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Hawthorn Bancshars Inc. 8-K Filings

HWBK NASDAQ

Every 8-K that Hawthorn Bancshars Inc. (HWBK) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow HWBK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HWBK filings page.

Rhea-AI Summary

Hawthorn Bancshares, Inc. (HWBK) reported under an Other Events item the passing of board member Jonathan “Jon” Holtaway. He passed away on September 4, 2026 at age 55 and had served on the boards of Hawthorn Bancshares and Hawthorn Bank since 2019.

The company highlights his contributions in strategic planning, mergers and acquisitions, equity valuation and corporate governance, as well as his leadership experience as President of Ategra Capital Management. Hawthorn Bancshares notes that its board, management and employees extend condolences to his family, friends and colleagues.

Rhea-AI Summary

Hawthorn Bancshares, Inc. (HWBK) completed its acquisition of FSC Bancshares, Inc. and its subsidiary Farmers State Bank on September 3, 2026. A two‑step merger structure was used: Hawthorn’s merger subsidiary first merged into FSC, which then merged into Hawthorn, followed by the merger of Farmers State Bank into Hawthorn Bank.

Each share of FSC common stock at the effective time was converted into the right to receive $73.7099 in cash plus 2.1823 shares of Hawthorn common stock, with additional cash paid in lieu of fractional shares. Aggregate consideration to FSC shareholders consisted of 413,101 Hawthorn shares and $13,953,000 in cash, plus cash for fractional shares.

The Hawthorn shares issued in the merger were registered on a Form S‑4 that was declared effective by the SEC in July 2026. Following the transaction, the combined company has approximately $2.2 billion in total assets, and Hawthorn expects customer conversion of Farmers State Bank to the Hawthorn platform in the first quarter of 2027.

Rhea-AI Summary

Hawthorn Bancshares, Inc. reported strong second quarter 2026 results, with net income of $7.3 million and diluted EPS of $1.06. Net income rose 27.6% from the prior quarter and 20.1% from a year earlier, as net interest income increased to $17.3 million and net interest margin (FTE) expanded to 4.16% from 4.07% in the prior quarter and 3.89% a year ago. Non-interest income jumped to $5.3 million, helped by a gain on the sale of a former administrative office, while the efficiency ratio improved to 60.66% from 64.29%.

Loans held for investment declined 2.6% from March 31, 2026 to $1.42 billion, and total deposits fell 2.0% to $1.49 billion, while investment securities grew 12.0% to $236.2 million. Asset quality metrics softened but remained relatively low, with non-performing assets of $7.5 million, or 0.53% of loans, and an allowance for credit losses of $20.7 million, equal to 1.46% of loans and 311.50% of non-performing loans. Regulatory capital stayed well above minimums, including a total risk-based capital ratio of 16.40%. The board increased the share repurchase authorization to $10 million, with $8.0 million remaining, and approved a quarterly dividend of $0.21 per share, payable October 1, 2026.

Rhea-AI Summary

Hawthorn Bancshares, Inc. has provided an update on its planned acquisition of FSC Bancshares, Inc. under an Agreement and Plan of Reorganization dated April 29, 2026. As of July 10, 2026, Hawthorn Bancshares and its subsidiary Hawthorn Bank have received all required regulatory approvals and non-objections needed to complete the transaction.

The combination still depends on approval by FSC Bancshares’ shareholders and the satisfaction or waiver of other customary closing conditions, and is expected to be completed in the third quarter of 2026. The communication includes extensive forward-looking statement cautions and directs investors to a Registration Statement on Form S-4 and related proxy statement/prospectus and SEC filings for detailed information about the proposed transaction and associated risks.

Rhea-AI Summary

Hawthorn Bancshares, Inc. reported results from its 2026 annual shareholder meeting and a new director equity arrangement. Shareholders representing 5,116,853 common shares, or 74.27% of those entitled to vote, were present or represented by proxy. They elected four Class I directors to terms expiring at the 2029 annual meeting, ratified Forvis Mazars, LLP as independent auditor for 2026, and approved executive compensation in a non-binding advisory vote. Investors also supported holding future advisory votes on executive pay every one year. Separately, the board approved a standard restricted stock unit agreement under the company’s Equity Incentive Plan for annual awards to non-employee directors, with RSUs vesting on the first anniversary of grant if service continues.

Rhea-AI Summary

Hawthorn Bancshares, Inc. filed an amended report to revise its preliminary first‑quarter 2026 results after reclassifying a $1.2 million gain on a March 2026 sale‑leaseback as a financing obligation. This change reduced previously reported net income by $1.1 million and cut earnings per share by $0.15 for the quarter.

For the final first‑quarter 2026 figures, Hawthorn reported net income of $5.7 million, or diluted EPS of $0.83, up from $0.77 a year earlier. Net interest margin (fully tax‑equivalent) improved to 4.07% from 3.67% in the prior‑year quarter, while the efficiency ratio improved to 64.29% from 66.64%. Loans and deposits declined modestly from the prior quarter, but credit quality indicators remained solid, with non‑performing assets at 0.47% of loans and total risk‑based capital at 15.84%, keeping the bank in a well‑capitalized position.

Rhea-AI Summary

Hawthorn Bancshares, Inc. is acquiring FSC Bancshares, Inc., parent of Farmers State Bank, in a cash and stock transaction valued at approximately $28.3 million based on Hawthorn’s share price of $34.57 on April 28, 2026.

FSC shareholders will receive 413,101 shares of Hawthorn common stock and $14.0 million in cash, plus cash in lieu of fractional shares. Based on March 31, 2026 data, the combined company is expected to have about $2.2 billion in assets, $1.7 billion in loans and $1.9 billion in deposits, adding roughly $384 million of assets and nine branches in northern Missouri.

Hawthorn expects the deal to increase earnings per share by about 20% on a fully phased-in basis, with tangible book value dilution of roughly 9.8% and an earnback period of about three years. The merger, unanimously approved by both boards, is expected to close in the third quarter of 2026, subject to shareholder and regulatory approvals and other customary conditions.

Rhea-AI Summary

Hawthorn Bancshares, Inc. appointed Grant T. Burcham to the boards of both the Company and its subsidiary Hawthorn Bank, effective April 29, 2026. He was elected as a Class III director and will serve until the Company’s 2028 annual meeting of shareholders, continuing until a successor is elected.

The boards increased their size by one seat each to add Burcham. The Company states there is no arrangement or understanding with any person regarding his selection and no related-party transactions requiring disclosure. Burcham is an experienced Kansas City–based investor and former community banking leader with more than three decades of executive experience.

Rhea-AI Summary

Hawthorn Bancshares reported strong first quarter 2026 results and announced a cash dividend. Net income was $6.8 million, up 25.9% from a year earlier, with diluted EPS rising to $0.98. Return on average assets was 1.49% and return on average equity was 15.41%, reflecting improved profitability.

Net interest income was $17.1 million and the net interest margin (FTE) improved to 4.07%, while the efficiency ratio strengthened to 60.46%. Loans were $1.45 billion and deposits $1.52 billion as of March 31, 2026, with non-performing assets at 0.47% of loans and the bank remaining well capitalized, including a total risk-based capital ratio of 15.91%.

The Board approved a quarterly cash dividend of $0.21 per common share, payable July 1, 2026 to shareholders of record on June 15, 2026, underscoring ongoing capital return to shareholders.

Rhea-AI Summary

Hawthorn Bancshares, Inc. reported its financial results for the fourth quarter and full year ended December 31, 2025, via a press release furnished as an exhibit. The company also announced that its Board of Directors approved a quarterly cash dividend of $0.21 per common share.

The new $0.21 dividend represents an increase of $0.01 per share, or 5%, from the previous quarterly dividend. It is payable on April 1, 2026 to shareholders of record at the close of business on March 15, 2026, signaling a modest step-up in cash returns to shareholders.

Rhea-AI Summary

Hawthorn Bancshares, Inc. (HWBK) filed an 8-K stating it furnished a press release with financial results for the three and nine months ended September 30, 2025, and announced a quarterly cash dividend.

The Board approved a $0.20 per common share dividend, payable January 1, 2026 to shareholders of record at the close of business on December 15, 2025. The earnings press release is provided as Exhibit 99.1, and the dividend announcement as Exhibit 99.2. The results information is furnished, not filed, under Item 2.02.