Short answer
HAWTHORN BANCSHARES, INC. (HWBK) filed an 8-K current report with the SEC on April 29, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). HBI to acquire FSC Bancshares and Farmers State Bank in a two-step merger, expanding Hawthorn Bank’s Missouri operations.
HAWTHORN BANCSHARES, INC. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- HBI to acquire FSC Bancshares and Farmers State Bank in a two-step merger, expanding Hawthorn Bank’s Missouri operations
- Consideration approximately $28.3 million, comprising $14.0 million cash plus 413,101 HBI shares
- Cash consideration subject to reduction if FBI delivers less than $19.0 million qualifying shareholders’ equity
- FBI directors and executives controlling approximately 37.9% of shares committed to support the transaction
- Closing targeted for Q3 2026, subject to shareholder, regulatory, SEC registration, Nasdaq listing, and other approvals
Item 7.01 · Regulation FD Disclosure
- HBI announced execution of a Reorganization Agreement on April 29, 2026
- Exhibit 99.1 contains the press release with transaction details and investor-relevant terms
Item EX-99.1 · Exhibit EX-99.1
- Proposed FSC acquisition valued at approximately $28.3 million through 413,101 Hawthorn shares plus $14.0 million cash
- Adds approximately $384 million assets and nine branches, expanding Hawthorn’s northern Missouri footprint
- Combined company projected at $2.2 billion assets, $1.7 billion loans, and $1.9 billion deposits
- Management expects approximately 20% fully phased-in EPS accretion, with 9.8% tangible book dilution and 3.0-year earnback
- Third-quarter 2026 closing remains subject to FSC shareholder and regulatory approvals
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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