Hawthorn Bancshares S-4/A Sets September 1 Vote on FSC Bancshares Merger, Updates Financials
HWBK sits 39% above its 52-week low of $28.1.
Summary
Hawthorn Bancshares filed an amended S-4 for its acquisition of FSC Bancshares, scheduling the FBI shareholder vote for September 1, 2026, and confirming all regulatory approvals have been received.
Key Events · M&A and Partnerships · HWBK
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FBI Shareholder Vote Set for September 1
The special meeting of FSC Bancshares shareholders to approve the merger will be held on September 1, 2026, with a record date of July 16, 2026. As of the record date, 189,296 shares of FBI common stock were outstanding.
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All Regulatory Approvals Received
The filing confirms that all required regulatory approvals from the Federal Reserve, FDIC, and Missouri Division of Finance have been obtained, satisfying a key closing condition.
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Updated FBI Financials Included
The amendment includes FBI's unaudited financial statements for the three months ended March 31, 2026, showing net income of $892K, total assets of $383.8M, and total equity of $22.4M.
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Merger Consideration Details Unchanged
The merger consideration remains $14M in cash and 413,101 shares of HBI common stock, subject to adjustment based on FBI's tangible equity at closing. At HBI's current price of $39.14, the stock portion is valued at approximately $16.2M, bringing total deal value to roughly $30.2M.
Analysis · HWBK · Finance
This amended S-4 advances the acquisition of FSC Bancshares toward completion. It sets the FBI shareholder vote for September 1, 2026, and provides updated FBI financials showing $892K net income in Q1 2026. All regulatory approvals are now in hand, removing a key closing risk. The deal remains on track to close in Q3 2026, adding scale in northern Missouri.
At the time of this filing, HWBK was trading at $39.14 on NASDAQ in the Finance sector, with a market capitalization of approximately $269.9M. The 52-week trading range was $28.10 to $40.36. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.