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HAWTHORN BANCSHARES, INC. chief executive officer Brent M. Giles reported a stock award of 6,849 shares of Common Stock at no cost, classified as a grant or award acquisition. This increased his direct holdings to 20,143.6504 shares of Common Stock.
He also reports indirect ownership of 27,841.9515 shares through a trust and 6,899.2160 shares through a Profit Sharing Trust. A portion of his direct position consists of 35.6504 shares and unvested restricted stock units under the Hawthorn Bancshares, Inc. Equity Incentive Plan, with RSUs scheduled to vest in tranches from June 2026 through May 2029.
Hawthorn Bancshares, Inc. is acquiring FSC Bancshares, Inc., parent of Farmers State Bank, in a cash and stock transaction valued at approximately $28.3 million based on Hawthorn’s share price of $34.57 on April 28, 2026.
FSC shareholders will receive 413,101 shares of Hawthorn common stock and $14.0 million in cash, plus cash in lieu of fractional shares. Based on March 31, 2026 data, the combined company is expected to have about $2.2 billion in assets, $1.7 billion in loans and $1.9 billion in deposits, adding roughly $384 million of assets and nine branches in northern Missouri.
Hawthorn expects the deal to increase earnings per share by about 20% on a fully phased-in basis, with tangible book value dilution of roughly 9.8% and an earnback period of about three years. The merger, unanimously approved by both boards, is expected to close in the third quarter of 2026, subject to shareholder and regulatory approvals and other customary conditions.
Hawthorn Bancshares, Inc. appointed Grant T. Burcham to the boards of both the Company and its subsidiary Hawthorn Bank, effective April 29, 2026. He was elected as a Class III director and will serve until the Company’s 2028 annual meeting of shareholders, continuing until a successor is elected.
The boards increased their size by one seat each to add Burcham. The Company states there is no arrangement or understanding with any person regarding his selection and no related-party transactions requiring disclosure. Burcham is an experienced Kansas City–based investor and former community banking leader with more than three decades of executive experience.
Hawthorn Bancshares reported strong first quarter 2026 results and announced a cash dividend. Net income was $6.8 million, up 25.9% from a year earlier, with diluted EPS rising to $0.98. Return on average assets was 1.49% and return on average equity was 15.41%, reflecting improved profitability.
Net interest income was $17.1 million and the net interest margin (FTE) improved to 4.07%, while the efficiency ratio strengthened to 60.46%. Loans were $1.45 billion and deposits $1.52 billion as of March 31, 2026, with non-performing assets at 0.47% of loans and the bank remaining well capitalized, including a total risk-based capital ratio of 15.91%.
The Board approved a quarterly cash dividend of $0.21 per common share, payable July 1, 2026 to shareholders of record on June 15, 2026, underscoring ongoing capital return to shareholders.
Hawthorn Bancshares, Inc. is calling its annual shareholder meeting for June 2, 2026 at Hawthorn Bank in Jefferson City, Missouri. Holders of 6,889,810 common shares as of March 27, 2026 may vote on key governance and compensation items.
Shareholders will elect four Class I directors for terms expiring in 2029, ratify Forvis Mazars, LLP as independent auditor for 2026, cast a non-binding say-on-pay vote on executive compensation, and give a non-binding preference on how often say-on-pay votes should occur, with the board recommending an annual vote.
Hawthorn Bancshares, Inc. is a Missouri-based financial holding company that owns Hawthorn Bank and related subsidiaries. It operates 18 banking offices and, beginning in 2025, reports two segments: a traditional Bank segment and a separate Wealth Management segment focused on investment and trust services.
The company uses HB Realty, a REIT subsidiary, to hold mortgage loans, which had an approximate aggregate book value of $578.4 million as of December 31, 2025. It employed about 255 full-time and 11 part-time staff and considers employee relations satisfactory.
The Bank is FDIC-insured, heavily regulated by federal and Missouri authorities, and classified as well-capitalized. Extensive risk disclosures highlight dependence on central and west-central Missouri and the Kansas City MSA, interest rate and credit risks, competition from banks and fintech, liquidity pressures, technology and cybersecurity threats, climate and severe weather, and evolving regulation including digital asset and stablecoin rules.
Hawthorn Bancshares, Inc. reported its financial results for the fourth quarter and full year ended December 31, 2025, via a press release furnished as an exhibit. The company also announced that its Board of Directors approved a quarterly cash dividend of $0.21 per common share.
The new $0.21 dividend represents an increase of $0.01 per share, or 5%, from the previous quarterly dividend. It is payable on April 1, 2026 to shareholders of record at the close of business on March 15, 2026, signaling a modest step-up in cash returns to shareholders.
Hawthorn Bancshares (HWBK) reported stronger Q3 results. Net income rose to $6.1M from $4.6M a year ago, with diluted EPS of $0.88 versus $0.66. Net interest income improved to $16.9M as deposit costs eased, while total interest expense declined year over year.
On the balance sheet, loans held for investment increased to $1.51B from $1.47B at year‑end, and cash and cash equivalents reached $99.9M. Total deposits were $1.53B, little changed, while Federal Home Loan Bank borrowings increased to $177.1M. Stockholders’ equity rose to $164.9M, aided by a smaller accumulated other comprehensive loss.
Credit metrics were stable overall: the allowance for credit losses was $21.9M, and nonperforming loans totaled $4.9M. The company also noted an effective universal shelf registration allowing offerings of up to $150M in various securities, providing financial flexibility.
Hawthorn Bancshares, Inc. (HWBK) filed an 8-K stating it furnished a press release with financial results for the three and nine months ended September 30, 2025, and announced a quarterly cash dividend.
The Board approved a $0.20 per common share dividend, payable January 1, 2026 to shareholders of record at the close of business on December 15, 2025. The earnings press release is provided as Exhibit 99.1, and the dividend announcement as Exhibit 99.2. The results information is furnished, not filed, under Item 2.02.