HAWTHORN BANCSHARES, INC.

Hawthorn Bancshares, Inc. (HBI) and its wholly-owned subsidiary, Hawthorn Bank, have received all required regulatory approvals and non-objections for the acquisition of FSC Bancshares, Inc. (FBI). The Agreement and Plan of Reorganization was initially announced on April 29, 2026. The transaction is still contingent on the approval of FBI's shareholders and other customary closing conditions, with completion anticipated in the third quarter of 2026.

Hawthorn Bancshares, Inc. held its 2026 Annual Meeting of Shareholders on June 2, 2026, with approximately 74.27% of outstanding shares represented. Shareholders elected four Class I director nominees for a three-year term and ratified Forvis Mazars, LLP as the independent auditor for 2026. Additionally, shareholders approved the executive compensation and an annual frequency for future executive compensation votes in advisory (non-binding) proposals. Separately, the Board of Directors approved a restricted stock unit agreement for non-employee directors, with units vesting on the first anniversary of the grant date.

Hawthorn Bancshares reported a net income of $5.74 million for the first quarter of 2026, an increase from $5.38 million in the prior year. Basic earnings per share rose to $0.83 from $0.77. The company also filed a universal shelf registration statement for up to $150 million to provide financial flexibility and recorded a $1.9 million financing obligation from a failed sale-leaseback transaction. Total assets decreased to $1.86 billion from $1.89 billion at year-end 2025.

Hawthorn Bancshares, Inc. filed an amended 8-K to revise its preliminary financial results for the first quarter ended March 31, 2026. The revision stems from an accounting adjustment related to a $1.9 million property sale and leaseback, which was reclassified as a financing obligation instead of a $1.2 million gain due to continuing involvement. This adjustment resulted in a $1.1 million decrease in net income to $5.7 million and a $0.15 decrease in earnings per share to $0.83 for the quarter. The company also reported a net interest margin of 4.07%, a 2.2% decrease in loans, and a 2.3% decrease in deposits compared to the prior quarter, while maintaining a "well-capitalized" regulatory position.

Hawthorn Bancshares, Inc. reported strong first quarter 2026 results with net income increasing 25.9% to $6.8 million and diluted EPS improving 27% to $0.98 compared to the prior year quarter. The company also saw an improved efficiency ratio of 60.46% and a higher net interest margin of 4.07%. Despite a decrease in loans and deposits from the prior quarter, credit quality remained stable, and the company maintained a "well capitalized" regulatory position, declaring a quarterly cash dividend of $0.21 per share and repurchasing $0.4 million in common shares.

Hawthorn Bancshares, Inc. (HWBK) announced that its Board of Directors approved a quarterly cash dividend of $0.21 per common share. The dividend is scheduled for payment on July 1, 2026, to shareholders who are on record as of the close of business on June 15, 2026.

Hawthorn Bancshares, Inc. announced the signing of an Agreement and Plan of Reorganization to acquire FSC Bancshares, Inc. in a cash and stock transaction valued at approximately $28.3 million. The acquisition is expected to expand Hawthorn's presence in northern Missouri, adding approximately $384 million in assets and nine branch locations. The combined entity is projected to have total assets of $2.2 billion and the transaction is anticipated to be approximately 20% accretive to earnings per share.

Hawthorn Bancshares, Inc. announced the appointment of Grant Burcham to its Board of Directors and the board of its subsidiary, Hawthorn Bank, effective April 29, 2026. Mr. Burcham, a seasoned investor, entrepreneur, and former community banking leader, will serve as a Class III director until the 2028 annual meeting. He brings over three decades of executive experience, including leading Missouri Bank & Trust as Chairman and CEO, and currently serves as Managing Partner of Big Bear Ventures and Chairman of CyTek Corporation.

Hawthorn Bancshares, Inc. announced an agreement to acquire FSC Bancshares, Inc. in a cash and stock transaction valued at approximately $28.3 million. This acquisition is expected to significantly expand Hawthorn's presence in northern Missouri, adding approximately $384 million in total assets and nine branch locations. The transaction is anticipated to be approximately 20% accretive to earnings per share on a fully phased-in basis, with tangible book value dilution of 9.8% expected to be earned back in about 3.0 years.