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  4. [Form 4] HAWTHORN BANCSHARES, INC. Insider Trading Activity

Hawthorn Bancshares (HWBK) director receives 500-share RSU equity award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Holtaway Jonathan reported acquisition or exercise transactions in this Form 4 filing.

Hawthorn Bancshares director Jonathan Holtaway received a grant of 500 shares of Common Stock as restricted stock units (RSUs). The RSUs were awarded at no cash cost to him and were granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan as equity compensation.

The RSUs will fully vest on June 2, 2027, provided he continues to serve through that date. After this filing, Holtaway holds 500 shares directly from this grant, while additional indirect holdings are reported through an IRA and the Ategra Community Financial Institution Fund, LP, where he notes his pecuniary interest is limited.

Positive

  • None.

Negative

  • None.
Insider Holtaway Jonathan
Role null
Type Security Shares Price Value
Grant/Award Common Stock 500 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 500 shares (Direct, null); Common Stock — 28,500 shares (Indirect, By IRA)
Footnotes (1)
  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. The reporting person serves as an owner and managing member of the general partner of Ategra Community Financial Institution Fund, LP (the "Fund"), as an owner, president and managing member of the registered investment advisor founded by the reporting person to manage the Fund, and as co-portfolio manager of the Fund. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
RSU grant size 500 shares Restricted stock units of Common Stock granted to director
RSU vesting date June 2, 2027 Full vesting date subject to continued service
Grant price $0.00 per share Reported transaction price for RSU award
Indirect fund holdings 342,390 shares Common Stock held by Ategra Community Financial Institution Fund, LP
Indirect IRA holdings 28,500 shares Common Stock held indirectly through IRA
Direct shares after grant 500 shares Direct Common Stock position from RSU grant
restricted stock units ("RSUs") financial
"Represents unvested restricted stock units ("RSUs") granted under the Hawthorn Bancshares, Inc. Equity Incentive Plan"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Equity Incentive Plan financial
"RSUs 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.
pecuniary interest financial
"The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein"
indirect ownership financial
"total_shares_following_transaction ... ownership_type": "indirect""
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Holtaway Jonathan
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/02/2026A500A$0500(1)D
Common Stock28,500IBy IRA
Common Stock342,390IBy Ategra Community Financial Institution Fund, LP(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. The reporting person serves as an owner and managing member of the general partner of Ategra Community Financial Institution Fund, LP (the "Fund"), as an owner, president and managing member of the registered investment advisor founded by the reporting person to manage the Fund, and as co-portfolio manager of the Fund. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Remarks:
/s/ Arla R. Surls, Attorney-in-Fact, for Jonathan D. Holtaway06/04/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Jonathan Holtaway report for HAWTHORN BANCSHARES (HWBK)?

Jonathan Holtaway reported an acquisition of 500 shares of Hawthorn Bancshares Common Stock as restricted stock units. These were granted as equity compensation and carry no purchase price, reflecting a standard award rather than an open-market stock purchase or sale.

How many Hawthorn Bancshares (HWBK) RSUs did Jonathan Holtaway receive and when do they vest?

He received 500 restricted stock units (RSUs), each settling in Hawthorn Bancshares Common Stock. According to the filing, these RSUs will fully vest on June 2, 2027, contingent on Holtaway’s continued service with the company through that vesting date.

Are Jonathan Holtaway’s new Hawthorn Bancshares (HWBK) shares an open-market purchase?

No, the 500 shares are a grant of restricted stock units, not an open-market purchase. The transaction is coded as an award under the company’s Equity Incentive Plan, with a reported price per share of $0.00, indicating compensation rather than a cash investment.

What indirect Hawthorn Bancshares (HWBK) holdings does Jonathan Holtaway report?

He reports indirect holdings of 342,390 shares through Ategra Community Financial Institution Fund, LP and 28,500 shares through an IRA. The filing notes he disclaims beneficial ownership of the fund’s shares except for his pecuniary interest in that investment vehicle.

What is the significance of the Ategra Community Financial Institution Fund, LP in Holtaway’s HWBK holdings?

Ategra Community Financial Institution Fund, LP holds 342,390 Hawthorn Bancshares shares reported as indirect holdings. Holtaway serves in multiple roles related to the fund but disclaims full beneficial ownership, stating he is only deemed to own shares to the extent of his pecuniary interest.