8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 3, 2025 

Hawthorn Bancshares, Inc.

(Exact Name of Registrant as Specified in Charter) 

Missouri	0-23636	43-1626350
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

132 East High Street, PO Box 688, Jefferson City, Missouri 65102

(Address of Principal Executive Offices) (Zip Code)

573-761-6100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	HWBK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  

Emerging growth company ☐

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 13(a) of the Exchange Act.  ☐ 

Item 5.07 Submission of Matters to a Vote of Security Holders.

Hawthorn Bancshares, Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting") on June 3, 2025. A total of 4,471,977 shares of the Company's common stock were present or represented by proxy at the Annual Meeting. This represented approximately 64.05% of the Company's shares of common stock that were outstanding and entitled to vote at the Annual Meeting. Three proposals were presented to the Company's shareholders at the Annual Meeting as described in Hawthorn's 2025 Proxy Statement. The final results of the shareholder vote on each of the proposals are as follows:

Proposal 1: Election of Directors. Hawthorn's shareholders elected four (4) Class III director nominees to serve a three-year term expiring at the Company's 2028 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal:

Name of Director Nominee	Number of Shares Voted "For"	Number of Shares Voted "Against"	Abstentions	Broker Non-Votes
Gregg A. Bexten	2,997,415	28,722	90,213	1,355,626
Shawna M. Hettinger	2,641,984	347,801	126,565	1,355,626
Kevin L. Riley	2,898,455	92,682	125,213	1,355,626
David T. Turner	2,910,789	115,349	90,213	1,355,626

Proposal 2: Ratification and Approval of Independent Registered Public Accounting Firm. Hawthorn's shareholders ratified the appointment of Forvis Mazars, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025:

Number of Shares Voted "For"	Number of Shares Voted "Against"	Abstentions	Broker Non-Votes
4,292,084	86,725	93,167	0

Proposal 3: Advisory (Non-binding) Vote to Approve Executive Compensation. Hawthorn's shareholders approved the compensation of the Company's executives disclosed in the proxy statement:

Number of Shares Voted "For"	Number of Shares Voted "Against"	Abstentions	Broker Non-Votes
2,903,327	86,075	126,948	1,355,626

Additional information regarding the matters voted on at the 2025 Annual Meeting is contained in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025.

Item 8.01 Other Events.

On June 5, 2025, Hawthorn Bancshares, Inc. announced that its Board of Directors approved a new Common Stock Repurchase Program. A copy of the press release relating to such announcement is attached to this report as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No	Description
99.1	Press release, dated June 5, 2025, issued by Hawthorn Bancshares, Inc.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 5, 2025 Hawthorn Bancshares, Inc. By: /s/ Brent M. Giles       Name: Brent M. Giles      Title: Chief Executive Officer

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EX-99.1

Exhibit 99.1

Hawthorn Bancshares Announces New Common Stock Repurchase Program

Jefferson City, MO — June 5, 2025 — Hawthorn Bancshares, Inc. (NASDAQ: HWBK), (the “Company”), the bank holding company for Hawthorn Bank, announced that its Board of Directors approved a new common stock repurchase program authorizing the repurchase of up to $10.0 million in market value of the Company’s common stock. The new common stock repurchase program replaces the Company’s prior common stock repurchase program.

Management was given discretion to determine the number and pricing of the shares to be purchased, as well as, the timing of any such purchases. The timing and total amount of stock repurchases will depend upon market and other conditions and may be made from time to time in open market purchases or privately negotiated transactions. The program has no termination date, may be suspended or discontinued at any time and does not obligate the Company to acquire any amount of common stock.

The repurchased shares will be held in treasury and may be used by the Company for general corporate purposes, including stock-based employee benefit plans and stock dividends. It is expected that the stock repurchases will be funded by cash generated through cash on hand, operations and other sources. At June 3, 2025, the Company had 6,946,656 common shares outstanding.

About Hawthorn Bancshares, Inc.

Hawthorn Bancshares, Inc., a financial-bank holding company headquartered in Jefferson City, Missouri, is the parent company of Hawthorn Bank, which has served families and businesses for more than 150 years. Hawthorn Bank has multiple locations, including in the greater Kansas City metropolitan area, Jefferson City, Columbia, Springfield, and Clinton.

Contact:

Hawthorn Bancshares, Inc.
Brent M. Giles

Chief Executive Officer

TEL: 573.761.6100
www.HawthornBancshares.com

Statements made in this press release that suggest Hawthorn Bancshares' or management's intentions, hopes, beliefs, expectations, or predictions of the future include "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. It is important to note that actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those projected in such forward-looking statements is contained from time to time in the company's quarterly and annual reports filed with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this communication, and the Company disclaims any obligation to update any forward-looking statement or to publicly announce the results of any revisions to any of the forward-looking statements included herein, except as required by law.

XML

Cover Page	Apr. 24, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 03, 2025
Entity Registrant Name	Hawthorn Bancshares, Inc.
Entity Incorporation, State or Country Code	MO
Entity File Number	0-23636
Entity Tax Identification Number	43-1626350
Entity Address, Address Line One	132 East High Street
Entity Address, Address Line Two	PO Box 688
Entity Address, City or Town	Jefferson City
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	65102
City Area Code	573
Local Phone Number	761-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	HWBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000893847
Amendment Flag	false