Form 8-K

8-K — HAWTHORN BANCSHARES, INC.

Accession: 0000893847-26-000057

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000893847

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Documents

8-K — hwbk-20260429.htm (Primary)

EX-99.1 (ex9914-29x26.htm)

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8-K

8-K (Primary)

Filename: hwbk-20260429.htm · Sequence: 1

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0000893847FALSE00008938472026-04-292026-04-29

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): April 29, 2026

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 April 29, 2026, Hawthorn Bancshares, Inc. (the "Company") announced that the board of directors of each of the Company and Hawthorn Bank increased their respective sizes by one member, and appointed Grant T. Burcham to serve on both the Company's and Hawthorn Bank's board of directors to fill such newly created vacancies, in each case, effective April 29, 2026. Mr. Burcham was elected as a Class III director on the Company's board of directors, and he will hold office for a term expiring at the Company’s 2028 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier resignation or removal.

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

Mr. Burcham 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 17, 2026.

Item 7.01 Regulation FD.

On April 29, 2026, 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 April 29, 2026, issued by Hawthorn Bancshares, Inc.

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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: April 29, 2026

Hawthorn Bancshares, Inc.

By: /s/ Brent M. Giles

Name: Brent M. Giles

Title: Chief Executive Officer

EX-99.1

Filename: ex9914-29x26.htm · Sequence: 2

Document

Exhibit 99.1

Hawthorn Bancshares, Inc. Announces Appointment of Grant Burcham to its Board of Directors.

Jefferson City, MO — April 29, 2026 — Hawthorn Bancshares, Inc. (NASDAQ: HWBK), (the “Company”), announced today that Grant Burcham has been appointed to the Board of Directors of the Company and its subsidiary, Hawthorn Bank, effective April 29, 2026. Mr. Burcham was elected as a Class III director on the Company's board of directors, and he will hold office for a term expiring at the Company’s 2028 annual meeting of shareholders.

Burcham is a Kansas City–based investor, entrepreneur, and former community banking leader with more than three decades of executive experience. He currently serves as Managing Partner of Big Bear Ventures and Chairman of CyTek Corporation, a managed IT and cybersecurity services provider. Burcham previously spent 34 years at Missouri Bank & Trust (“mobank”), where he served as Chairman and CEO and led the bank’s impressive growth before its sale to BOK Financial in 2016. From 2018 until recently, Burcham served on the board of directors for Country Club Bank.

Burcham is focused on private investment, mentorship, and board leadership, playing an active role in the regional business community. He acquired CyTek in 2021 and helped transform it into a fast-growing technology company. Burcham has been recognized as Ernst & Young’s Entrepreneur of the Year and named to the Kansas City Business Journal’s Power 100.

“We are excited to welcome Grant to our board,” said Brent Giles, Chief Executive Officer of Hawthorn Bancshares, Inc. “He brings a rare combination of entrepreneurial vision and operational discipline. His experience running and growing mobank and his success as an investor make him an ideal addition to our board.”

“I’m excited to join the board and support Hawthorn’s continued growth. This is a talented team with a clear vision, and I look forward to contributing my experience as they build on their momentum,” said Burcham.

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 160 years. Hawthorn Bank has multiple locations, including in the greater Kansas City metropolitan area, Jefferson City, Columbia, Springfield, and Clinton.

Exhibit 99.1

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.

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