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.
Hettinger Shawna M. reported acquisition or exercise transactions in this Form 4 filing.
Hawthorn Bancshares director receives equity award
Director Shawna M. Hettinger reported an award of 500 shares of Hawthorn Bancshares, Inc. common stock in the form of unvested restricted stock units under the company’s Equity Incentive Plan. These RSUs will fully vest on June 2, 2027, if she continues serving through that date.
In addition to this award, a holding entry shows she directly owns 4,124 shares of common stock following the reported transactions. The grant is compensation-related rather than an open‑market purchase or sale.
FREEMAN PHILIP D reported acquisition or exercise transactions in this Form 4 filing.
Hawthorn Bancshares director Philip D. Freeman reported an equity award and updated holdings. He received 500 shares of Common Stock as a grant under the Hawthorn Bancshares, Inc. Equity Incentive Plan, represented by unvested restricted stock units that can be settled only in Common Stock.
The RSUs will fully vest on June 2, 2027, if he continues to serve through that date. After this grant, Freeman holds 500 shares directly and 98,683.79 shares indirectly through a trust, reflecting both his new award and existing indirect ownership.
HAWTHORN BANCSHARES, INC. director Kevin L. Riley reported an equity compensation grant and updated his holdings. He received 500 restricted stock units (RSUs) that can be settled only in Common Stock, awarded at $0.00 per share as a grant or award acquisition.
According to the footnote, these RSUs will fully vest on June 2, 2027, subject to his continued service through that date. After this grant, he holds 500 shares directly linked to this award and also reports 36,645.673 shares of Common Stock held indirectly through a trust. This filing reflects routine, compensation-related equity awards rather than open‑market buying or selling.
Hawthorn Bancshares director Wetzel Gus Seitter III received a grant of 500 shares of Common Stock as restricted stock units (RSUs). The award was recorded at a price of $0.00 per share and represents a compensation-related acquisition, not an open-market purchase.
The RSUs were granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan and will fully vest on June 2, 2027, subject to his continued service through that date. After the transactions reported, he holds 500 shares directly, plus indirect interests in 110,778.678 shares through Wetzel Investments, LP and 4,420.145 shares through the Wetzel Revocable Trust. He holds only a minority ownership interest in Wetzel Investments, LP and disclaims beneficial ownership of those securities except to the extent of his pecuniary interest.
Holtaway Jonathan reported acquisition or exercise transactions in this Form 4 filing.
Hawthorn Bancshares director Jonathan Holtaway received a grant of 500 shares of Common Stock as restricted stock units (RSUs). The RSUs were awarded at no cash cost to him and were granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan as equity compensation.
The RSUs will fully vest on June 2, 2027, provided he continues to serve through that date. After this filing, Holtaway holds 500 shares directly from this grant, while additional indirect holdings are reported through an IRA and the Ategra Community Financial Institution Fund, LP, where he notes his pecuniary interest is limited.