28.3 million when announced on April 28, 2026, but is now worth approximately $30.6 million based on HBI's current stock price of $40.23.
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Shareholder Dilution
The issuance of 413,101 new HBI shares represents approximately 5.99% dilution for existing HBI shareholders.
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Shareholder Vote Required
FBI shareholders will vote on the merger, which requires approval from at least two-thirds of outstanding shares. FBI's board unanimously recommends approval.
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Regulatory Approvals and Timeline
The merger is subject to approvals from the Federal Reserve, FDIC, and Missouri Division of Finance, with an expected closing in Q3 2026.
Analysis · HWBK · Finance
This S-4 filing provides comprehensive details for the previously announced acquisition of FSC Bancshares, Inc. by Hawthorn Bancshares, Inc. It outlines the cash and stock consideration, the exchange ratio, and the pro forma financial impact. The filing is a critical step for the merger to proceed, requiring approval from FSC Bancshares' shareholders and various regulatory bodies. The acquisition is strategic for Hawthorn Bancshares, expanding its market presence and asset base, but will result in approximately 5.99% dilution for existing shareholders.
At the time of this filing, HWBK was trading at $40.23 on NASDAQ in the Finance sector, with a market capitalization of approximately $277.4M. The 52-week trading range was $27.07 to $40.23. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.