The merger is on track with all regulatory approvals secured. The key remaining catalyst is the FBI shareholder vote on September 1, 2026. Given the 37.97% committed vote, approval is highly likely. Monitor for any dissenting shareholder activity exceeding 5% threshold, which could allow HBI to terminate. Post-close, focus on integration execution and cost synergy realization.
Price Chart
Executive Summary
Hawthorn Bancshares, Inc. (HWBK) filed Amendment No. 1 to its S-4 registration statement for the acquisition of FSC Bancshares, Inc. (FBI) in a stock-and-cash merger valued at approximately $28.3 million based on HBI's April 28, 2026 closing price. FBI shareholders will receive $14 million in cash and 413,101 shares of HBI common stock (representing ~5.6% of the combined company). All required regulatory approvals have been received; the deal is expected to close in Q3 2026 pending FBI shareholder approval at a special meeting on September 1, 2026. The pro forma financials show the transaction is modestly accretive to HBI's EPS.
Key Facts
- Total merger consideration: $14,000,000 cash + 413,101 shares of HBI common stock (aggregate value ~$28.3 million based on $34.57 HBI closing price on April 28, 2026)
- FBI shareholders will receive ~$149.18 per share in combined value (based on April 28, 2026 prices), consisting of ~$75.33 in stock and ~$73.85 in cash
- All regulatory approvals from the Federal Reserve, FDIC, and Missouri Division of Finance have been received
- FBI special shareholder meeting scheduled for September 1, 2026; two-thirds vote required; directors and officers holding 37.97% have agreed to vote in favor
- Pro forma basic EPS for Q1 2026: $0.88 (HBI standalone: $0.83); for FY 2025: $3.52 (HBI standalone: $3.44)
- Estimated merger costs of $3.8 million (net of $0.8 million taxes) are excluded from pro forma financials
- Core deposit intangible of $7.6 million and goodwill of $16.1 million recorded in purchase accounting
- Merger expected to qualify as tax-free reorganization under Section 368(a) of the Internal Revenue Code
Financial Impact
Total consideration ~$28.3 million; pro forma total assets $2.23 billion; estimated merger costs $3.8 million net of taxes; EPS accretion of ~$0.05 per share on Q1 2026 basis
Risk Factors
- FBI shareholder approval requires two-thirds vote; though 37.97% is committed, failure would terminate the deal
- Dissenters rights exercised by >5% of FBI shareholders could allow HBI to terminate the merger agreement
- Integration risks including potential customer attrition, employee retention challenges, and system conversion costs
- Market price of HBI common stock may fluctuate, affecting the value of stock consideration for FBI shareholders
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 11 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4/A Filing (Primary) | 0001104659-26-084682 |
| Document: tm2618342d5_ex8-1.htm | 0001104659-26-084682 |
| Document: tm2618342d5_ex99-2.htm | 0001104659-26-084682 |
| Document: tm2618342d5_ex5-1.htm | 0001104659-26-084682 |
| Document: tm2618342d5_ex8-2.htm | 0001104659-26-084682 |
| Document: tm2618342d5_ex99-1.htm | 0001104659-26-084682 |
| Document: tm2618342d5_ex23-1.htm | 0001104659-26-084682 |
| Document: tm2618342d5_ex23-2.htm | 0001104659-26-084682 |
| Document: 0001104659-26-084682-index-headers.html | 0001104659-26-084682 |
| Document: 0001104659-26-084682-index.html | 0001104659-26-084682 |
| Document: 0001104659-26-084682.txt | 0001104659-26-084682 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 10, 2026 6w ago | 8-K | $39.86 | awaiting T+60 | — | $39.47 (−0.97%) |
Sep 4, 2026 7w ago | Press Release | $40.09 | awaiting T+60 | — | $39.47 (−1.53%) |
Sep 4, 2026 7w ago | 8-K | $40.09 | awaiting T+60 | — | $39.47 (−1.53%) |
Jul 29, 2026 12w ago | Press Release | $38.65 $39.29 | ▲ +1.66% | ▼ −0.81% | $39.47 (+2.13%) |
Jul 22, 2026 13w ago | EFFECT | $36.87 $38.12 | ▲ +3.39% | ▲ +0.13% | $39.47 (+7.07%) |
Jul 17, 2026 14w ago | S-4/A | $38.40 $37.96 | ▼ −1.15% | ▼ −5.99% | $39.47 (+2.80%) |
Jun 26, 2026 17w ago | S-4 | $38.67 $38.87 | ▲ +0.52% | ▼ −3.87% | $39.47 (+2.08%) |
Apr 29, 2026 25w ago | Press Release | $33.62 $38.39 | ▲ +14.19% | ▲ +11.08% | $39.47 (+17.42%) |
Apr 29, 2026 25w ago | Press Release | $33.62 $38.39 | ▲ +14.19% | ▲ +11.08% | $39.47 (+17.42%) |
Apr 17, 2026 27w ago | DEFA14A | $35.26 $38.50 | ▲ +9.19% | ▲ +3.05% | $39.47 (+11.95%) |
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