Hawthorn Bancshares completes FSC Bancshares and Farmers State Bank merger.

Hawthorn Bancshares completed its two-step holding-company merger with FSC Bancshares and the bank merger of Farmers State Bank into Hawthorn Bank effective September 3, 2026, delivering $73.7099 in cash and 2.1823 HWBK shares for each FSC share and combining the franchise at about $2.2 billion in assets across 27 banking locations.

Hawthorn Bancshares, Inc. (Nasdaq: HWBK) filed a Form 8-K (AccNo 0000893847-26-000091; Date of earliest event September 3, 2026; Items 2.01, 7.01, and 9.01) reporting that on September 3, 2026 it completed the previously announced reorganization with FSC Bancshares, Inc. The SEC index shows Filing Date 2026-09-04 and Accepted 2026-09-04 at 09:40:24. Item 7.01 furnishes Exhibit 99.1, a Jefferson City, Missouri press release dated September 4, 2026 announcing the close.

This close is a different issuer and a different target from Equity Bancshares’ Lincoln Bancorp agreement already on tickergrove.com.

What closed

Under the Agreement and Plan of Reorganization dated April 29, 2026 among Hawthorn Bancshares (HBI), Hawthorn Holdco, Inc. (Merger Sub), and FSC Bancshares (FBI), Merger Sub merged into FBI with FBI surviving as a wholly owned HBI subsidiary (First Step Merger). Immediately afterward, FBI merged into HBI with HBI surviving (Second Step Merger). Immediately following the Merger, Farmers State Bank, Cameron, Missouri — FBI’s wholly owned Missouri state bank — merged into Hawthorn Bank, with Hawthorn Bank surviving (Bank Merger).

Consideration delivered

Each share of FBI common stock outstanding immediately before the Effective Time converted into the right to receive (x) $73.7099 in cash, without interest, and (y) 2.1823 shares of HBI common stock, plus cash, without interest, in lieu of any fractional shares.

Aggregate consideration delivered to FBI holders was (i) 413,101 shares of HBI common stock, (ii) $13,953,000 in cash, and (iii) cash in lieu of fractional shares. The HBI share issuance was registered on Form S-4 (File No. 333-297082), initially filed June 26, 2026 and declared effective July 21, 2026.

Combined footprint as printed

Exhibit 99.1 says the combined company now has total assets of approximately $2.2 billion. Hawthorn Bank, headquartered in Jefferson City, Missouri, now operates twenty-seven banking locations across northern, central, western, and mid-Missouri, with one location in Kansas. Hawthorn Bank will start integrating Farmers State Bank onto its platform, with customer conversion anticipated in the first quarter of 2027. Until then, Farmers State Bank customers continue through existing banking centers, website, and mobile app.

CEO Brent Giles welcomed Farmers State Bank’s team, customers, and communities and said the partnership is intended to bring greater resources and expanded solutions while preserving relationship-based community banking.

Advisors as printed

Raymond James & Associates, Inc. was financial advisor to Hawthorn Bancshares, with Hunton Andrews Kurth LLP as legal counsel. Northland Capital Markets was financial advisor to FSC Bancshares, with Stinson LLP as legal counsel. Olsen Palmer LLC rendered a fairness opinion to FSC.

Still open after the close

Item 9.01 says financial statements of the acquired business and pro forma financial information will be filed by amendment no later than 71 days after the 8-K due date. Whether the anticipated Q1 2027 customer conversion holds on schedule. How integration of Farmers State Bank customers and locations onto Hawthorn Bank’s platform proceeds. This story does not invent accretion, deposit premiums, NIM, or tape reaction — none are printed as realized results in AccNo 0000893847-26-000091.