hwbk-20220928

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): September 28, 2022

Hawthorn Bancshares, Inc.

(Exact Name of Registrant as Specified in Charter)


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


132 East High Street, PO Box 688, Jefferson City, Missouri 65102 (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)

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

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

☐ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 4, 2022 Hawthorn Bancshares, Inc. announced that Shawna M. Hettinger and Jonathan L. States have been elected to serve on its Board of Directors.

In addition to Hettinger and States, Hawthorn Bancshares’ board of directors includes Chairman, CEO & President David T. Turner, Kathleen L. Bruegenhemke and independent directors Frank E. Burkhead, Philip D. Freeman, Jonathan D. Holtaway, Kevin L. Riley and Gus S. Wetzel, III. The Company’s advisory directorate is composed of Charles G. Dudenhoeffer, Jr. and Gus S. Wetzel, II.

Item 9.01 Financial Statements and Exhibits.

The full text of the press release is furnished as an exhibit to this report on Form 8-K.


Exhibit No			Description

99.1			Press release, dated October 4, 2022, issued by Hawthorn Bancshares, Inc. announcing the election of two new directors.
104			Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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: October 4, 2022			Hawthorn Bancshares, Inc. By: /s/ David T. Turner Name: David T. Turner Title: Chairman, CEO & President

Exhibit 99.1

Hawthorn Bancshares Announces Directorate Appointments

Jefferson City, MO. — October 4, 2022 — Hawthorn Bancshares, Inc. (NASDAQ: HWBK), the parent company of Hawthorn Bank, announced today that Shawna Hettinger and John States have been appointed independent non-executive directors to both Hawthorn Bancshares and Hawthorn Bank’s board of directors effective September 28, 2022.

“We are pleased to welcome Shawna and John to our directorate,” said David T. Turner, Chairman, CEO & President of Hawthorn Bancshares and Hawthorn Bank. “With the bank’s growth in both Kansas City and Columbia, MO, it has been the Board’s desire to bring on additional directors in these markets. We are confident that Shawna and John are well-suited to expanding the insight of our board and we look forward to their contributions.” said Mr. Turner.

Hettinger is president and majority owner of Streetwise, Inc., a pavement marking and traffic control company based in Grandview, MO with a location in Springfield, MO. She earned her degree from Missouri State University and has over 15 years' experience in the construction industry.

States is a member/owner of Little Dixie Construction, a Columbia, MO based general contracting firm. He earned a degree from the University of Missouri and has over 30 years’ experience in the commercial construction industry.

About Hawthorn Bancshares

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 Missouri communities of Lee's Summit, Liberty, St. Louis, Springfield, Independence, Columbia, Clinton, Osceola, Warsaw, Belton, Drexel, Harrisonville, California, and St. Robert.

Contact: Kathleen L. Bruegenhemke

SVP/Investor Relations

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.