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Hawthorn Bancshares, Inc. filings document the reporting, governance and capital actions of the bank holding company for Hawthorn Bank. Form 8-K reports cover operating results and financial condition, dividend approvals, director appointments, Regulation FD exhibits and amendments to previously furnished earnings information.
Proxy materials cover board elections, director and executive compensation, shareholder voting matters and related governance disclosures. The filing record also reflects capital-structure information, bank performance measures, credit-loss provisioning, accounting adjustments and risk-based capital disclosures associated with the company’s lending and deposit-taking business.
HAWTHORN BANCSHARES, INC. director James Grant Burcham has filed an initial Form 3, which is a statement of beneficial ownership for insiders. The filing data provided shows no reported common stock or derivative transactions, with all buy, sell, and exercise counts listed as zero.
Hawthorn Bancshares, Inc. reported first-quarter 2026 net income of $5.7 million, up from $5.4 million a year earlier, as higher net interest income more than offset slightly higher operating costs. Basic and diluted earnings per share were $0.83, compared with $0.77 in the prior-year quarter.
Total assets were $1.86 billion at March 31, 2026, down modestly from $1.89 billion at December 31, 2025, as loans held for investment declined to $1.45 billion and deposits decreased to $1.52 billion. Credit quality remained stable, with total non-performing loans of $6.8 million and an allowance for credit losses on loans of $20.9 million.
Other comprehensive income swung to a loss as rising rates drove a $2.9 million decline in accumulated other comprehensive income, mainly from unrealized losses on available-for-sale securities. The company continued capital returns, repurchasing 12,000 shares for $0.4 million and declaring common dividends of $0.21 per share. It also highlighted an effective $150 million universal shelf registration and, after quarter-end, signed a definitive agreement to acquire FSC Bancshares, Inc. and Farmers State Bank in a cash-and-stock transaction.
Hawthorn Bancshares, Inc. filed an amended report to revise its preliminary first‑quarter 2026 results after reclassifying a $1.2 million gain on a March 2026 sale‑leaseback as a financing obligation. This change reduced previously reported net income by $1.1 million and cut earnings per share by $0.15 for the quarter.
For the final first‑quarter 2026 figures, Hawthorn reported net income of $5.7 million, or diluted EPS of $0.83, up from $0.77 a year earlier. Net interest margin (fully tax‑equivalent) improved to 4.07% from 3.67% in the prior‑year quarter, while the efficiency ratio improved to 64.29% from 66.64%. Loans and deposits declined modestly from the prior quarter, but credit quality indicators remained solid, with non‑performing assets at 0.47% of loans and total risk‑based capital at 15.84%, keeping the bank in a well‑capitalized position.
HAWTHORN BANCSHARES, INC. chief executive officer Brent M. Giles reported a stock award of 6,849 shares of Common Stock at no cost, classified as a grant or award acquisition. This increased his direct holdings to 20,143.6504 shares of Common Stock.
He also reports indirect ownership of 27,841.9515 shares through a trust and 6,899.2160 shares through a Profit Sharing Trust. A portion of his direct position consists of 35.6504 shares and unvested restricted stock units under the Hawthorn Bancshares, Inc. Equity Incentive Plan, with RSUs scheduled to vest in tranches from June 2026 through May 2029.
Hawthorn Bancshares, Inc. is acquiring FSC Bancshares, Inc., parent of Farmers State Bank, in a cash and stock transaction valued at approximately $28.3 million based on Hawthorn’s share price of $34.57 on April 28, 2026.
FSC shareholders will receive 413,101 shares of Hawthorn common stock and $14.0 million in cash, plus cash in lieu of fractional shares. Based on March 31, 2026 data, the combined company is expected to have about $2.2 billion in assets, $1.7 billion in loans and $1.9 billion in deposits, adding roughly $384 million of assets and nine branches in northern Missouri.
Hawthorn expects the deal to increase earnings per share by about 20% on a fully phased-in basis, with tangible book value dilution of roughly 9.8% and an earnback period of about three years. The merger, unanimously approved by both boards, is expected to close in the third quarter of 2026, subject to shareholder and regulatory approvals and other customary conditions.
Hawthorn Bancshares, Inc. is acquiring FSC Bancshares, Inc., parent of Farmers State Bank, in a cash and stock transaction valued at approximately $28.3 million based on Hawthorn’s share price of $34.57 on April 28, 2026.
FSC shareholders will receive 413,101 shares of Hawthorn common stock and $14.0 million in cash, plus cash in lieu of fractional shares. Based on March 31, 2026 data, the combined company is expected to have about $2.2 billion in assets, $1.7 billion in loans and $1.9 billion in deposits, adding roughly $384 million of assets and nine branches in northern Missouri.
Hawthorn expects the deal to increase earnings per share by about 20% on a fully phased-in basis, with tangible book value dilution of roughly 9.8% and an earnback period of about three years. The merger, unanimously approved by both boards, is expected to close in the third quarter of 2026, subject to shareholder and regulatory approvals and other customary conditions.
Hawthorn Bancshares, Inc. is acquiring FSC Bancshares, Inc., parent of Farmers State Bank, in a cash and stock transaction valued at approximately $28.3 million based on Hawthorn’s share price of $34.57 on April 28, 2026.
FSC shareholders will receive 413,101 shares of Hawthorn common stock and $14.0 million in cash, plus cash in lieu of fractional shares. Based on March 31, 2026 data, the combined company is expected to have about $2.2 billion in assets, $1.7 billion in loans and $1.9 billion in deposits, adding roughly $384 million of assets and nine branches in northern Missouri.
Hawthorn expects the deal to increase earnings per share by about 20% on a fully phased-in basis, with tangible book value dilution of roughly 9.8% and an earnback period of about three years. The merger, unanimously approved by both boards, is expected to close in the third quarter of 2026, subject to shareholder and regulatory approvals and other customary conditions.
Hawthorn Bancshares, Inc. is acquiring FSC Bancshares, Inc., parent of Farmers State Bank, in a cash and stock transaction valued at approximately $28.3 million based on Hawthorn’s share price of $34.57 on April 28, 2026.
FSC shareholders will receive 413,101 shares of Hawthorn common stock and $14.0 million in cash, plus cash in lieu of fractional shares. Based on March 31, 2026 data, the combined company is expected to have about $2.2 billion in assets, $1.7 billion in loans and $1.9 billion in deposits, adding roughly $384 million of assets and nine branches in northern Missouri.
Hawthorn expects the deal to increase earnings per share by about 20% on a fully phased-in basis, with tangible book value dilution of roughly 9.8% and an earnback period of about three years. The merger, unanimously approved by both boards, is expected to close in the third quarter of 2026, subject to shareholder and regulatory approvals and other customary conditions.
Hawthorn Bancshares, Inc. appointed Grant T. Burcham to the boards of both the Company and its subsidiary Hawthorn Bank, effective April 29, 2026. He was elected as a Class III director and will serve until the Company’s 2028 annual meeting of shareholders, continuing until a successor is elected.
The boards increased their size by one seat each to add Burcham. The Company states there is no arrangement or understanding with any person regarding his selection and no related-party transactions requiring disclosure. Burcham is an experienced Kansas City–based investor and former community banking leader with more than three decades of executive experience.
Hawthorn Bancshares, Inc. appointed Grant T. Burcham to the boards of both the Company and its subsidiary Hawthorn Bank, effective April 29, 2026. He was elected as a Class III director and will serve until the Company’s 2028 annual meeting of shareholders, continuing until a successor is elected.
The boards increased their size by one seat each to add Burcham. The Company states there is no arrangement or understanding with any person regarding his selection and no related-party transactions requiring disclosure. Burcham is an experienced Kansas City–based investor and former community banking leader with more than three decades of executive experience.
Hawthorn Bancshares, Inc. appointed Grant T. Burcham to the boards of both the Company and its subsidiary Hawthorn Bank, effective April 29, 2026. He was elected as a Class III director and will serve until the Company’s 2028 annual meeting of shareholders, continuing until a successor is elected.
The boards increased their size by one seat each to add Burcham. The Company states there is no arrangement or understanding with any person regarding his selection and no related-party transactions requiring disclosure. Burcham is an experienced Kansas City–based investor and former community banking leader with more than three decades of executive experience.
Hawthorn Bancshares, Inc. appointed Grant T. Burcham to the boards of both the Company and its subsidiary Hawthorn Bank, effective April 29, 2026. He was elected as a Class III director and will serve until the Company’s 2028 annual meeting of shareholders, continuing until a successor is elected.
The boards increased their size by one seat each to add Burcham. The Company states there is no arrangement or understanding with any person regarding his selection and no related-party transactions requiring disclosure. Burcham is an experienced Kansas City–based investor and former community banking leader with more than three decades of executive experience.
Hawthorn Bancshares reported strong first quarter 2026 results and announced a cash dividend. Net income was $6.8 million, up 25.9% from a year earlier, with diluted EPS rising to $0.98. Return on average assets was 1.49% and return on average equity was 15.41%, reflecting improved profitability.
Net interest income was $17.1 million and the net interest margin (FTE) improved to 4.07%, while the efficiency ratio strengthened to 60.46%. Loans were $1.45 billion and deposits $1.52 billion as of March 31, 2026, with non-performing assets at 0.47% of loans and the bank remaining well capitalized, including a total risk-based capital ratio of 15.91%.
The Board approved a quarterly cash dividend of $0.21 per common share, payable July 1, 2026 to shareholders of record on June 15, 2026, underscoring ongoing capital return to shareholders.
Hawthorn Bancshares reported strong first quarter 2026 results and announced a cash dividend. Net income was $6.8 million, up 25.9% from a year earlier, with diluted EPS rising to $0.98. Return on average assets was 1.49% and return on average equity was 15.41%, reflecting improved profitability.
Net interest income was $17.1 million and the net interest margin (FTE) improved to 4.07%, while the efficiency ratio strengthened to 60.46%. Loans were $1.45 billion and deposits $1.52 billion as of March 31, 2026, with non-performing assets at 0.47% of loans and the bank remaining well capitalized, including a total risk-based capital ratio of 15.91%.
The Board approved a quarterly cash dividend of $0.21 per common share, payable July 1, 2026 to shareholders of record on June 15, 2026, underscoring ongoing capital return to shareholders.
Hawthorn Bancshares reported strong first quarter 2026 results and announced a cash dividend. Net income was $6.8 million, up 25.9% from a year earlier, with diluted EPS rising to $0.98. Return on average assets was 1.49% and return on average equity was 15.41%, reflecting improved profitability.
Net interest income was $17.1 million and the net interest margin (FTE) improved to 4.07%, while the efficiency ratio strengthened to 60.46%. Loans were $1.45 billion and deposits $1.52 billion as of March 31, 2026, with non-performing assets at 0.47% of loans and the bank remaining well capitalized, including a total risk-based capital ratio of 15.91%.
The Board approved a quarterly cash dividend of $0.21 per common share, payable July 1, 2026 to shareholders of record on June 15, 2026, underscoring ongoing capital return to shareholders.
Hawthorn Bancshares reported strong first quarter 2026 results and announced a cash dividend. Net income was $6.8 million, up 25.9% from a year earlier, with diluted EPS rising to $0.98. Return on average assets was 1.49% and return on average equity was 15.41%, reflecting improved profitability.
Net interest income was $17.1 million and the net interest margin (FTE) improved to 4.07%, while the efficiency ratio strengthened to 60.46%. Loans were $1.45 billion and deposits $1.52 billion as of March 31, 2026, with non-performing assets at 0.47% of loans and the bank remaining well capitalized, including a total risk-based capital ratio of 15.91%.
The Board approved a quarterly cash dividend of $0.21 per common share, payable July 1, 2026 to shareholders of record on June 15, 2026, underscoring ongoing capital return to shareholders.
Hawthorn Bancshares, Inc. is calling its annual shareholder meeting for June 2, 2026 at Hawthorn Bank in Jefferson City, Missouri. Holders of 6,889,810 common shares as of March 27, 2026 may vote on key governance and compensation items.
Shareholders will elect four Class I directors for terms expiring in 2029, ratify Forvis Mazars, LLP as independent auditor for 2026, cast a non-binding say-on-pay vote on executive compensation, and give a non-binding preference on how often say-on-pay votes should occur, with the board recommending an annual vote.
Hawthorn Bancshares, Inc. is a Missouri-based financial holding company that owns Hawthorn Bank and related subsidiaries. It operates 18 banking offices and, beginning in 2025, reports two segments: a traditional Bank segment and a separate Wealth Management segment focused on investment and trust services.
The company uses HB Realty, a REIT subsidiary, to hold mortgage loans, which had an approximate aggregate book value of $578.4 million as of December 31, 2025. It employed about 255 full-time and 11 part-time staff and considers employee relations satisfactory.
The Bank is FDIC-insured, heavily regulated by federal and Missouri authorities, and classified as well-capitalized. Extensive risk disclosures highlight dependence on central and west-central Missouri and the Kansas City MSA, interest rate and credit risks, competition from banks and fintech, liquidity pressures, technology and cybersecurity threats, climate and severe weather, and evolving regulation including digital asset and stablecoin rules.