HWBK 424B3: Acquisition

Filed with the SEC on · accession 0001104659-26-085843

HWBK filed a 424B3 (prospectus (offering)) with the SEC on Jul 22, 2026. Hawthorn Bancshares, Inc. is acquiring FSC Bancshares, Inc. in a stock and cash merger valued at approximately $29.9 million as of July 20, 2026. The stock moved -2.5% by the first close after the filing.

Summary of the filing

Hawthorn Bancshares, Inc. is acquiring FSC Bancshares, Inc. in a stock and cash merger valued at approximately $29.9 million as of July 20, 2026. Each share of FBI common stock will be converted into a combination of cash and shares of HBI common stock.

Key details

Aggregate cash consideration$14.0M
Aggregate stock consideration (shares)$413K
Minimum adjusted shareholders' equity$19.0M
Aggregate merger value (as of July 20, 2026)$29.9M
AcquirerHawthorn Bancshares, Inc.
TargetFSC Bancshares, Inc.
Merger subsidiaryHawthorn Holdco, Inc.

How HWBK stock reacted

Close before

$37.80

Jul 21, 2026

First close after

-2.46%

$36.87

5 trading days

+2.91%

$38.90

Since filing

+4.29%

$39.42

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Frequently asked questions

What did HWBK file with the SEC on Jul 22, 2026?

HWBK filed a 424B3 (Acquisition). Hawthorn Bancshares, Inc. is acquiring FSC Bancshares, Inc. in a stock and cash merger valued at approximately $29.9 million as of July 20, 2026. Each share of FBI common stock will be converted into a combination of cash and shares of HBI common stock.

What does a acquisition mean for HWBK stock?

A contract important enough that investors need to know about it — a big customer contract, a loan, a merger agreement or a partnership.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did HWBK stock react to this filing?

HWBK closed at $37.80 before the filing and $36.87 on Jul 22, 2026 (-2.46%). Five trading days later: $38.90 (+2.91%).

Other HWBK SEC filings

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