Hawthorn director granted 500 RSUs in Form 4

HAWTHORN BANCSHARES, INC. director Kevin L. Riley reported an equity compensation grant and updated his holdings.

Accepted by SEC EDGAR 06/04/2026 - 12:48 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

HAWTHORN BANCSHARES, INC. director Kevin L. Riley reported an equity compensation grant and updated his holdings. He received 500 restricted stock units (RSUs) that can be settled only in Common Stock, awarded at $0.00 per share as a grant or award acquisition.

According to the footnote, these RSUs will fully vest on June 2, 2027, subject to his continued service through that date. After this grant, he holds 500 shares directly linked to this award and also reports 36,645.673 shares of Common Stock held indirectly through a trust. This filing reflects routine, compensation-related equity awards rather than open‑market buying or selling.

Insider Trade Summary

Grant/Award: 500 shares

Grant/Award 1 txn

Insider RILEY KEVIN L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	500	$0.00	$0.00
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 500 shares (Direct); Common Stock — 36,645.673 shares (Indirect, Trust)

Holdings Before and After: Common Stock, 0 to 500 shares (Direct)

Footnotes (1)

1. F1. Represents unvested restricted stock units ("RSUs") granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan that can be settled only in shares of Common Stock. The RSUs will fully vest on June 2, 2027, subject to the reporting person's continued service through the vesting date.

Key Figures

RSU grant size: 500 units Grant price: $0.00 per share Direct shares after grant: 500 shares +2 more

5 metrics

RSU grant size 500 units Restricted stock units granted to Kevin L. Riley

Grant price $0.00 per share Price per share for the RSU award

Direct shares after grant 500 shares Total Common Stock directly owned following the RSU award

Indirect trust holdings 36,645.673 shares Common Stock held indirectly through a trust

RSU vesting date June 2, 2027 Full vesting date subject to continued service

Key Terms

restricted stock units, Equity Incentive Plan, indirect, Trust, +1 more

5 terms

restricted stock units financial

"Represents unvested restricted stock units ("RSUs") granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Equity Incentive Plan financial

"granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan that can be settled only in shares"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

indirect financial

"total_shares_following_transaction: 36645.6730 ... ownership_type: "indirect" ... nature_of_ownership: "Trust""

Trust financial

"direct_or_indirect: "I" ... nature_of_ownership: "Trust""

A trust is a legal setup in which one party (the trustee) holds and manages assets—like cash, stocks or property—on behalf of other people (beneficiaries) according to instructions from the person who created it (the grantor). Think of it as a locked box with a keyholder who must follow written rules; for investors it matters because trusts influence who controls and benefits from assets, affect taxes and succession, and can change how quickly or transparently shares are bought, sold or voted.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition" for the 500.0000-share entry"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Hawthorn Bancshares (HWBK) director Kevin L. Riley report in this Form 4?

Kevin L. Riley reported a new equity grant and his holdings. He received 500 restricted stock units at no cost and disclosed 36,645.673 Hawthorn Bancshares common shares held indirectly through a trust, updating his direct and indirect ownership positions.

How many Hawthorn Bancshares (HWBK) RSUs did Kevin L. Riley receive?

Kevin L. Riley received 500 restricted stock units. The RSUs were granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan at a price of $0.00 per share and will be settled only in shares of Common Stock upon vesting.

When do Kevin L. Riley’s Hawthorn Bancshares (HWBK) RSUs vest?

The RSUs fully vest on June 2, 2027. Vesting is conditioned on Riley’s continued service through the June 2, 2027 vesting date, as described in the footnote to the Form 4 detailing this equity incentive award.

What indirect Hawthorn Bancshares (HWBK) holdings does Kevin L. Riley report?

Riley reports 36,645.673 shares held indirectly via a trust. These Common Stock shares are classified as indirect ownership with the nature of ownership listed as “Trust,” reflecting his beneficial interest through that entity.

Was Kevin L. Riley’s Hawthorn Bancshares (HWBK) grant an open-market purchase?

No, the Form 4 shows a grant, not an open-market buy. The transaction code is A, described as a grant, award, or other acquisition, and the 500 RSUs were issued at $0.00 per share as equity compensation.

What plan governs Kevin L. Riley’s new Hawthorn Bancshares (HWBK) RSUs?

The award is under the Hawthorn Bancshares, Inc. Equity Incentive Plan. The footnote states the 500 RSUs were granted pursuant to this plan and can be settled only in shares of Hawthorn Bancshares Common Stock upon vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RILEY KEVIN L

(Last) (First) (Middle)

C/O HAWTHORN BANCSHARES, INC.

132 EAST HIGH STREET, PO BOX 688

(Street)

JEFFERSON CITY MISSOURI 65102

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HAWTHORN BANCSHARES, INC. [ HWBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/02/2026		A		500	A	$0	500(1)	D
Common Stock								36,645.673	I	Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents unvested restricted stock units ("RSUs") granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan that can be settled only in shares of Common Stock. The RSUs will fully vest on June 2, 2027, subject to the reporting person's continued service through the vesting date.

Remarks:

	/s/ Arla R. Surls, Attorney-in-Fact, for Kevin L. Riley	06/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)