Form 8-K - Current report

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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 3, 2024 

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.  ☐ 

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

On September 3, 2024, Hawthorn Bancshares, Inc. (the "Company") announced that Bob Regnier has been elected to serve on both the Company's and Hawthorn Bank's board of directors as a non-voting advisory director, effective immediately. Mr. Regnier will not serve on any committees of the Company's board of directors.

There is no arrangement or understanding between Mr. Regnier and any other person pursuant to which Mr. Regnier was selected to serve as an advisory director of the Company. The Company is not aware of any transactions involving Mr. Regnier that are reportable under Item 404(a) of Regulation S-K.

Mr. Regnier will be eligible to receive compensation for his service as an advisory director in accordance with the Company's standard arrangements for non-employee directors of the Company, which arrangements are described under the heading "Director Compensation" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2024.

Item 7.01 Regulation FD.

On September 3, 2024, the Company issued a press release announcing the matter disclosed above under Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No			Description
99.1			Press release, dated September 3, 2024, issued by Hawthorn Bancshares, Inc.
104			Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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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: September 3, 2024			Hawthorn Bancshares, Inc. By: /s/ Brent M. Giles       Name: Brent M. Giles      Title: Chief Executive Officer

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Exhibit 99.1

BOB REGNIER JOINS THE BOARD OF DIRECTORS OF EACH OF HAWTHORN BANK AND HAWTHORN BANCSHARES, INC. UNDERSCORING THEIR COMMITMENT TO COMMUNITY BANKING

Jefferson City, MO – September 3, 2024 – Bob Regnier will join the Board of Directors of each of Hawthorn Bank, and its parent company Hawthorn Bancshares, Inc., (Nasdaq: HWBK), as an advisory member.

In addition to his contributions on the boards, Regnier will have an active role in providing strategic advice and extending Hawthorn Bank’s reach, influence, and relationship-driven community banking model within the Kansas City metro. His experience and expertise will be instrumental in advocating for the bank, expanding partnerships and networks, and providing guidance to the leadership team.

“We’re thrilled to welcome Bob to our team,” said Brent Giles, CEO at Hawthorn Bank. “He’s an extraordinary community banker and human being. Kansas City has benefited in countless ways from his leadership and community engagement. We look forward to having his experience and vision as Hawthorn Bank continues to grow in the Kansas City metro.”

The two are joining forces after a long association Giles and Regnier have maintained, built on mutual respect as industry peers. The growth and success of BankLiberty in the Kansas City Northland during Giles’ nearly two decades of leadership closely mirrored the growth and success of Bank of Blue Valley in Johnson County under Regnier’s decades of leadership. Both reached agreements to sell the respective banks in 2019.

“Brent and I have similar philosophies and a shared commitment to ensuring community banking thrives,” said Regnier. “I’m happy to be joining the Hawthorn Bank team. The bank is on an exciting trajectory, and I’m glad to be a part of it.”

The addition of Regnier underscores Hawthorn Bank’s commitment to providing innovative banking solutions to the Kansas City region just as they have been doing in central Missouri for over 150 years.

Last month, Hawthorn Bank announced the opening of the newest banking center in Clay County serving the Kansas City Northland.

About Hawthorn Bancshares, Inc. and Hawthorn Bank

Hawthorn Bancshares, Inc. (NASDAQ: HWBK), a financial-bank holding company headquartered in Jefferson City, Missouri, is the parent company of Hawthorn Bank, a financial services company with several locations in Missouri communities, and nearly $2 billion in assets. The bank has been providing personal and business banking solutions for over 150 years. For more information about Hawthorn Bank, please visit www.hawthornbank.com.

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Exhibit 99.1

Contact:

Hawthorn Bancshares, Inc.
Kristin Cable, Corporate Communications Manager

[e-mail] | 816-813-0214
Source: Hawthorn Bancshares, Inc.

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. Actual results may differ materially from those contemplated by the 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.

Cover Page	Apr. 24, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 03, 2024
Entity Registrant Name	Hawthorn Bancshares, Inc.
Entity Incorporation, State or Country Code	MO
Entity File Number	0-23636
Entity Tax Identification Number	43-1626350
Entity Address, Address Line One	132 East High Street
Entity Address, Address Line Two	PO Box 688
Entity Address, City or Town	Jefferson City
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	65102
City Area Code	573
Local Phone Number	761-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	HWBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000893847
Amendment Flag	false

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