Hawthorn Bancshares Inc美股招股说明书(2026-07-22版)

To the Shareholders of FSC Bancshares, Inc.: On April29, 2026, Hawthorn Bancshares, Inc., or “HBI,” FSC Bancshares, Inc., or “FBI,” andHawthorn Holdco, Inc., or “Merger Sub,” entered into an Agreement and Plan of Reorganization, which werefer to as the merger agreement, pursuant to which (i)Merger Sub will merge with and into FBI, with FBIsurviving the merger as a wholly-owned subsidiary of HBI, the “merger,” and (ii)immediately following theeffective time of the merger, and as part of a single, integrated transaction, FBI will merge with and intoHBI, 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, aMissouri state bank will merge with and into HBI’s wholly-owned banking subsidiary, Hawthorn Bank, aMissouri state bank, with Hawthorn Bank as the surviving bank. Pursuant to the merger agreement, each share of FBI common stock issued and outstandingimmediately prior to the effective time of the merger, will be converted into the right to receive, withoutinterest, (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 priorto 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 issuedand outstanding immediately prior to the effective time (the “per share stock consideration”), and (C)cashin 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 presentedon 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 theallowance for credit losses from the date of the merger agreementthrough the closing date and FBI’s goodfaith estimate of all earnings or losses, as applicable, and including unrealized gains or losses in FBI’savailable-for-sale and held-to-maturity securities portfolios (the “actual adjusted shareholders’ tangibleequity”) is less than $19,000,000 (the “minimum adjusted shareholders’ equity”), then the aggregate cashconsideration will be reduced on a dollar for dollar basis, by an amount equal to the difference between theminimum adjusted shareholders’ equity and the actual adjusted shareholders’ tangible equity as of the end ofthe month prior to the closing date. If the actual adjusted shareholders’ tangible equity is more than theminimum adjusted shareholders’ equity as of the end of the month prior to the closing date, FBI may declarea 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 adjustedshareholders’ equity as of the end of the month prior to the closing date, divided by (ii)the total number ofshares 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 andwill not be known at the time FBI shareholders vote on the merger. HBI common stock is currently quotedon the Nasdaq Global Select Market under the symbol “HWBK.” Based on the closing price of HBIcommon stock of $34.57 per share on April28, 2026, the last full trading day before the publicannouncement of the merger agreement, the aggregate value of the merger consideration representedapproximately $28.3million for all of the shares of FBI common stock. Based on the closing sale price ofHBI common stock of $38.40 per share on July 20, 2026, the latest practicable trading date prior to theprinting of this proxy statement/prospectus, the aggregate value of the merger consideration representedapproximately $29.9 million for all of the shares of FBI common stock. Each of the foregoing examplesassumes 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 is413,101 shares, which would represent approximately 5.6% of the outstanding capital stock of the combinedcompany 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 isnot trad