[8-K] Hawthorn Bancshars Inc. Reports Material Event

Rhea-AI Filing Summary

Form 3 highlights for Indigo Acquisition Corp. (INACU): CEO, Director and ≥10% owner James S. Cassel has filed his initial beneficial-ownership statement dated 30 Jun 2025. The securities are held indirectly through Indigo Sponsor Group, LLC, where Mr. Cassel is a managing member.

• Ordinary shares: 2,214,286 beneficially owned, including 229,286 shares embedded in the sponsor’s IPO units.
• Derivative rights: 22,929 SPAC “rights” that automatically convert into 1/10 of one ordinary share each upon the closing of the company’s first business combination (effectively 2,293 additional shares at zero exercise price).
• Ownership form: Indirect (I) via the sponsor entity; Cassel disclaims beneficial ownership beyond his pecuniary interest.
• Roles: CEO, Director, and controlling insider (≥10% ownership).

No purchase or sale took place—this is a disclosure of existing holdings required at or shortly after the SPAC’s IPO. The filing signals meaningful insider alignment but does not, by itself, alter capital structure or guidance.

Positive

• Strong insider alignment: CEO indirectly owns >2.2 M shares, indicating commitment to the SPAC’s success.

Negative

• Ownership concentration: Sponsor control may limit minority influence during the future business-combination vote.

Insights

Securities Analyst

TL;DR — Initial Form 3 shows CEO holds ~2.2 M SPAC shares plus conversion rights; no transactional impact.

The disclosure confirms that Mr. Cassel, through the sponsor, controls roughly 20-22 % of Indigo Acquisition Corp.’s outstanding 10 M pre-IPO shares, aligning his incentives with public holders. The additional 22,929 rights have negligible dilution (<0.25 %) and zero cash cost. Because this is standard SPAC sponsor structure already described in the prospectus, market impact should be neutral.

Corporate Governance Expert

TL;DR — Filing formalizes insider status; no governance red flags detected.

Form 3 confirms that the sponsor vehicle, managed by the CEO, retains significant control. This concentration is typical for SPACs but increases the importance of independent director oversight during the de-SPAC process. No new arrangements, pledges or derivative leverage are disclosed.

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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): July 30, 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 2.02 Results of Operations and Financial Condition.

On July 30, 2025, Hawthorn Bancshares, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2025. 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 July 30, 2025, Hawthorn Bancshares, Inc. announced that its Board of Directors approved a quarterly cash dividend of $0.20 per common share, payable October 1, 2025 to shareholders of record at the close of business on September 15, 2025. 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 July 30, 2025, issued by Hawthorn Bancshares, Inc. announcing its financial results for the three and six months ended June 30, 2025.
99.2			Press release, dated July 30, 2025, 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

2

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: July 30, 2025 Hawthorn Bancshares, Inc. By: /s/ Brent M. Giles       Name: Brent M. Giles      Title: Chief Executive Officer

3

FAQ

How many Indigo Acquisition Corp. (INACU) shares does CEO James S. Cassel own?

2,214,286 ordinary shares held indirectly via Indigo Sponsor Group, LLC.

What derivative securities are disclosed in the Form 3?

22,929 SPAC rights that convert into 1/10 of one ordinary share each at the de-SPAC closing, effectively ~2,293 shares.

Is the ownership direct or through an entity?

All securities are held indirectly through Indigo Sponsor Group, LLC, where Mr. Cassel is managing member.

Does this filing indicate a purchase or sale of INACU securities?

No. Form 3 is an initial ownership statement; it reports existing holdings, not new transactions.

Why is James S. Cassel classified as a 10% owner?

His indirect holdings exceed the 10 % threshold of INACU’s outstanding shares, triggering 16(a) reporting obligations.