The merger is a small bolt-on acquisition that expands HBI's northern Missouri footprint and is modestly accretive. Monitor regulatory approvals and the FBI shareholder vote (requiring two-thirds approval). If dissenting shareholders exceed 5% of FBI shares, HBI may terminate the deal. The stock price may have already priced in the deal; watch for execution risks near close.
Price Chart
Executive Summary
Hawthorn Bancshares (HWBK) filed an S-4 registration statement for its acquisition of FSC Bancshares (FBI) in a cash-and-stock deal valued at approximately $28.3 million. FBI shareholders will receive $14 million in cash and 413,101 HWBK shares. The transaction is expected to close in Q3 2026 and is projected to be modestly accretive to HWBK's earnings per share.
Key Facts
- HBI to acquire FBI for $14M cash plus 413,101 shares of HBI common stock (fixed exchange ratio).
- Total preliminary merger consideration estimated at $28.3M based on HBI closing price of $34.57 on April 28, 2026.
- Merger expected to close in Q3 2026, subject to regulatory approvals, FBI shareholder vote (2/3 approval), and other customary conditions.
- Pro forma combined basic EPS for Q1 2026: $0.88 vs HBI standalone $0.83; for FY2025: $3.52 vs $3.44.
- Olsen Palmer LLC issued fairness opinion to FBI board that merger consideration is fair from a financial point of view.
- FBI has $383.8M in assets, $342.3M in deposits, and $22.4M in equity as of March 31, 2026.
- HBI expects pre-tax merger costs of approximately $4.7 million and will record $7.6M in core deposit intangible and $16.1M in goodwill.
- FBI directors and executive officers representing ~37.9% of FBI shares have entered into voting agreements to support the merger.
- FBI may pay a special dividend of excess capital if adjusted tangible equity exceeds $19M threshold.
Financial Impact
Deal value of $28.3M, representing ~10.5% of HWBK's $270M market cap; pro forma EPS accretion of ~6% for Q1 2026 and ~2.3% for FY2025.
Risk Factors
- Failure to obtain regulatory approvals or imposition of burdensome conditions.
- FBI shareholder dissent exceeding 5% threshold, allowing HBI to terminate.
- Integration challenges or higher-than-expected merger costs.
- Decline in HBI stock price reduces value of stock consideration for FBI shareholders.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4 Filing (Primary) | 0001104659-26-078322 |
| Document: tm2618342d1_ex-filingfees.htm | 0001104659-26-078322 |
| Document: tm2618342d2_ex99-1.htm | 0001104659-26-078322 |
| Document: tm2618342d2_ex23-1.htm | 0001104659-26-078322 |
| Document: tm2618342d2_ex23-2.htm | 0001104659-26-078322 |
| Document: 0001104659-26-078322-index-headers.html | 0001104659-26-078322 |
| Document: 0001104659-26-078322-index.html | 0001104659-26-078322 |
| Document: 0001104659-26-078322.txt | 0001104659-26-078322 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 10, 2026 6w ago | 8-K | $39.86 | awaiting T+60 | — | $39.32 (−1.35%) |
Sep 4, 2026 7w ago | Press Release | $40.09 | awaiting T+60 | — | $39.32 (−1.92%) |
Sep 4, 2026 7w ago | 8-K | $40.09 | awaiting T+60 | — | $39.32 (−1.92%) |
Jul 29, 2026 12w ago | Press Release | $38.65 $39.29 | ▲ +1.66% | ▼ −0.81% | $39.32 (+1.73%) |
Jul 22, 2026 13w ago | EFFECT | $36.87 $38.12 | ▲ +3.39% | ▲ +0.13% | $39.32 (+6.64%) |
Jul 17, 2026 14w ago | S-4/A | $38.40 $37.96 | ▼ −1.15% | ▼ −5.99% | $39.32 (+2.40%) |
Jun 26, 2026 17w ago | S-4 | $38.67 $38.87 | ▲ +0.52% | ▼ −3.87% | $39.32 (+1.68%) |
Apr 29, 2026 25w ago | Press Release | $33.62 $38.39 | ▲ +14.19% | ▲ +11.08% | $39.32 (+16.95%) |
Apr 29, 2026 25w ago | Press Release | $33.62 $38.39 | ▲ +14.19% | ▲ +11.08% | $39.32 (+16.95%) |
Apr 17, 2026 27w ago | DEFA14A | $35.26 $38.50 | ▲ +9.19% | ▲ +3.05% | $39.32 (+11.51%) |
US Market Status
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