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): December 18, 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 8.01 Other Events.

On December 18, 2023, Hawthorn Bancshares, Inc. (the "Company') issued a press release regarding the execution of a balance sheet repositioning strategy related to its available-for-sale investment securities portfolio. A copy of the press release relating to such announcement is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit No			Description

99.1			Press release, dated December 1 8 , 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: December 18, 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. REPOSITIONS BALANCE SHEET

Jefferson City, MO – December 18, 2023 – Hawthorn Bancshares, Inc. (NASDAQ: HWBK) (the "Company"), the parent company of Hawthorn Bank (the "Bank"), implemented a balance sheet repositioning strategy of its portfolio of available-for-sale investment securities.

The Bank sold $83.7 million in book value of investment securities, with an average yield of 1.57%, for an after-tax realized loss of $9.1 million. Investment securities sold included $1.0 million of U.S. Treasury securities, $57.1 million of mortgage-backed securities, $20.5 million U.S. Government-sponsored agencies, and $5.1 million of municipal securities. The proceeds will be reinvested in assets with higher yields and to pay down borrowings.

CEO Brent Giles stated, " We elected to proactively reposition our securities portfolio during the fourth quarter, which we expect to be accretive to earnings, net interest margin and return on assets in future periods".

The loss on the sale of securities is expected to have a neutral impact on the Company's consolidated shareholders' equity and tangible book value per share. After the repositioning, the Bank's regulatory capital levels remained well above those required to be categorized as well-capitalized.

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, and include those relating to the Company's balance sheet repositioning and the expected effects thereof. It is important to note that actual results could differ materially from those projected in such forward-looking statements. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors: competitive pressures in the banking industry; changes in the interest rate environment; general economic conditions; changes in the quality of the Company's loans and other assets; legislative, regulatory or tax law changes; credit and market risks relating to increasing inflation; changes in the securities markets and the value of the Company's investments; changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; and the Company's ability to maintain sufficient liquidity, primarily through deposits, in light of recent events in the banking industry.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	Dec. 18, 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