Hawthorn Bancshares, Inc. (HBI) reported in a Form 8-K filed July 14 that it has cleared a significant hurdle in its planned acquisition of FSC Bancshares, Inc. (FBI). As of July 10, 2026, HBI and its wholly owned subsidiary, Hawthorn Bank, received all required regulatory approvals and non-objections needed to complete the transaction.
The acquisition was first announced on April 29, 2026, when HBI entered into an Agreement and Plan of Reorganization with its merger subsidiary, Hawthorn Holdco, Inc., and FBI. The deal is structured so that FBI will be acquired by HBI, expanding Hawthorn’s community banking footprint in Missouri.
With regulatory approvals now in hand, the transaction’s path to completion narrows to two remaining conditions: approval by FBI’s shareholders and the satisfaction or waiver of other customary closing conditions. HBI expects the deal to close during the third quarter of 2026.
Background and process
In connection with the proposed transaction, HBI has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission. That document includes a proxy statement for a special meeting of FBI shareholders, who will vote on the proposed acquisition, and also serves as a prospectus for the shares of HBI common stock to be issued in the deal.
The company cautioned that forward-looking statements about the transaction are subject to risks and uncertainties that could cause actual results to differ materially. Those risks include the possibility that the businesses may not be combined successfully, cost savings may not be fully realized, and general economic conditions could adversely affect credit quality and loan originations. The full list of risk factors is detailed in HBI’s filings with the SEC, including its most recent Annual Report on Form 10-K.
The regulatory clearance represents a meaningful step forward for a transaction that will combine two Missouri-based banking organizations, though the ultimate consummation still depends on the vote of FBI’s shareholders in the weeks ahead.