Form 8-K

8-K — HAWTHORN BANCSHARES, INC.

Accession: 0000893847-26-000056

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000893847

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — hwbk-20260429.htm (Primary)

EX-99.1 (q12026earnings-ex991326.htm)

EX-99.2 (q12026div-ex992326.htm)

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8-K

8-K (Primary)

Filename: hwbk-20260429.htm · Sequence: 1

hwbk-20260429

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 2.02 Results of Operations and Financial Condition.

On April 29, 2026, Hawthorn Bancshares, Inc. issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the press release is attached to this report as Exhibit 99.1.

The information set forth in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of Hawthorn Bancshares, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

On April 29, 2026, Hawthorn Bancshares, Inc. announced that its Board of Directors approved a quarterly cash dividend of $0.21 per common share. The dividend is payable on July 1, 2026 to shareholders of record at the close of business on June 15, 2026. A copy of the press release relating to such announcement is attached to this report as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

Exhibit No Description

99.1

Press release, dated April 29, 2026, issued by Hawthorn Bancshares, Inc. announcing its financial results for the three months ended March 31, 2026

99.2

Press release, dated April 29, 2026, issued by Hawthorn Bancshares, Inc. announcing cash dividends.

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: April 29, 2026

Hawthorn Bancshares, Inc.

By: /s/ Brent M. Giles

Name: Brent M. Giles

Title: Chief Executive Officer

EX-99.1

Filename: q12026earnings-ex991326.htm · Sequence: 2

Document

Exhibit 99.1

Hawthorn Bancshares Reports First Quarter 2026 Results

Jefferson City, MO — April 29, 2026 — Hawthorn Bancshares, Inc. (NASDAQ: HWBK), (the “Company”), the bank holding company for Hawthorn Bank, reported first quarter 2026 net income of $6.8 million, or earnings per diluted share (“EPS”) of $0.98.

First Quarter 2026 Results

•Net income improved $1.4 million, or 25.9%, to $6.8 million from the first quarter 2025 (the "prior year quarter") and the efficiency ratio improved to 60.46% compared to 66.64% for the prior year quarter

•EPS of $0.98, an improvement of $0.21 per share, or 27%, from the prior year quarter

•Net interest margin, fully taxable equivalent ("FTE") remained consistent in the first quarter 2026 at 4.07% compared to 4.03% for the fourth quarter 2025 (the "prior quarter”) and improved from 3.67% for the prior year quarter

•Provision for credit losses was $0.3 million lower than the prior quarter

•Return on average assets and equity of 1.49% and 15.41%, respectively

•Loans decreased $32.6 million, or 2.2%, and deposits decreased $35.8 million, or 2.3%, compared to the prior quarter

•Investments decreased $5.1 million, or 2.4%, compared to the prior quarter

•Credit quality remained stable with non-performing assets to total loans of 0.47% compared to 0.21% in the prior year quarter

•Remained "well capitalized" with total risk-based capital of 15.91%

•Book value per share was $25.58, an increase of $0.45, or 1.8%, compared to the prior quarter and $3.61, or 16.4%, compared to the prior year quarter

(unaudited)

$000, except per share data

March 31, December 31, March 31,

2026 2026 2025

Balance sheet information

Total assets $ 1,855,229 $ 1,894,850 $ 1,883,423

Loans held for investment 1,454,171 1,486,792 1,470,323

Investment securities 210,808 215,915 226,581

Deposits 1,518,316 1,554,149 1,543,888

Total stockholders’ equity 176,419 174,229 153,411

Market and per share data

Book value per share $ 25.58 $ 25.13 $ 21.97

Market price per share 33.69 34.88 28.23

Diluted earnings per share (QTR)

0.98 0.90 0.77

Financial Results for the First Quarter 2026

Earnings

Net income for the first quarter 2026 was $6.8 million, an increase of $0.59 million, or 9.6%, from the prior quarter, and an increase of $1.4 million, or 25.9%, from the prior year quarter. EPS improved to $0.98 for the first quarter 2026 compared to $0.90 for the prior quarter and $0.77 for the prior year quarter.

Net Interest Income and Net Interest Margin

Net interest income for the first quarter 2026 was $17.1 million, a decrease of $0.5 million from the prior quarter, and an increase of $1.8 million from the prior year quarter.

Interest income increased $0.9 million compared to the prior year quarter, driven primarily by higher rates on earning assets in the current quarter, while interest expense decreased $0.9 million compared to the prior year quarter due to lower costs on deposits and borrowings. Net interest margin, on an FTE basis, was 4.07% for the current quarter, compared to 4.03% for the prior quarter, and 3.67% for the prior year quarter.

The yield earned on average loans held for investment decreased to 6.11%, on an FTE basis, for the first quarter 2026, compared to 6.13% for the prior quarter and 5.89% for the prior year quarter.

The average cost of deposits was 2.15% for the first quarter 2026, compared to 2.23% for the prior quarter and 2.44% for the prior year quarter. Non-interest bearing demand deposits as a percent of total deposits was 28.0% as of March 31, 2026, compared to 27.3% and 27.7% at December 31, 2025 and March 31, 2025, respectively.

Non-interest Income

Total non-interest income for the first quarter 2026 was $4.4 million, an increase of $0.8 million, or 21.0%, from the prior quarter, and an increase of $0.9 million, or 25.3%, from the prior year quarter.

Non-interest Expense

Total non-interest expense for the first quarter 2026 was $13.0 million, a decrease of $0.3 million, or 2.2%, from the prior quarter, and an increase of $0.5 million, or 3.7%, from the prior year quarter.

The first quarter 2026 efficiency ratio was 60.46% compared to 62.64% and 66.64% for the prior quarter and prior year quarter, respectively. The improvement in the current quarter compared to the prior year quarter was primarily due to higher net interest margin and an increase in non-interest income.

Loans

Loans held for investment decreased $32.6 million, or 2.2%, annualized, to $1.45 billion as of March 31, 2026 compared to December 31, 2025, and decreased $16.2 million, or 1.1% annualized, from March 31, 2025.

Investments

Investments decreased $5.1 million, or 2.4%, to $210.8 million as of March 31, 2026 compared to December 31, 2025, and decreased $15.8 million, or 7.0%, from March 31, 2025.

Asset Quality

Non-performing assets to total loans was 0.47% at both March 31, 2026, and December 31, 2025, compared to 0.21% at March 31, 2025. Non-performing assets totaled $6.9 million at March 31, 2026, compared to $7.0 million and $3.1 million at December 31, 2025 and March 31, 2025, respectively. The increase in the current year quarter compared to the prior year quarter was due to an increase in non-accrual loans in residential real estate offset by a reduction in other real estate owned.

In the first quarter 2026, the Company had net loan charge-offs of $0.06 million, or 0.02% annualized, of average loans, compared to net loan charge-offs of $1.1 million, or 0.30% of average loans, and $0.02 million, or 0.005% annualized, of average loans, in the prior quarter and prior year quarter, respectively.

The Company provided a provision for credit losses of $0.1 million for the first quarter 2026 compared to providing a $0.4 million provision in the prior quarter, and releasing a $0.3 million provision for the prior year quarter.

The allowance for credit losses at March 31, 2026 was $20.9 million, or 1.44% of outstanding loans, and 308.25% of non-performing loans. At December 31, 2025, the allowance for credit losses was $21.1 million, or 1.42% of outstanding loans, and 307.52% of non-performing loans. At March 31, 2025, the allowance for credit losses was $21.8 million, or 1.48% of outstanding loans, and 885.01% of non-performing loans. The allowance for credit losses represents management’s best estimate of expected losses inherent in the loan portfolio and is commensurate with risks in the loan portfolio as of March 31, 2026 as determined by management.

Deposits

Total deposits at March 31, 2026 were $1.52 billion, a decrease of $35.8 million, or 2.3%, from December 31, 2025, and a decrease of $25.6 million, or 1.7% annualized, from March 31, 2025. The decrease in deposits at March 31, 2026 as compared to March 31, 2025 was a result of decreases in savings, interest checking and money market accounts.

Capital

The Company maintains its “well capitalized” regulatory capital position. At March 31, 2026, capital ratios were as follows: total risk-based capital to risk-weighted assets 15.91%; tier 1 capital to risk-weighted assets 14.66%; common equity tier 1 11.61%; tier 1 leverage 12.40%; and common equity to assets 9.51%.

Pursuant to the Company's Repurchase Plan, management is given discretion to determine the number and pricing of the shares to be purchased under the plan, as well as the timing of any such purchases. The Board of Directors amended the plan on June 3, 2025 to increase the authorized repurchase limit to $10 million. The Company repurchased 12,000 common shares under the repurchase plan during the first three months of 2026 at an average cost of $32.68 per share totaling $0.4 million. As of March 31, 2026, $8.0 million remains available for share repurchases pursuant to the plan.

On April 29, 2026, the Company's Board of Directors approved a quarterly cash dividend of $0.21 per common share, payable July 1, 2026 to shareholders of record at the close of business on June 15, 2026.

[Tables follow]

FINANCIAL SUMMARY

(unaudited)

$000, except per share data

Three Months Ended

March 31, December 31, March 31,

Statement of income information: 2026 2026 2025

Total interest income $ 24,394 $ 25,286 $ 23,458

Total interest expense 7,292 7,707 8,164

Net interest income 17,102 17,579 15,294

Provision for (release of) credit losses 73 376 (340)

Non-interest income 4,338 3,585 3,463

Investment securities gains (losses), net 5 15 (2)

Non-interest expense 12,963 13,258 12,499

Pre-tax income 8,409 7,545 6,596

Income taxes 1,633 1,360 1,213

Net income $ 6,776 $ 6,185 $ 5,383

Earnings per share:

Basic: $ 0.98 $ 0.90 $ 0.77

Diluted: $ 0.98 $ 0.90 $ 0.77

FINANCIAL SUMMARY (continued)

(unaudited)

$000

As of or for the three months ended

March 31, December 31, March 31,

2026 2026 2025

Performance Ratios

Return on average assets 1.49 % 1.33 % 1.20 %

Return on average common equity 15.41 14.47 14.29

Net interest margin (FTE) 4.07 4.03 3.67

Efficiency ratio 60.46 62.64 66.64

Asset Quality Ratios

Non-performing loans (a) $ 6,791 $ 6,865 $ 2,461

Non-performing assets 6,855 6,963 3,129

Net charge-offs 58 1,122 18

Net charge-offs to average loans (b) 0.02 % 0.30 % 0.00 %

Allowance for credit losses to total loans 1.44 1.42 1.48

Non-performing loans to total loans 0.47 0.46 0.17

Non-performing assets to loans 0.47 0.47 0.21

Non-performing assets to total assets 0.37 0.37 0.17

Allowance for credit losses on loans to non-performing loans 308.25 307.52 885.01

Capital Ratios

Average stockholders' equity to average total assets 9.67 % 9.16 % 8.42 %

Period-end stockholders' equity to period-end assets 9.51 9.19 8.15

Total risk-based capital ratio 15.91 15.49 14.94

Tier 1 risk-based capital ratio 14.66 14.24 13.69

Common equity Tier 1 capital 11.61 11.23 10.64

Tier 1 leverage ratio 12.40 12.12 11.64

(a)Non-performing loans include loans 90-days past due and accruing and non-accrual loans.

(b)Annualized

About Hawthorn Bancshares

Hawthorn Bancshares, Inc., a 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.

Contact:

Hawthorn Bancshares, Inc.

Brent M. Giles

Chief Executive Officer

TEL: 573.761.6100

www.HawthornBancshares.com

The financial results in this press release reflect preliminary, unaudited results, which are not final until the Company's Quarterly Report on Form 10-Q is filed. Statements made in this press release that suggest the Company's 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 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.

EX-99.2

Filename: q12026div-ex992326.htm · Sequence: 3

Document

Exhibit 99.2

Hawthorn Bancshares Announces Cash Dividend

Jefferson City, MO. — April 29, 2026 — Hawthorn Bancshares, Inc. (NASDAQ: HWBK) announced today that its Board of Directors approved a quarterly cash dividend of $0.21 per common share. The dividend is payable on July 1, 2026 to shareholders of record at the close of business on June 15, 2026.

About Hawthorn Bancshares, Inc.

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 the Company's 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 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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Apr. 29, 2026

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Hawthorn Bancshares, Inc.

Entity Incorporation, State or Country Code

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Entity Address, Address Line One

132 East High Street

Entity Address, Address Line Two

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