As filed with the U.S. Securities and Exchange Commission on June 26, 2026

Registration No. 333-       ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

HAWTHORN BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

132 East High Street, Box 688
Jefferson City, Missouri 65101
(573) 761-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brent M. Giles
Hawthorn Bancshares, Inc.
132 East High Street, Box 688
Jefferson City, Missouri 65101
(573) 761-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:   As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions to the proposed merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 143-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement on Form S-4 shall become effective on such date as the U.S. Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

Information in this proxy statement/prospectus is subject to completion or amendment. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.​

PRELIMINARY — SUBJECT TO COMPLETION, DATED JUNE 26, 2026

PROXY STATEMENT/PROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of FSC Bancshares, Inc.:

On April 29, 2026, Hawthorn Bancshares, Inc., or “HBI,” FSC Bancshares, Inc., or “FBI,” and Hawthorn Holdco, Inc., or “Merger Sub,” entered into an Agreement and Plan of Reorganization, which we refer to as the merger agreement, pursuant to which (i) Merger Sub will merge with and into FBI, with FBI surviving the merger as a wholly-owned subsidiary of HBI, the “merger,” and (ii) immediately following the effective time of the merger, and as part of a single, integrated transaction, FBI will merge with and into HBI, with HBI surviving the merger, the “second step merger” and, together with the merger, the “mergers.” Immediately following the mergers, FBI’s wholly-owned banking subsidiary, Farmers State Bank, a Missouri state bank will merge with and into HBI’s wholly-owned banking subsidiary, Hawthorn Bank, a Missouri state bank, with Hawthorn Bank as the surviving bank.

Pursuant to the merger agreement, each share of FBI common stock issued and outstanding immediately prior to the effective time of the merger, will be converted into the right to receive, without interest, (A) an amount of cash equal to the quotient of $14,000,000 (the “aggregate cash consideration”) divided by the aggregate number of shares of FBI common stock issued and outstanding immediately prior to the effective time (the “per share cash consideration”), (B) a number (such number, the “exchange ratio”) of shares of HBI common stock equal to the quotient of 413,101 shares of HBI common stock (the “aggregate stock consideration”) divided by the aggregate number of shares of FBI common stock issued and outstanding immediately prior to the effective time (the “per share stock consideration”), and (C) cash in lieu of any fractional shares (collectively, the “per share merger consideration”), subject to adjustment.

If, as of the end of the month prior to the closing date, the total shareholders’ common equity presented on FBI’s balance sheet, less intangible assets and FBI expenses (as defined in the merger agreement), reflecting any negative provisions to the allowance for credit losses or reversing any prior provisions to the allowance for credit losses from the date of the merger agreement though the closing date and FBI’s good faith estimate of all earnings or losses, as applicable, and including unrealized gains or losses in FBI’s available-for-sale and held-to-maturity securities portfolios (the “actual adjusted shareholders’ tangible equity”) is less than $19,000,000 (the “minimum adjusted shareholders’ equity”), then the aggregate cash consideration will be reduced on a dollar for dollar basis, by an amount equal to the difference between the minimum adjusted shareholders’ equity and the actual adjusted shareholders’ tangible equity as of the end of the month prior to the closing date. If the actual adjusted shareholders’ tangible equity is more than the minimum adjusted shareholders’ equity as of the end of the month prior to the closing date, FBI may declare a cash dividend for each outstanding share of FBI common stock in an amount equal to the quotient of (i) the difference between the actual adjusted shareholders’ tangible equity and the minimum adjusted shareholders’ equity as of the end of the month prior to the closing date, divided by (ii) the total number of shares of FBI common stock as of the record date of such dividend, rounded down to the nearest cent.

Although the number of shares of HBI common stock that each FBI shareholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of HBI common stock and will not be known at the time FBI shareholders vote on the merger. HBI common stock is currently quoted on the Nasdaq Global Select Market under the symbol “HWBK.” Based on the closing price of HBI common stock of $34.57 per share on April 28, 2026, the last full trading day before the public announcement of the merger agreement, the aggregate value of the merger consideration represented approximately $28.3 million for all of the shares of FBI common stock. Based on the closing sale price of HBI common stock of $[•] per share on June [•], 2026, the latest practicable trading date prior to the printing of this proxy statement/prospectus, the aggregate value of the merger consideration represented approximately $[•] million for all of the shares of FBI common stock. Each of the foregoing examples assumes that there are no downward adjustments to the merger consideration.

The maximum number of shares of HBI common stock offered by HBI and issuable in the merger is 413,101 shares, which would represent approximately [•]% of the outstanding capital stock of the combined company following the merger, subject to certain adjustments described in this proxy statement/​prospectus. We urge you to obtain current market quotations for the price of HBI common stock (trading symbol “HWBK”). There are no current market quotations for FBI common stock because FBI’s common stock is not traded on any established public trading market.

FBI will hold a special meeting of its shareholders (which we refer to as the “FBI special meeting”) on [•], 2026, at [•], at [•] local time, where FBI shareholders will be asked to vote on a proposal to approve the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “FBI merger proposal”), and related matters. Assuming a quorum is present, the FBI merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of FBI common stock entitled to vote thereon. FBI is sending you this proxy statement/prospectus to ask you to vote in favor of the FBI merger proposal and other matters described in this proxy statement/prospectus.

Each of HBI and FBI expects that the mergers, taken together, will be treated as a single integrated transaction as described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), with the result that the exchange of FBI common stock for HBI common stock in the mergers generally will be tax-free to the holders of FBI common stock for U.S. federal income tax purposes to the extent that they exchange their FBI common stock solely for HBI common stock in the mergers. To the extent that holders of FBI common stock receive cash in exchange for their shares of FBI common stock (including cash received in lieu of a fractional share of HBI common stock), holders of FBI common stock will recognize gain or loss in an amount equal to the difference between the cash consideration received and that holder’s adjusted tax basis in the shares of FBI common stock exchanged therefor.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF FBI COMMON STOCK YOU OWN.   To vote your shares of FBI common stock at the FBI special meeting, please follow the voting instructions in the enclosed proxy statement/prospectus and on the accompanying proxy card. Please vote promptly whether or not you expect to attend the FBI special meeting. Submitting a proxy now will NOT prevent you from being able to vote in person at the FBI special meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The FBI board of directors has unanimously (1) determined that the merger is advisable and in the best interests of FBI and its shareholders, and (2) approved the merger agreement and the transactions contemplated thereby. The FBI board of directors unanimously recommends that FBI shareholders vote “FOR” the approval of the FBI merger proposal and “FOR” the approval of the other matters to be considered at the FBI special meeting.

The accompanying proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about HBI and FBI and certain related matters. You are encouraged to read the accompanying proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 29 of the accompanying proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about HBI from documents that have been filed with the U.S. Securities and Exchange Commission and are incorporated by reference in the accompanying proxy statement/prospectus.

We look forward to the successful completion of the merger and thank you for your prompt attention to this important matter.

Sincerely,

None of the U.S. Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, nor any state securities commission or any other bank regulatory agency has approved or disapproved the securities to be issued in the merger or determined if this proxy statement/prospectus is accurate or adequate.

Any representation to the contrary is a criminal offense. The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either HBI or FBI, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [•], 2026, and it is first being mailed or otherwise delivered to FBI shareholders on or about [•], 2026.

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [•], 2026

To the Shareholders of FSC Bancshares, Inc.:

NOTICE IS HEREBY GIVEN that FSC Bancshares, Inc. (which we refer to as “FBI”) will hold a special meeting of its shareholders (which we refer to as the “FBI special meeting”) on [•], 2026, at [•], at [•], local time, to consider and vote upon the following matters:

•

a proposal to approve the Agreement and Plan of Reorganization, dated April 29, 2026 (which we refer to as the “merger agreement”), by and among Hawthorn Bancshares, Inc. (which we refer to as “HBI”), Hawthorn Holdco, Inc., a Missouri corporation and wholly-owned subsidiary of HBI (which we refer to as “Merger Sub”), and FBI (a copy of which is attached as Annex A to the accompanying proxy statement/prospectus), pursuant to which (i) Merger Sub will merge with and into FBI, with FBI surviving the merger as a wholly-owned subsidiary of HBI (which we refer to as the “merger”), and (ii) immediately following the effective time of the merger, and as part of a single, integrated transaction, FBI will merge with and into HBI, with HBI surviving the merger (which we refer to as the “second step merger” and, together with the merger, the “mergers”) and approve the transactions contemplated thereby, including the mergers, each as more fully described in the accompanying proxy statement/prospectus (which we refer to as the “FBI merger proposal”); and

​

•

a proposal to authorize the FBI board of directors to adjourn or postpone the FBI special meeting, if necessary or appropriate, (i) to solicit additional proxies if there are insufficient votes at the time of the FBI special meeting to approve the FBI merger proposal, or (ii) if adjournment is necessary or appropriate, to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to FBI shareholders (which we refer to as the “FBI adjournment proposal”).

​

Approval of the FBI merger proposal by the FBI shareholders is required to complete the transactions contemplated by the merger agreement.

The FBI board of directors has fixed the close of business on [•], 2026 as the record date for the FBI special meeting. Only FBI shareholders of record as of the record date are entitled to notice of, and to vote at, the FBI special meeting, or any adjournment or postponement of the FBI special meeting. Any shareholder entitled to attend and vote at the FBI special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf.

The affirmative vote of the holders of at least two-thirds of the outstanding shares of FBI common stock entitled to vote thereon is required to approve the FBI merger proposal. Assuming a quorum is present, approval of the FBI adjournment proposal (if necessary or appropriate) requires the affirmative vote of a majority of shares entitled to vote, and represented in person or by proxy with respect to the FBI adjournment proposal. FBI will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof by or at the direction of the FBI board of directors.

FBI shareholders must approve the FBI merger proposal in order for the merger to occur. If FBI shareholders fail to approve the FBI merger proposal, the merger will not occur. The proxy statement/​prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the FBI special meeting. Please review the proxy statement/​prospectus carefully.

 

 

Shareholders of FBI have the right to dissent from the merger and obtain payment in cash of the appraised fair value of their shares of FBI common stock under applicable provisions of Chapter 351 of The General and Business Corporation Law of Missouri (which we refer to as the “GBCL”). In order for a shareholder of FBI to perfect his, her or its right to dissent, the shareholder must file a written objection to the merger with FBI prior to the FBI special meeting, vote against the FBI merger proposal and file a written demand with HBI within twenty (20) days after completion of the merger for payment of the fair value of the shareholder’s shares of FBI common stock. A copy of the applicable statutory provisions of the GBCL is included with the accompanying proxy statement/prospectus as Annex C, and a summary of the provisions can be found in the section of the proxy statement/prospectus entitled “The Merger — Dissenters’ Rights” on page 58.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF FBI COMMON STOCK YOU OWN.   Whether or not you plan to attend the FBI special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The FBI board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that FBI shareholders vote “FOR” the approval of the FBI merger proposal and “FOR” the approval of the FBI adjournment proposal (if necessary or appropriate).

The accompanying proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about HBI and FBI and certain related matters. You are encouraged to read the accompanying proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 29 of the accompanying proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about HBI from documents that have been filed with the U.S. Securities and Exchange Commission that are incorporated by reference in this proxy statement/​prospectus.

BY ORDER OF THE BOARD OF DIRECTORS,

R. Michael Poland
President
FSC Bancshares, Inc.

Dated: [•], 2026

Cameron, Missouri

 

 

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about HBI from documents filed with the U.S. Securities and Exchange Commission, or SEC, that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by HBI at no cost from the SEC’s website at http://www.sec.gov. HBI has filed a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. As permitted by SEC rules, this proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the address set forth below. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting HBI at the contact information set forth below:

Hawthorn Bancshares, Inc.
132 East High Street, Box 688
Jefferson City, Missouri 65101
Attn: Corporate Secretary
Telephone: (800) 761-8362

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the FBI special meeting, or [•], 2026.

If you have any questions about the merger agreement, the merger, the FBI special meeting or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need a proxy card or need help voting your shares of FBI common stock, please contact Mike Poland, President, at 816-632-6641.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/​prospectus is dated [•], 2026, and you should assume that the information in this proxy statement/​prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus from another document is accurate as of the date of such other document or the date referenced in such other document with respect to particular information contained therein. Neither the mailing of this document to the shareholders of FBI nor the issuance by HBI of shares of HBI common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding FBI has been provided by FBI and information contained in this document regarding HBI and Merger Sub has been provided by HBI. See “Where You Can Find More Information” beginning on page 123 for more details.

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

 

iii

 

QUESTIONS AND ANSWERS

The following are answers to certain questions you may have regarding the merger and the FBI special meeting. We urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes and the documents incorporated by reference into this proxy statement/prospectus, because the information in this section may not provide all the information that might be important to you in determining how to vote.

Unless the context otherwise requires, references in this proxy statement/prospectus to “HBI” refer to Hawthorn Bancshares, Inc., a Missouri corporation, and its subsidiaries, including Hawthorn Bank, a Missouri state bank and a wholly-owned subsidiary of Hawthorn Bancshares, Inc and Hawthorn Holdco, Inc., a Missouri corporation and a wholly-owned subsidiary of Hawthorn Bancshares, the “Merger Sub”. Additionally, unless the context otherwise requires, references to “FBI” refer to FSC Bancshares, Inc., a Missouri corporation, and its subsidiaries, including Farmers State Bank, a Missouri state bank and a wholly-owned subsidiary of FSC Bancshares, Inc.; and references to “we,” “our” or “us” refer to HBI and FBI.

Q:

What is the merger?

​

A:

On April 29, 2026, HBI, FBI and Merger Sub entered into the Agreement and Plan of Reorganization (which we refer to as the “merger agreement”), pursuant to which (i) Merger Sub will merge with and into FBI, with FBI surviving the merger as a wholly-owned subsidiary of HBI (which we refer to as the “merger”), (ii) immediately following the effective time of the merger, and as part of a single, integrated transaction, FBI will merge with and into HBI, with HBI surviving the merger (which we refer to as the “second step merger” and, together with the merger, the “mergers”), and (iii) immediately following the mergers, FBI’s wholly-owned banking subsidiary, Farmers State Bank, a Missouri state bank (which we refer to as “Farmers State Bank”), will merge with and into HBI’s wholly-owned banking subsidiary, Hawthorn Bank, a Missouri state bank (which we refer to as “Hawthorn Bank”), with Hawthorn Bank as the surviving bank (which we refer to as the “bank merger”).

​

FBI will hold a special meeting of its shareholders (which we refer to as the “FBI special meeting”) to obtain the required shareholder approvals in connection with the merger, and you are being provided with this proxy statement/prospectus in connection with that special meeting. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus and the merger agreement in their entirety.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

This document is being delivered to you as a proxy statement of FBI and a prospectus of HBI in connection with the merger.

​

FBI has called a special meeting of its shareholders in order to obtain shareholder approval of the merger agreement and related matters. This document serves as the proxy statement by which the FBI board of directors is soliciting proxies of FBI shareholders to vote at the FBI special meeting.

This document is also a prospectus pursuant to which HBI is offering to issue shares of its common stock to FBI shareholders in the merger, in accordance with the terms of the merger agreement.

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the FBI special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

Q:

What will FBI shareholders receive in the merger?

​

A:

If the merger is completed, each share of FBI common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, (A) an amount of cash equal to the quotient of $14,000,000 (the “aggregate cash consideration”) divided by the aggregate number of shares of FBI common stock issued and outstanding immediately prior to the effective time (the “per share cash consideration”), (B) a number (such number, the “exchange ratio”) of shares of

​

 

1

 

HBI common stock equal to the quotient of 413,101 shares of HBI common stock (the “aggregate stock consideration”) divided by the aggregate number of shares of FBI common stock issued and outstanding immediately prior to the effective time (the “per share stock consideration”), and (C) cash in lieu of any fractional shares (collectively, the “per share merger consideration”), subject to adjustment.

If, as of the end of the month prior to the closing date, the total shareholders’ common equity presented on FBI’s balance sheet, less intangible assets and FBI expenses (as defined in the merger agreement), reflecting any negative provisions to the allowance for credit losses or reversing any prior provisions to the allowance for credit losses from the date of the merger agreement though the closing date and FBI’s good faith estimate of all earnings or losses, as applicable, and including unrealized gains or losses in FBI’s available-for-sale and held-to-maturity securities portfolios (the “actual adjusted shareholders’ tangible equity”) is less than $19,000,000 (the “minimum adjusted shareholders’ equity”), then the aggregate cash consideration will be reduced on a dollar for dollar basis, by an amount equal to the difference between the minimum adjusted shareholders’ equity and the actual adjusted shareholders’ tangible equity as of the end of the month prior to the closing date. If the actual adjusted shareholders’ tangible equity is more than the minimum adjusted shareholders’ equity as of the end of the month prior to the closing date, FBI may declare a cash dividend for each outstanding share of FBI common stock in an amount equal to the quotient of (i) the difference between the actual adjusted shareholders’ tangible equity and the minimum adjusted shareholders’ equity as of the end of the month prior to the closing date, divided by (ii) the total number of shares of FBI common stock as of the record date of such dividend, rounded down to the nearest cent.

HBI will not issue any fractional shares of HBI common stock in the merger. Instead, a FBI shareholder who otherwise would have received a fraction of a share of HBI common stock will receive an amount in cash (rounded to the nearest cent and without interest) determined by multiplying (1) the volume weighted average of the closing price per share of HBI common stock on the Nasdaq for the consecutive period of twenty (20) full trading days ending on the third (3rd) business day immediately preceding the closing date, as reported by Bloomberg L.P. (or, if not reported therein, in another authoritative source mutually agreed upon by HBI and FBI (the “HBI share closing price”)) by (2) the fractional share interest (after taking into account all shares of FBI common stock held by such shareholder immediately prior to the effective time of the merger and rounded to the nearest ten-thousandth when expressed in decimal form) of HBI common stock to which such shareholder would otherwise be entitled to receive.

Q:

Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

​

A:

Yes. Although the number of shares of HBI common stock that each FBI shareholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of HBI common stock and will not be known at the time FBI shareholders vote on the merger. HBI common stock is currently quoted on the Nasdaq Global Select Market under the symbol “HWBK.” Based on the closing price of HBI common stock of $34.57 per share on April 28, 2026, the last full trading day before the public announcement of the merger agreement, the aggregate value of the merger consideration represented approximately $28.3 million for all of the shares of FBI common stock. Based on the closing sale price of HBI common stock of $[•] per share on June [•], 2026, the latest practicable trading date prior to the printing of this proxy statement/prospectus, the aggregate value of the merger consideration represented approximately $[•] million for all of the shares of FBI common stock. Each of the foregoing examples assumes that there are no downward adjustments to the merger consideration.

​

Q:

What will happen to shares of HBI common stock in the merger?

​

A:

Nothing. Each share of HBI common stock outstanding prior to the merger will remain outstanding as a share of HBI common stock following the effective time of the merger.

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2

 

Q:

What are FBI shareholders being asked to vote on and why is this approval necessary?

​

A:

FBI shareholders are being asked to vote on the following proposals at the FBI special meeting:

​

•

the approval of the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “FBI merger proposal”); and

​

•

the authorization of the FBI board of directors to adjourn or postpone the FBI special meeting, if necessary, (i) to solicit additional proxies if there are insufficient votes at the time of the FBI special meeting to approve the FBI merger proposal, or (ii) if adjournment is necessary or appropriate, to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to FBI shareholders (the “FBI adjournment proposal”).

​

Approval of the FBI merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of FBI common stock entitled to vote thereon. FBI will transact no other business at the FBI special meeting, except for business properly brought before the FBI special meeting or any adjournment or postponement thereof.

Each director and executive officer of FBI and Farmers State Bank who owns shares of FBI common stock (which collectively constitute approximately [•]% of the outstanding shares of FBI common stock as of the record date) has entered into a voting agreement with HBI agreeing to, among other things, vote their shares of FBI common stock in favor of approval and adoption of the merger agreement and the transactions contemplated thereby and against approval of any acquisition proposal or any other proposal made in opposition to or in competition with the voting agreement or the merger agreement.

Q:

When and where is the FBI special meeting?

​

A:

The FBI special meeting will be held on [•], 2026, at [•], at [•] local time.

​

Q:

Who is entitled to vote at the FBI special meeting?

​

A:

All holders of FBI common stock who held shares at the close of business on [•], 2026 (which we refer to as the “record date”) are entitled to receive notice of and to vote at the FBI special meeting, provided that such shares of FBI common stock remain outstanding on the date of the FBI special meeting.

​

Q:

What constitutes a quorum at the FBI special meeting?

​

A:

The presence, in person or represented by proxy, of at least a majority of the outstanding shares of FBI common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the FBI special meeting.

​

Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Broker non-votes, if any, will not be included in determining whether a quorum exists.

Q:

What vote is required to approve each proposal at the FBI special meeting?

​

A:

FBI merger proposal:   Approval of the FBI merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of FBI common stock entitled to vote thereon. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy, with respect to the FBI merger proposal, it will have the same effect as a vote “AGAINST” the FBI merger proposal. FBI shareholders must approve the FBI merger proposal in order for the merger to occur. If FBI shareholders fail to approve the FBI merger proposal, the merger will not occur.

​

FBI adjournment proposal:   Assuming a quorum is present, approval of the FBI adjournment proposal (if necessary or appropriate) requires the affirmative vote of a majority of shares entitled to vote and represented in person or by proxy with respect to the FBI adjournment proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote; you will not be deemed present, and it will have no effect on such proposal. If you mark “ABSTAIN” on your proxy,

 

3

 

with respect to the FBI adjournment proposal, you will be deemed present but will not be deemed to have cast a vote with respect to such proposal, and it will have the same effect as a vote “AGAINST” the FBI adjournment proposal. FBI shareholders are not required to approve the FBI adjournment proposal in order for the merger to occur. If FBI shareholders fail to approve the FBI adjournment proposal, but approve the FBI merger proposal, the merger may nonetheless occur.

Q:

What are the conditions to completion of the merger?

​

A:

The obligations of FBI and HBI to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including, among others, the receipt of required regulatory approvals, tax opinions, and the approval of the FBI merger proposal by FBI shareholders. For more information, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 76.

​

Q:

When will the merger be completed?

​

A:

We will complete the merger when all of the conditions to the obligations of HBI and FBI contained in the merger agreement are satisfied or waived, including the receipt of required regulatory approvals and approval of the FBI merger proposal by FBI shareholders. While we expect the merger to be completed in the third quarter of 2026, because fulfillment of some of the conditions to completion of the merger is not entirely within our control, we cannot assure you of the actual timing.

​

Q:

How does the FBI board of directors recommend that I vote?

​

A:

The FBI board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that FBI shareholders vote “FOR” the approval of the FBI merger proposal and “FOR” the approval of the FBI adjournment proposal (if necessary or appropriate).

​

Q:

What do I need to do now?

​

A:

After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly using the enclosed proxy card so that your shares are represented and voted at the FBI special meeting. If you hold your shares in your name as a shareholder of record, in order to vote your shares you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” shareholders who wish to vote in person at the FBI special meeting will need to obtain a legal proxy from the institution that holds their shares.

​

Please do not send in your stock certificates until you receive instructions from HBI’s exchange agent.

Q:

How many votes do I have?

​

A:

Each FBI shareholder is entitled to one vote on each proposal to be considered at the FBI special meeting for each share of FBI common stock owned by the shareholder as of the record date.

​

Q:

How do I vote?

​

A:

If you are a shareholder of record of FBI as of [•], 2026, the record date, you may vote by proxy before the FBI special meeting by completing, signing, dating and returning the enclosed proxy card to FBI using the enclosed postage-paid envelope. Your completed proxy card must be received prior to the FBI special meeting.

​

If you are a shareholder of record of FBI as of the record date, you may also cast your vote in person at the FBI special meeting. If you plan to attend the FBI special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the

 

4

 

meeting. FBI reserves the right to refuse admittance to anyone without proper proof of stock ownership and proper photo identification. Whether or not you intend to be present in person at the FBI special meeting, you are urged to complete, sign, date and return the enclosed proxy card to FBI in the enclosed postage-paid envelope. If you submit a proxy but wish to vote your shares in person, your original proxy may be revoked by attending and voting at the FBI special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to vote your shares in person at the FBI special meeting.

Q:

What is the difference between a shareholder of record and a “street name” holder?

​

A:

If you are a shareholder of FBI and if your shares of FBI common stock are registered directly in your name, you are considered the shareholder of record with respect to those shares of stock. If your shares of stock are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” If your shares are held in street name, this proxy statement/​prospectus and the proxy card, as applicable, have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.

​

Q:

If my shares are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

​

A:

No. Your bank or broker cannot vote your shares without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker. Please note that you may not vote shares held in street name by returning a proxy card directly to FBI or by voting in person at the FBI special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

​

Q:

How are broker non-votes and abstentions treated?

​

A:

Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. The FBI merger proposal and the FBI adjournment proposal are both non-routine matters, and a broker or nominee does not have discretionary voting power with respect to the proposals. As a result, we do not expect any broker non-votes at the FBI special meeting.

​

Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the FBI merger proposal because Missouri law requires the merger proposal be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of FBI common stock entitled to vote thereon. Abstentions will also have the effect of a vote “AGAINST” the FBI adjournment proposal; however, broker non-votes will not be considered present and thus will not have an effect FBI adjournment proposal.

Q:

What will happen if I return my proxy card without indicating how to vote?

​

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of FBI common stock represented by your proxy will be voted as recommended by the FBI board of directors with respect to such proposals.

​

 

5

 

Q:

Can I change my vote?

​

A:

Yes. If you are a holder of record of FBI common stock, you may change your vote or revoke your proxy at any time before it is voted by:

​

(1)

attending and voting in person at the FBI special meeting;

​

(2)

giving notice of revocation of the proxy at the FBI special meeting; or

​

(3)

delivering to the Secretary of FBI (i) a written notice of revocation or (ii) a duly executed proxy card relating to the same shares of FBI common stock, bearing a date later than the proxy card previously executed.

​

However, your attendance at the FBI special meeting will not, by itself, revoke your proxy. A revocation or later-dated proxy received by FBI after the vote at the special meeting will not affect the vote. The FBI Secretary’s mailing address is: c/o FSC Bancshares, Inc. Special Meeting, 124 East Third Street, Cameron, Missouri, 64429. If you hold your shares of FBI common stock in “street name” through a broker, bank or other agent as your nominee, you should contact your broker, bank or other agent to change your vote or revoke your proxy.

Q:

Will FBI be required to submit the FBI merger proposal to its shareholders even if FBI’s board of directors has withdrawn, modified or qualified its recommendation?

​

A:

Yes. Unless the merger agreement is terminated before the FBI special meeting, FBI is required to submit the FBI merger proposal to its shareholders even if FBI’s board of directors has withdrawn, modified or qualified its recommendation.

​

Q:

Do FBI directors and executive officers have interests in the merger that are different from, or in addition to, the interests of FBI shareholders?

​

A:

Yes. In considering the recommendation of the FBI board of directors with respect to the merger agreement, you should be aware that FBI’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of FBI shareholders generally. Interests of directors and executive officers that may be different from or in addition to the interests of FBI shareholders include, but are not limited to, (i) payments under existing retention agreements with HBI for certain executive officers, (ii) the right to certain employee benefits for each employee of FBI and its subsidiaries who remains employed by HBI or its subsidiaries immediately after the effective time of the merger, and (iii) the right to continued indemnification and insurance coverage under the merger agreement. For further information, see “The Merger — Interests of FBI’s Directors and Executive Officers in the Merger” beginning on page 55.

​

Q:

Are FBI shareholders entitled to dissenters’ rights?

​

A:

Yes. Under Missouri law, record holders of shares of FBI common stock have the right to demand in writing to receive a payment in cash for the “fair value” of their shares as determined by an appraisal process. To exercise those rights of dissent and appraisal, an FBI shareholder must follow exactly the procedures specified under Missouri law. These procedures are summarized in this proxy statement/​prospectus. In addition, the text of the applicable provisions of Missouri law is included as Annex C to this document. proxy statement/prospectus. The value determined in the appraisal process may be more or less than the value an FBI shareholder would receive in the merger under the terms of the merger agreement. Failure to strictly comply with the requirements of the GBCL will result in the loss of dissenters’ rights. For further information, see “The Merger — Dissenters’ Rights” on page 58.

​

Pursuant to the merger agreement, HBI will be permitted to terminate the merger agreement and abandon the merger if dissenters’ rights are properly asserted with respect to 5% or more of the outstanding shares of FBI common stock.

Q:

What are the U.S. federal income tax consequences of the merger to FBI shareholders?

​

A:

The obligations of HBI and FBI to complete the merger are subject to, among other customary closing conditions described in this proxy statement/prospectus, the receipt of an opinion from Hunton

​

 

6

 

Andrews Kurth LLP (with respect to HBI) and Stinson LLP (with respect to FBI), dated as of the closing date of the merger, to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Assuming that the mergers, taken together, qualify as a “reorganization” under the Code, a U.S. holder of FBI common stock generally would not recognize gain or loss to the extent that they exchange their shares of FBI common stock solely for shares of HBI common stock pursuant to the mergers. To the extent that holders of FBI common stock receive cash in exchange for their shares of FBI common stock (including cash received in lieu of a fractional share of HBI common stock), holders of FBI common stock will recognize gain or loss in an amount equal to the difference between the cash consideration received and that holder’s adjusted tax basis in the shares of FBI common stock exchanged therefor.

U.S. holders of FBI common stock receiving cash in lieu of a fractional share of HBI common stock generally will recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its shares of HBI common stock allocable to that fractional share.

For further information, see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 115 for a general discussion of the material U.S. federal income tax consequences of the merger. The U.S. federal income tax consequences described above may not apply to all FBI shareholders. In addition, you may be subject to state, local or non-U.S. tax laws that are not discussed in this proxy statement/prospectus. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your own tax advisor to determine the tax consequences of the merger to you in light of your own circumstances.

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, holders of FBI common stock will continue to hold their shares but will not receive any consideration for their shares in connection with the merger. FBI will remain an independent company. In addition, if the merger agreement is terminated in certain circumstances, FBI may be required to pay a termination fee. See the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page 79 for a discussion of the circumstances under which termination fees will be required to be paid.

​

Q:

What happens if I sell my shares after the record date but before the FBI special meeting?

​

A:

The record date is earlier than the date of the FBI special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of FBI common stock after the record date but before the date of the FBI special meeting, you will retain your right to vote at the FBI special meeting (provided that such shares remain outstanding on the date of the FBI special meeting), but you will not have the right to receive the merger consideration to be received by FBI shareholders in connection with the merger. In order to receive the merger consideration, you must hold your shares of FBI common stock through completion of the merger.

​

Q:

If I am an FBI shareholder and my shares of FBI common stock are held in book-entry form, do I need to complete a Letter of Transmittal?

​

A:

For shares of FBI common stock held in book entry form, HBI will establish procedures for delivery of the merger consideration.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of stock and

​

 

7

 

your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of stock that you own.

Q:

Whom should I call with questions?

​

A:

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of FBI common stock, please contact Mike Poland, President, at 816-632-6641.

​

 

8

 

9

 

10

 

11

 

12

 

​

13

 

14

 

15

 

16

 

Date

​

​

Closing Price of HBI Common Stock

​

​

Stock Consideration

​

​

Per Share Stock Consideration(1)

​

​

Implied Value of Per Share Stock Consideration

​

​

Cash Consideration(2)

​

​

Per Share Cash Consideration(1)

​

​

Implied Value of Per Share Merger Consideration

​

April 28, 2026

​

​

​

$

34.57

​

​

​

​

​

413,101

​

​

​

2.1790 shares

​

​

​

$

75.33

​

​

​

​

$

14,000,000

​

​

​

​

$

73.85

​

​

​

​

$

149.18

​

​

June [•], 2026

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

17

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of HBI and FBI and have been prepared to illustrate the financial effect of the merger of FBI with and into HBI. The following unaudited pro forma condensed combined financial statements combine the historical consolidated financial position and results of operations of HBI and its wholly owned subsidiary, Hawthorn Bank, and FBI and its wholly owned subsidiary, Farmers State Bank, as an acquisition by HBI of FBI using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of FBI will be recorded by HBI at their respective fair values as of the date the merger is completed.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

•

the accompanying notes to the unaudited condensed combined pro forma financial information;

​

•

the historical audited consolidated financial statements of HBI and the related notes included in HBI’s Annual Report on Form 10-K as of and for the year ended December 31, 2025 as filed with the SEC;

​

•

the historical unaudited consolidated financial statements of FBI as of and for the year ended December 31, 2025 included elsewhere in this Form S-4;

​

•

the historical unaudited interim consolidated financial statements of HBI and the related notes included in HBI’s Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2026 as filed with the SEC; and

​

•

the historical unaudited interim consolidated financial statements of FBI as of and for the three months ended March 31, 2026 included elsewhere in this Form S-4.

​

The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on March 31, 2026. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2026 and the year ended December 31, 2025 give effect to the transaction as if the transaction had become effective on January 1, 2025.

The pro forma financial statements are provided for informational purposes only. The pro forma financial statements are not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the transactions been completed as of the dates indicated or that may be achieved in the future. The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the pro forma financial statements.

These unaudited pro forma condensed combined financial statements reflect the merger of FBI with and into HBI based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma financial statements do not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the combined company. The results of operations of the combined company will be reported prospectively following completion of the merger. Under the acquisition method of accounting, the assets and liabilities of FBI, as of closing, will be recorded by HBI at their estimated fair values and any excess of the merger consideration over the fair value of FBI’s net assets will be allocated to goodwill, if applicable.

 

18

 

HAWTHORN BANCSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(in thousands)

 

19

 

HAWTHORN BANCSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(in thousands, except per share data)

 

20

 

HAWTHORN BANCSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(in thousands, except per share data)

 

21

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1.   Estimated Merger Costs

Estimated merger costs of $3.8 million (net of $0.8 million of taxes) are excluded from the pro forma financial statements. It is expected that these costs will be recognized over time. These cost estimates for both HBI and FBI are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, primarily comprised of anticipated cash charges, are as follows.

Note 2.   Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheets

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined balance sheet as of March 31, 2026, as follows:

(a)

Represents total cash consideration, special dividend, FBI borrowings paydown, and FBI transaction expenses paid in conjunction with the merger.

​

(b)

Adjustment to reflect acquired securities at their estimated fair value based on quoted market prices or matrix pricing for similar instruments.

​

(c)

Adjustment to loans to reflect estimated fair value mark.

​

(d)

Adjustments to the allowance for credit losses include the following and takes into consideration our early adoption of ASU 2025-08:

​

​

(e)

Adjustment to establish goodwill for amount of consideration paid in excess of fair value of assets received over liabilities assumed.

​

(f)

Adjustment to reflect approximately $7.6 million of core deposit intangibles at the preliminary estimated fair value.

​

(g)

Adjustment to recognize net deferred tax assets associated with the fair value adjustments recorded in the merger.

​

(h)

Adjustment to reflect the estimate of fair value on time deposits.

​

(i)

Adjustment to reflect paydown of senior borrowings

​

(j)

Adjustment to reflect the estimate of fair value on Subordinated debt.

​

 

22

 

(k)

Adjustment to reflect the elimination of the historical equity of FBI, net of the issuance of 413,101 shares of HBI, par value $1.00 per share, to shareholders of FBI. Value of the shares issued is based on the closing price for HBI common stock on March 31, 2026.

​

(l)

Adjustments to reflect the elimination of the historical equity of FBI.

​

Note 3.   Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined income statements for the year ended December 31, 2025, and for the three months ended March 31, 2026, as follows:

(a)

Adjustment reflects the yield adjustment for interest income on loans.

​

(b)

Adjustment reflects the yield adjustment for interest income on investment securities

​

(c)

Adjustment represents lost interest on cost of cash on the cash consideration paid at merger close.

​

(d)

Adjustment reflects yield adjustment for interest expense on time deposits.

​

(e)

Adjustment reflects yield adjustment for interest expense on Subordinated debt and other borrowings

​

(f)

Adjustment reflects the net increase in amortization of other intangible assets for the acquired core deposit intangible asset and other restructuring costs. The cost savings expected from the merger are not reflected in the adjustment amount for Other Expenses.

​

(g)

Adjustment represents income tax expense on the pro-forma adjustments at an estimated rate of 21.0%.

​

Note 4.   Calculation of Estimated Merger Consideration and Preliminary Purchase Price Allocation

Estimated Merger Consideration

The total preliminary merger consideration is calculated as follows: