Hawthorn Bancshares director granted 500 RSUs

FREEMAN PHILIP D reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 06/04/2026 - 12:51 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

FREEMAN PHILIP D reported acquisition or exercise transactions in this Form 4 filing.

Hawthorn Bancshares director Philip D. Freeman reported an equity award and updated holdings. He received 500 shares of Common Stock as a grant under the Hawthorn Bancshares, Inc. Equity Incentive Plan, represented by unvested restricted stock units that can be settled only in Common Stock.

The RSUs will fully vest on June 2, 2027, if he continues to serve through that date. After this grant, Freeman holds 500 shares directly and 98,683.79 shares indirectly through a trust, reflecting both his new award and existing indirect ownership.

Insider Trade Summary

Grant/Award: 500 shares

Grant/Award 1 txn

Insider FREEMAN PHILIP D

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 — 98,683.79 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 shares Grant price per share: $0.00 per share Vesting date: June 2, 2027 +4 more

7 metrics

RSU grant size 500 shares Restricted stock units granted as Common Stock award

Grant price per share $0.00 per share Equity Incentive Plan award price

Vesting date June 2, 2027 RSUs fully vest subject to continued service

Direct holdings after grant 500 shares Total Common Stock directly owned post-transaction

Indirect trust holdings 98,683.79 shares Common Stock held indirectly through a trust

Acquire transactions 1 transaction Grant, award, or other acquisition recorded

Holding entries 1 entry Indirect trust position reported as holding

Key Terms

restricted stock units, Equity Incentive Plan, indirect ownership, 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

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

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 ownership financial

"total_shares_following_transaction 98,683.7900 with ownership_type indirect and nature_of_ownership Trust"

trust financial

"direct_or_indirect I and nature_of_ownership Trust for the 98,683.79 shares of Common Stock"

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-share Common Stock transaction"

FAQ

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

What insider transaction did Hawthorn Bancshares (HWBK) director Philip D. Freeman report?

Philip D. Freeman reported receiving 500 shares of Common Stock as an equity grant. The award consists of restricted stock units under the Hawthorn Bancshares Equity Incentive Plan that settle only in shares, updating his direct and indirect ownership positions.

How many Hawthorn Bancshares (HWBK) shares did Philip D. Freeman acquire in this Form 4?

Freeman acquired 500 shares of Hawthorn Bancshares Common Stock through a grant-type transaction. These shares are represented by restricted stock units awarded at a price of $0.00 per share under the company’s Equity Incentive Plan, reflecting non-cash, compensation-related equity.

When do Philip D. Freeman’s newly granted Hawthorn Bancshares (HWBK) RSUs vest?

The restricted stock units granted to Freeman will fully vest on June 2, 2027. Vesting is contingent on his continued service through that date, meaning the award becomes unrestricted only if he remains in his role until the scheduled vesting.

What are Philip D. Freeman’s Hawthorn Bancshares (HWBK) holdings after this Form 4 filing?

Following the reported transactions, Freeman owns 500 shares of Common Stock directly. He also has 98,683.79 shares reported as indirectly owned through a trust, giving investors a view of both his direct and trust-held equity exposure to Hawthorn Bancshares.

Are Philip D. Freeman’s new Hawthorn Bancshares (HWBK) RSUs immediately available to sell?

The RSUs are not immediately available to sell because they are unvested restricted stock units. They can be settled only in Common Stock and will fully vest on June 2, 2027, subject to Freeman’s continued service with Hawthorn Bancshares.

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^*

FREEMAN PHILIP D

(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								98,683.79	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 Philip D. Freeman	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)