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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.
Hawthorn Bancshares, Inc. reported results from its 2026 annual shareholder meeting and a new director equity arrangement. Shareholders representing 5,116,853 common shares, or 74.27% of those entitled to vote, were present or represented by proxy. They elected four Class I directors to terms expiring at the 2029 annual meeting, ratified Forvis Mazars, LLP as independent auditor for 2026, and approved executive compensation in a non-binding advisory vote. Investors also supported holding future advisory votes on executive pay every one year. Separately, the board approved a standard restricted stock unit agreement under the company’s Equity Incentive Plan for annual awards to non-employee directors, with RSUs vesting on the first anniversary of grant if service continues.
Burcham James Grant reported acquisition or exercise transactions in this Form 4 filing.
HAWTHORN BANCSHARES, INC. director James Grant Burcham reported an award of 500 shares of Common Stock in the form of restricted stock units. These RSUs were granted at no cash cost to him and are part of the company’s Equity Incentive Plan. The units will fully vest on June 2, 2027, provided he continues in service until that date, and his direct holdings reported in this filing total 500 shares tied to this award.
Hawthorn Bancshares director Frank E. Burkhead was granted 500 unvested restricted stock units (RSUs) that will settle in common stock. The RSUs were awarded under the company’s Equity Incentive Plan and will fully vest on June 2, 2027, if he remains in service through that date.
The filing also updates his ownership to 11,930.04 shares of common stock held directly and 6,787.5 shares held indirectly through an IRA, which include shares acquired since the last report under the company’s dividend reinvestment (DRIP) program.
States Jonathan L reported acquisition or exercise transactions in this Form 4 filing.
HAWTHORN BANCSHARES, INC. director Jonathan L. States received an equity compensation award of 500 restricted stock units (RSUs) that can be settled only in shares of Common Stock. These RSUs will fully vest on June 2, 2027, if he continues in service through that date.
Following the reported transactions, he directly holds 3,276.798 shares of Common Stock and 500 unvested RSUs, reflecting a routine, compensation-related increase in his equity stake rather than an open-market purchase.