Hawthorn Bancshares, Inc. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers the period ending September 3, 2026. The filing documents the completion of a previously announced reorganization and merger transaction between Hawthorn Bancshares, Inc. ("HBI") and FSC Bancshares, Inc. ("FBI").
Key Financial Metrics and Transaction Details
The filing details the consideration paid to acquire FBI rather than reporting standard operating metrics for a specific fiscal period. Key transaction values include:
- Exchange Ratio: Each share of FBI common stock was converted into $73.7099 in cash and 2.1823 shares of HBI common stock.
- Total Cash Consideration: Approximately $13,953,000 paid to FBI shareholders.
- Total Stock Consideration: 413,101 shares of HBI common stock issued.
- Additional Payments: Cash in lieu of fractional shares was also distributed.
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the combined entity or the acquired subsidiary within this document.
Material Changes
The primary material change is the structural consolidation of the two entities:
- First Step Merger: Hawthorn Holdco, Inc. merged with and into FBI, with FBI surviving as a wholly-owned subsidiary of HBI.
- Second Step Merger: FBI merged with and into HBI, with HBI continuing as the surviving corporation.
- Bank Merger: Farmers State Bank (subsidiary of FBI) merged with and into Hawthorn Bank (subsidiary of HBI), with Hawthorn Bank surviving.
Guidance, Outlook, and Risks
Management Commentary: The transaction was executed pursuant to the Reorganization Agreement dated April 29, 2026. A press release announcing the completion was issued on September 4, 2026.
Financial Statements and Pro Forma Data: The filing explicitly states that financial statements of the acquired business and pro forma financial information are not included in this report. These documents will be filed by amendment no later than 71 days after the filing date.
Risks and Contingencies: The description of the transaction is qualified by the full text of the Reorganization Agreement. No specific new risks or contingencies are detailed in this summary text beyond the standard merger integration process.
Investor Verification Checklist
- Verify the final number of shares issued (413,101) and the exact cash payout ($13,953,000) against the definitive merger agreement.
- Monitor the upcoming amendment to this 8-K (due within 71 days) for the required pro forma financial information and audited financial statements of Farmers State Bank.
- Review the press release (Exhibit 99.1) for management's specific commentary on the strategic rationale and immediate impact on the combined balance sheet.
- Confirm the trading status of the newly issued HBI shares on The Nasdaq Stock Market LLC.