Hawthorn Bancshares, Inc. filed a Form 8-K/A amendment on November 3, 2026, supplementing its September 4, 2026 original current report to include financial statements and pro forma financial information required in connection with its completed acquisition of FSC Bancshares, Inc., effective September 3, 2026.

Key Highlights

  • Acquisition completed: Hawthorn Bancshares completed its acquisition of FSC Bancshares, Inc. effective September 3, 2026, according to the filing.
  • Merger agreement date: The Agreement and Plan of Reorganization among the company, Hawthorn HoldCo, Inc., and FSC Bancshares, Inc. was dated April 29, 2026, the filing disclosed.
  • Audited FSC financials included: Audited consolidated financial statements of FSC Bancshares, Inc. as of and for the fiscal year ended December 31, 2025 are filed as Exhibit 99.1.
  • Interim FSC financials included: Unaudited consolidated financial statements of FSC Bancshares, Inc. as of and for the three months ended March 31, 2026 are filed as Exhibit 99.2.
  • Pro forma information provided: Unaudited pro forma condensed combined financial information as of and for the six-month period ended June 30, 2026 and the twelve-month period ended December 31, 2025 is filed as Exhibit 99.3.
  • Auditor consent: A consent of Whitlock CPAs & Advisors, LLP is included as Exhibit 23.1.

Hawthorn Bancshares Supplements FSC Acquisition Disclosure With Required Financial Exhibits

Hawthorn Bancshares, Inc. (NASDAQ:HWBK), headquartered at 132 East High Street, Jefferson City, Missouri, filed this Form 8-K/A as Amendment No. 1 to its original Form 8-K filed with the Securities and Exchange Commission on September 4, 2026. According to the filing, the amendment's purpose is to add under Item 9.01 the consolidated financial statements and unaudited pro forma financial information that were excluded from the original filing in reliance on Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K.

The filing reported that the acquisition of FSC Bancshares, Inc. became effective as of September 3, 2026, completing a transaction previously announced under an Agreement and Plan of Reorganization dated April 29, 2026 among the company, Hawthorn HoldCo, Inc., and FSC Bancshares, Inc. The company disclosed that audited financial statements of FSC as of and for the fiscal year ended December 31, 2025 are provided in Exhibit 99.1, with the audit report prepared by Whitlock CPAs & Advisors, LLP. Unaudited interim financial statements of FSC for the three months ended March 31, 2026, filed as Exhibit 99.2, were incorporated by reference to Amendment No. 1 to Form S-4 (File No. 333-297082) filed July 17, 2026.

According to the filing, the company included unaudited pro forma condensed combined financial information, covering both the six-month period ended June 30, 2026 and the twelve-month period ended December 31, 2025, as Exhibit 99.3. The filing stated that the interim FSC financial statements were filed in reliance on General Instruction B.3 of Form 8-K and guidance in Section 2045.16 of the SEC Division of Corporation Finance's Financial Reporting Manual. The amendment was signed by Brent M. Giles, Chief Executive Officer, on November 3, 2026.

What Was Disclosed

Hawthorn Bancshares filed this amendment to its September 2026 current report to provide FSC Bancshares audited annual financials, unaudited interim financials, and pro forma combined financial information following the completion of its FSC acquisition effective September 3, 2026.