hwbk-20260429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 29, 2026

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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Form 8-K/A”) amends the Current Report on Form 8-K of Hawthorn Bancshares, Inc. (the “Company”) originally filed by the Company with the Securities and Exchange Commission on April 29, 2026 (the “Original Form 8-K”). The sole purpose of this Form 8-K/A is to correct certain information contained in Exhibit 99.1 to the Original Form 8-K related to the Company’s financial results, as described below. The information in this Form 8-K/A, including Exhibit 99.1 furnished herewith, amends and supersedes the Original Form 8-K, including Exhibit 99.1 furnished therewith, in its entirety.

Item 2.02 Results of Operations and Financial Condition.

On April 29, 2026, the Company filed the Original Form 8-K to furnish a press release announcing its preliminary financial results for the quarter ended March 31, 2026. Subsequent to that release, and in connection with the Company’s normal quarter‑end close and review procedures, the Company identified an adjustment related to the recognition of a gain of $1.2 million associated with the sale and leaseback of property sold in March of 2026 for $1.9 million. The Company ultimately concluded certain contractual language constituted continuing involvement, thereby precluding the Company from applying sale-leaseback accounting as of March 31, 2026. The $1.9 million of proceeds will now be reflected as a financing obligation instead of a gain for the quarter ended March 31, 2026. As certain contractual obligations are resolved, the Company will re-evaluate the transaction under sale-leaseback accounting guidance and recognize any gain for the transaction in a future period when, and if, all such obligations are resolved.

As a result, certain financial results included in the previously furnished press release have been revised. The adjustments primarily resulted in a decrease to net income of $1.1 million and a decrease in earnings per share of $0.15 for the quarter ended March 31, 2026. The revised information is reflected in the revised press release furnished as Exhibit  99.1 to this Form 8‑K/A. The Company has also posted the revised press release to the Investor Relations section of its website.

The adjustments were identified and recorded prior to the Company’s issuance of its upcoming Form 10‑Q for the quarter ended March 31, 2026. The Company expects to include the revised financial information in its upcoming Form 10‑Q.

The information in this Item 2.02 and Exhibit  99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically stated otherwise.

Note Regarding Forward-Looking Statements

Certain statements in this Form 8-K/A constitute “forward-looking statements” within the meaning of the federal securities laws. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. Forward-looking statements include statements regarding the Company’s operations and financial results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While the Company believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are many risks and uncertainties that could cause actual results to differ materially from forward-looking statements made or implied herein including the risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 7, 2026, as well as other factors described from time to time in the Company's filings with the SEC. Such forward-looking statements are made only as of the date of this Form 8-K/A. The Company undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If it does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.

Item 9.01 Financial Statements and Exhibits.


Exhibit No			Description

99.1			Revised Earnings Release of Hawthorn Bancshares, Inc. dated May 6, 2026 relating to its financial results for the first quarter ended March 31, 2026

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: May 6, 2026			Hawthorn Bancshares, Inc. By: /s/ Brent M. Giles Name: Brent M. Giles Title: Chief Executive Officer


April 29, 2026 (as revised May 6, 2026)*			Exhibit 99.1

Hawthorn Bancshares Reports First Quarter 2026 Results

Jefferson City, MO — April 29, 2026 — Hawthorn Bancshares, Inc. (NASDAQ: HWBK), (the “Company”), the bank holding company for Hawthorn Bank, reported first quarter 2026 net income of $5.7 million, or earnings per diluted share (“EPS”) of $0.83.

First Quarter 2026 Results

•Net income improved $0.4 million, or 6.7%, to $5.7 million from the first quarter 2025 (the "prior year quarter") and the efficiency ratio improved to 64.29% compared to 66.64% for the prior year quarter

•EPS of $0.83, an improvement of $0.06 per share, or 8%, from the prior year quarter

•Net interest margin, fully taxable equivalent ("FTE"), remained consistent in the first quarter 2026 at 4.07% compared to 4.03% for the fourth quarter 2025 (the "prior quarter”) and improved from 3.67% for the prior year quarter

•Provision for credit losses was $0.3 million lower than the prior quarter

•Return on average assets and equity of 1.26% and 13.07%, respectively

•Loans decreased $32.6 million, or 2.2%, and deposits decreased $35.8 million, or 2.3%, compared to the prior quarter

•Investments decreased $5.1 million, or 2.4%, compared to the prior quarter

•Credit quality remained stable, non-performing assets to total loans was 0.47% for the first quarter of 2026

•Remained "well capitalized" with total risk-based capital of 15.84%

•Book value per share was $25.43, an increase of $0.30, or 1.2%, compared to the prior quarter and $3.46, or 15.7%, compared to the prior year quarter

*This earnings release has been revised as described in the Form 8-K/A of Hawthorn Bancshares, Inc. furnished to the SEC on May 6, 2026.

(unaudited)

$000, except per share data


	March 31,		December 31,		March 31,
	2026		2025		2025
Balance sheet information
Total assets	$	1,855,860	$	1,894,850	$	1,883,423
Loans held for investment	1,454,171		1,486,792		1,470,323
Investment securities	210,808		215,915		226,581
Deposits	1,518,316		1,554,149		1,543,888
Total stockholders’ equity	175,386		174,229		153,411

Market and per share data
Book value per share	$	25.43	$	25.13	$	21.97
Market price per share	33.69		34.88		28.23

Diluted earnings per share (QTR)	0.83		0.90		0.77

Financial Results for the First Quarter 2026

Earnings

Net income for the first quarter 2026 was $5.7 million, a decrease of $0.44 million, or 7.1%, from the prior quarter, and an increase of $0.4 million, or 6.7%, from the prior year quarter. EPS for the first quarter 2026 was $0.83, a decrease from $0.90 for the prior quarter and an increase from $0.77 for the prior year quarter.

Net Interest Income and Net Interest Margin

Net interest income for the first quarter 2026 was $17.1 million, a decrease of $0.5 million from the prior quarter, and an increase of $1.8 million from the prior year quarter.

Interest income increased $0.9 million compared to the prior year quarter, driven primarily by higher rates on earning assets in the current quarter, while interest expense decreased $0.9 million compared to the prior year quarter due to lower costs on deposits and borrowings. Net interest margin, on an FTE basis, was 4.07% for the current quarter, compared to 4.03% for the prior quarter, and 3.67% for the prior year quarter.

The yield earned on average loans held for investment decreased to 6.11%, on an FTE basis, for the first quarter 2026, compared to 6.13% for the prior quarter and 5.89% for the prior year quarter.

The average cost of deposits was 2.15% for the first quarter 2026, compared to 2.23% for the prior quarter and 2.44% for the prior year quarter. Non-interest bearing demand deposits as a percent of total deposits was 28.0% as of March 31, 2026, compared to 27.3% and 27.7% at December 31, 2025 and March 31, 2025, respectively.

Non-interest Income

Total non-interest income for the first quarter 2026 was $3.1 million, a decrease of $0.5 million, or 14.6%, from the prior quarter, and a decrease of $0.4 million, or 10.5%, from the prior year quarter.

Non-interest Expense

Total non-interest expense for the first quarter 2026 was $13.0 million, a decrease of $0.3 million, or 2.2%, from the prior quarter, and an increase of $0.5 million, or 4.0%, from the prior year quarter.

The first quarter 2026 efficiency ratio was 64.29% compared to 62.64% and 66.64% for the prior quarter and prior year quarter, respectively. The improvement in the current quarter compared to the prior year quarter was primarily due to higher net interest margin and an increase in non-interest income.

Loans

Loans held for investment decreased $32.6 million, or 2.2%, to $1.45 billion as of March 31, 2026 compared to December 31, 2025, and decreased $16.2 million, or 1.1%, from March 31, 2025.

Investments

Investments decreased $5.1 million, or 2.4%, to $210.8 million as of March 31, 2026 compared to December 31, 2025, and decreased $15.8 million, or 7.0%, from March 31, 2025.

Asset Quality

Non-performing assets to total loans was 0.47% at both March 31, 2026 and December 31, 2025, compared to 0.21% at March 31, 2025. Non-performing assets totaled $6.9 million at March 31, 2026, compared to $7.0 million and $3.1 million at December 31, 2025 and March 31, 2025, respectively. The increase in the current year quarter compared to the prior year quarter was due to an increase in non-accrual loans in residential real estate offset by a reduction in other real estate owned.

In the first quarter 2026, the Company had net loan charge-offs of $0.06 million, or 0.02% annualized, of average loans, compared to net loan charge-offs of $1.1 million, or 0.30% annualized, of average loans, and $0.02 million, or 0.005% annualized, of average loans, in the prior quarter and prior year quarter, respectively.

The Company provided a provision for credit losses of $0.1 million for the first quarter 2026 compared to providing a $0.4 million provision in the prior quarter, and releasing a $0.3 million provision for the prior year quarter.

The allowance for credit losses at March 31, 2026 was $20.9 million, or 1.44% of outstanding loans, and 308.25% of non-performing loans. At December 31, 2025, the allowance for credit losses was $21.1 million, or 1.42% of outstanding loans, and 307.52% of non-performing loans. At March 31, 2025, the allowance for credit losses was $21.8 million, or 1.48% of outstanding loans, and 885.01% of non-performing loans. The allowance for credit losses represents management’s best estimate of expected losses inherent in the loan portfolio and is commensurate with risks in the loan portfolio as of March 31, 2026 as determined by management.

Deposits

Total deposits at March 31, 2026 were $1.52 billion, a decrease of $35.8 million, or 2.3%, from December 31, 2025, and a decrease of $25.6 million, or 1.7% annualized, from March 31, 2025. The decrease in deposits at March 31, 2026 as compared to March 31, 2025 was a result of decreases in savings, interest checking and money market accounts.

Capital

The Company maintains its “well-capitalized” regulatory capital position. At March 31, 2026, capital ratios were as follows: total risk-based capital to risk-weighted assets 15.84%; tier 1 capital to risk-weighted assets 14.59%; common equity tier 1 11.54%; tier 1 leverage 12.34%; and common equity to assets 9.45%.

Pursuant to the Company's Repurchase Plan, management is given discretion to determine the number and pricing of the shares to be purchased under the plan, as well as the timing of any such purchases. The Board of Directors amended the plan on June 3, 2025 to increase the authorized repurchase limit to $10 million. The Company repurchased 12,000 common shares under the repurchase plan during the first three months of 2026 at an average cost of $32.68 per share totaling $0.4 million. As of March 31, 2026, $8.0 million remains available for share repurchases pursuant to the plan.

On April 29, 2026, the Company's Board of Directors approved a quarterly cash dividend of $0.21 per common share, payable July 1, 2026 to shareholders of record at the close of business on June 15, 2026.

[Tables follow]

FINANCIAL SUMMARY

(unaudited)

$000, except per share data


	Three Months Ended
	March 31,		December 31,		March 31,
Statement of income information:	2026		2025		2025
Total interest income	$	24,394	$	25,286	$	23,458
Total interest expense	7,292		7,707		8,164
Net interest income	17,102		17,579		15,294
Provision for (release of) credit losses	73		376		(340)
Non-interest income	3,101		3,585		3,463
Investment securities gains (losses), net	5		15		(2)
Non-interest expense	13,003		13,258		12,499
Pre-tax income	7,132		7,545		6,596
Income taxes	1,389		1,360		1,213
Net income	$	5,743	$	6,185	$	5,383

Earnings per share:
Basic:	$	0.83	$	0.90	$	0.77
Diluted:	$	0.83	$	0.90	$	0.77

FINANCIAL SUMMARY (continued)

(unaudited)

$000


	As of or for the three months ended
	March 31,			December 31,			March 31,
	2026			2025			2025
Performance Ratios


Return on average assets	1.26		%	1.33		%	1.20		%
Return on average common equity	13.07			14.47			14.29
Net interest margin (FTE)	4.07			4.03			3.67
Efficiency ratio	64.29			62.64			66.64

Asset Quality Ratios
Non-performing loans (a)	$	6,791		$	6,865		$	2,461
Non-performing assets	6,855			6,963			3,129
Net charge-offs	58			1,122			18
Net charge-offs to average loans (b)	0.02		%	0.30		%	0.01		%
Allowance for credit losses to total loans	1.44			1.42			1.48
Non-performing loans to total loans	0.47			0.46			0.17
Non-performing assets to loans	0.47			0.47			0.21
Non-performing assets to total assets	0.37			0.37			0.17
Allowance for credit losses on loans to non-performing loans	308.25			307.52			885.01

Capital Ratios
Average stockholders' equity to average total assets	9.67		%	9.16		%	8.42		%
Period-end stockholders' equity to period-end assets	9.45			9.19			8.15
Total risk-based capital ratio	15.84			15.49			14.94
Tier 1 risk-based capital ratio	14.59			14.24			13.69
Common equity Tier 1 capital	11.54			11.23			10.64
Tier 1 leverage ratio	12.34			12.12			11.64

(a)Non-performing loans include loans 90-days past due and accruing and non-accrual loans.

(b)Annualized

About Hawthorn Bancshares

Hawthorn Bancshares, Inc., a bank holding company headquartered in Jefferson City, Missouri, is the parent company of Hawthorn Bank, which has served families and businesses for more than 160 years. Hawthorn Bank has multiple locations, including in the greater Kansas City metropolitan area, Jefferson City, Columbia, Springfield, and Clinton.

Contact:

Hawthorn Bancshares, Inc.
Brent M. Giles

Chief Executive Officer

TEL: 573.761.6100
www.HawthornBancshares.com

The financial results in this press release reflect preliminary, unaudited results, which are not final until the Company's Quarterly Report on Form 10-Q is filed. Statements made in this press release that suggest the Company's 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 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. These forward-looking statements are made as of the date of this communication, and the Company disclaims any obligation to update any forward-looking statement or to publicly announce the results of any revisions to any of the forward-looking statements included herein, except as required by law.