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Hawthorn Bancshares, Inc. (HWBK) reported under an Other Events item the passing of board member Jonathan “Jon” Holtaway. He passed away on September 4, 2026 at age 55 and had served on the boards of Hawthorn Bancshares and Hawthorn Bank since 2019.
The company highlights his contributions in strategic planning, mergers and acquisitions, equity valuation and corporate governance, as well as his leadership experience as President of Ategra Capital Management. Hawthorn Bancshares notes that its board, management and employees extend condolences to his family, friends and colleagues.
Hawthorn Bancshares, Inc. (HWBK) completed its acquisition of FSC Bancshares, Inc. and its subsidiary Farmers State Bank on September 3, 2026. A two‑step merger structure was used: Hawthorn’s merger subsidiary first merged into FSC, which then merged into Hawthorn, followed by the merger of Farmers State Bank into Hawthorn Bank.
Each share of FSC common stock at the effective time was converted into the right to receive $73.7099 in cash plus 2.1823 shares of Hawthorn common stock, with additional cash paid in lieu of fractional shares. Aggregate consideration to FSC shareholders consisted of 413,101 Hawthorn shares and $13,953,000 in cash, plus cash for fractional shares.
The Hawthorn shares issued in the merger were registered on a Form S‑4 that was declared effective by the SEC in July 2026. Following the transaction, the combined company has approximately $2.2 billion in total assets, and Hawthorn expects customer conversion of Farmers State Bank to the Hawthorn platform in the first quarter of 2027.
HAWTHORN BANCSHARES, INC. (HWBK) director Shawna M. Hettinger reported open-market purchases of the company’s Common Stock. On August 26, 2026, she purchased 645.161 shares at a weighted average price of $38.75 per share, from prices ranging between $38.62 and $38.75. On August 27, 2026, she purchased 654.448 shares at a weighted average price of $38.20 per share, from prices ranging between $38.20 and $38.28. The filing also notes unvested restricted stock units granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan that will fully vest on June 2, 2027.
Hawthorn Bancshares, Inc. reported improved earnings for Q2 and the first half of 2026 alongside a smaller balance sheet. Total assets were $1,773,040 thousand and deposits $1,488,189 thousand at June 30, 2026, compared with $1,894,850 thousand and $1,554,149 thousand at December 31, 2025.
Q2 2026 net income was $7,326 thousand, up from $6,101 thousand a year earlier, with basic and diluted EPS of $1.06. For the first six months, net income increased to $13,069 thousand from $11,484 thousand, or $1.89 per diluted share versus $1.65.
Net loans declined to $1,395,630 thousand, while the allowance for credit losses on loans was $20,730 thousand and $1,500 thousand on unfunded commitments; total non‑performing loans were $6,655 thousand. Stockholders’ equity rose to $182,794 thousand. The company also agreed to acquire FSC Bancshares, Inc. in a cash‑and‑stock merger valued at approximately $28.3 million and maintains a universal shelf registration for up to $150 million of securities.
Hawthorn Bancshares, Inc. reported strong second quarter 2026 results, with net income of $7.3 million and diluted EPS of $1.06. Net income rose 27.6% from the prior quarter and 20.1% from a year earlier, as net interest income increased to $17.3 million and net interest margin (FTE) expanded to 4.16% from 4.07% in the prior quarter and 3.89% a year ago. Non-interest income jumped to $5.3 million, helped by a gain on the sale of a former administrative office, while the efficiency ratio improved to 60.66% from 64.29%.
Loans held for investment declined 2.6% from March 31, 2026 to $1.42 billion, and total deposits fell 2.0% to $1.49 billion, while investment securities grew 12.0% to $236.2 million. Asset quality metrics softened but remained relatively low, with non-performing assets of $7.5 million, or 0.53% of loans, and an allowance for credit losses of $20.7 million, equal to 1.46% of loans and 311.50% of non-performing loans. Regulatory capital stayed well above minimums, including a total risk-based capital ratio of 16.40%. The board increased the share repurchase authorization to $10 million, with $8.0 million remaining, and approved a quarterly dividend of $0.21 per share, payable October 1, 2026.
Hawthorn Bancshares, Inc. (HBI) is combining with FSC Bancshares, Inc. (FBI) through a two-step merger in which FBI will become a wholly owned subsidiary of HBI and then merge into HBI, followed by the merger of Farmers State Bank into Hawthorn Bank. Each share of FBI common stock will be converted into a mix of $14,000,000 aggregate cash consideration (allocated per share), 413,101 HBI shares allocated pro rata, and cash in lieu of fractional HBI shares, all subject to a tangible equity adjustment tied to FBI’s $19,000,000 minimum adjusted shareholders’ equity. The maximum stock issuance is 413,101 HBI shares, about 5.6% of the combined company’s stock. Based on HBI share prices, the aggregate merger value is illustrated at about $28.3 million and $29.9 million on two reference dates, assuming no downward adjustments. FBI shareholders must approve the merger agreement by at least two‑thirds of outstanding shares; insiders holding about 37.97% have agreed to vote in favor. FBI shareholders have dissenters’ rights under Missouri law. Both parties expect the transaction to qualify as a tax‑free reorganization for stock consideration, with gain or loss generally recognized only on cash received.
Hawthorn Bancshares, Inc. is registering up to 413,101 shares of common stock to acquire FSC Bancshares, Inc. in a stock-and-cash merger. Each FSC share will be exchanged for a pro rata share of an $14,000,000 cash pool plus a pro rata share of the 413,101 HBI shares, with cash paid in lieu of fractional shares.
The cash pool is subject to a true-up: if FSC’s adjusted tangible equity falls below $19,000,000, aggregate cash is reduced dollar-for-dollar; if it is higher, FSC may pay a pre-closing dividend. The HBI stock portion is fixed in share count, so total value varies with HBI’s trading price.
FSC shareholders will vote at a September 1, 2026 special meeting, where approval of the merger requires at least two-thirds of the 189,296 outstanding shares. Dissenters’ rights are available under Missouri law, and HBI may abandon the deal if more than 5% of shares properly seek appraisal.
Hawthorn Bancshares, Inc. has provided an update on its planned acquisition of FSC Bancshares, Inc. under an Agreement and Plan of Reorganization dated April 29, 2026. As of July 10, 2026, Hawthorn Bancshares and its subsidiary Hawthorn Bank have received all required regulatory approvals and non-objections needed to complete the transaction.
The combination still depends on approval by FSC Bancshares’ shareholders and the satisfaction or waiver of other customary closing conditions, and is expected to be completed in the third quarter of 2026. The communication includes extensive forward-looking statement cautions and directs investors to a Registration Statement on Form S-4 and related proxy statement/prospectus and SEC filings for detailed information about the proposed transaction and associated risks.
Hawthorn Bancshares, Inc. proposes to acquire FSC Bancshares, Inc. via a two-step merger in which Merger Sub will merge into FBI and FBI will then merge into HBI, with Hawthorn Bank remaining as the surviving bank.
The merger consideration consists of $14,000,000 aggregate cash and 413,101 shares of HBI common stock to be divided among FBI shareholders, subject to a $19,000,000 minimum adjusted shareholders’ equity true-up. Based on HBI's April 28, 2026 closing price of $34.57, the parties estimate an aggregate implied value of approximately $28.3 million.