Form 8-K - Current report

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): October 25, 2023

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 27, 2023, Hawthorn Bancshares, Inc. (the "Company') announced that Douglas T. Eden has been elected to serve on both the Company's and Hawthorn Bank's board of directors effective October 25, 2023.

There is no arrangement or understanding between Mr. Eden and any other person pursuant to which Mr. Eden was selected to serve as a director of the Company. The Company is not aware of any transactions involving Mr. Eden that are reportable under Item 404(a) of Regulation S-K.

Mr. Eden will be eligible to receive compensation for his service as a director in accordance with the Company's standard arrangements for non-employee directors of the Company, which arrangements are described under the heading "Director Compensation" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2023.

In addition to Mr. Eden, the Company's board of directors includes Executive Chairman, David T. Turner, Chief Executive Officer, Brent M. Giles, President, Gregg A. Bexten, Kathleen L. Bruegenhemke and independent directors Frank E. Burkhead, Philip D. Freeman, Shawna M. Hettinger, Jonathan D. Holtaway, Kevin L. Riley, Jonathan L. States and Gus S. Wetzel, III. The Company's advisory directorate is composed of Charles G. Dudenhoeffer, Jr. and Dr. Gus S. Wetzel, II.

Item 7.01 Regulation FD.

On October 27, 2023, the Company issued a press release announcing certain of the matters disclosed above under Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.


Exhibit No			Description

99.1			Press release, dated October 2 7 , 2023, issued by Hawthorn Bancshares, Inc.
104			Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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: October 27, 2023			Hawthorn Bancshares, Inc. By: /s/ Brent M. Giles Name: Brent M. Giles Title: Chief Executive Officer

Exhibit 99.1

For More Information Contact:

Brent Giles

(573) 761-6100

HAWTHORN BANCSHARES, INC. ANNOUNCES DIRECTORATE APPOINTMENT

Jefferson City, MO – October 27, 2023 – Hawthorn Bancshares, Inc. (NASDAQ: HWBK), the parent company of Hawthorn Bank, announced today that Douglas T. Eden has been appointed independent, non-executive director to both Hawthorn Bancshares and Hawthorn Bank’s board of directors effective October 25, 2023.

“We are pleased to welcome Mr. Eden to the board of directors and are confident that his experience and knowledge will expand the diversification of perspectives across our Board,” said Brent Giles, Chief Executive Officer of Hawthorn Bank and Hawthorn Bancshares, Inc.

Mr. Eden is currently the Principal and Investment Advisor Representative of Eden Capital Management, LLC based in Lakewood Ranch, Florida. Mr. Eden earned his Bachelor’s Degree in Economics from The Wharton School of the University of Pennsylvania in 1992 and worked in the Property & Casualty Insurance Industry for 24 years serving as Senior Vice President with CNA Financial (NYSE: CNA) in Chicago, Illinois, Senior Vice President with The Main Street America Group in Jacksonville, Florida and Executive Vice President with Selective Insurance Company (NASDAQ: SIGI) in Branchville, New Jersey. Mr. Eden is an active investor, privately managing assets for more than 25 years and from 2012-2014 he served on the Investment Committee of the Main Street America Group with oversight of the Property & Casualty insurer's $2 Billion investment portfolio.

About Hawthorn Bancshares, Inc.

Hawthorn Bancshares, Inc. (NASDAQ: HWBK), a financial-bank holding company headquartered in Jefferson City, Missouri, is the parent company of Hawthorn Bank. With $1.9 billion in assets, Hawthorn Bank is a full-service bank offering a wide range of financial services to commercial and retail clients. It operates 20 branches and approximately 40 ATMs located in Missouri communities in and surrounding Jefferson City, Columbia, Clinton, Warsaw, Springfield and the greater Kansas City metropolitan area.

Contact:

Hawthorn Bancshares, Inc.
Brent M. Giles, Chief Executive Officer

bgiles@hawthornbank.com

573.761.6100
Source: Hawthorn Bancshares, Inc.

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.

Cover Page	Sep. 20, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 25, 2023
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