8-K - HWBK - Equibles

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): April 28, 2021

Hawthorn Bancshares, Inc.

(Exact Name of Registrant as Specified in Charter)

<br><br><br><br><br><br><br><br>
Missouri	0-23636	43-1626350
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

<br><br><br><br><br><br><br><br>
	132 East High Street , PO Box 688 , Jefferson City , Missouri ** 65102*<br><br>(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)

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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐	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 8.01 Other Events.

On April 30, 2021, Hawthorn Bancshares, Inc. announced that its Board of Directors authorized the purchase of an additional $3,055,058.21 market value of Hawthorn Bancshares’ common stock, resulting in the Company being authorized to purchase a total of up to $5.0 million market value of Hawthorn Bancshares’ common stock. A copy of the press release relating to such announcement is attached to this report as an exhibit.

Item 9.01 Financial Statements and Exhibits.


Exhibit No		Description

99.1		Press release, dated April 30, 2021, issued by Hawthorn Bancshares, Inc. announcing its increased share repurchase authorization. ****

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
<br><br>

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: April 30, 2021				Hawthorn Bancshares, Inc.<br><br>By: /s/ David T. Turner<br><br>Name: David T. Turner<br><br>Title: Chairman, CEO & President

Exhibit 99.1

Hawthorn Bancshares Announces

Increased Share Repurchase Authorization

Hawthorn Bancshares Inc. (NASDAQ: HWBK), today announced that on April 28, 2021 the Board of Directors authorized the purchase of an additional $3,055,058.21 market value of Hawthorn Bancshares’ common stock, resulting in the Company being authorized to purchase a total of up to $5.0 million market value of Hawthorn Bancshares’ common stock.

Under this share repurchase authorization, the Company may repurchase shares from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. It is anticipated that any purchase of shares under this authorization would be made through broker dealers selected in compliance with applicable securities laws at prices for the common stock prevailing from time to time in NASDAQ’s National Market. The Company is not obligated to repurchase any specific number of shares and the share repurchase authorization may be suspended, modified or terminated at any time without prior notice.

Any shares repurchased pursuant to this authorization will be held in treasury and may be used by the Company for general corporate purposes, including stock-based employee benefit plans and stock dividends. It is expected that any stock repurchases will be funded by cash generated through cash on hand, operations and other sources. At April 28, 2021, the Company had 6,362,476 common shares outstanding.

About Hawthorn Bancshares, Inc.

Hawthorn Bancshares, Inc., a financial-bank holding company headquartered in Jefferson City, Missouri, is the parent company of Hawthorn Bank of Jefferson City, Missouri with additional locations in the Missouri communities of Lee's Summit, Liberty, St. Louis, Springfield, Independence, Columbia, Clinton, Osceola, Warsaw, Belton, Drexel, Harrisonville, California and St. Robert, Missouri.

Contact: Stephen E. Guthrie

Chief Financial Officer

TEL: 573.761.6100 FAX: 573.761.6272

www.HawthornBancshares.com

Statements made in this press release that suggest Hawthorn Bancshares' or management's intentions, hopes, beliefs, expectations, or predictions of the future include "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. It is important to note that actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those projected in such forward-looking statements is contained from time to time in the company's quarterly and annual reports filed with the Securities and Exchange Commission.