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Hawthorn Bancshares (HWBK) CEO receives 6,849-share stock award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider GILES BRENT M
Role CHIEF EXECUTIVE OFFICER
Type Security Shares Price Value
Grant/Award Common Stock 6,849 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 20,143.65 shares (Direct, null); Common Stock — 6,899.216 shares (Indirect, Profit Sharing Trust)
Footnotes (1)
  1. Consists of (a) 35.6504 shares of Common Stock, and (b) unvested restricted stock units ("RSUs") awarded to the reporting person under the Hawthorn Bancshares, Inc. Equity Incentive Plan that can be settled in only shares of Common Stock. The RSUs vest as follows: 4,093 units on June 30, 2026; 8,725 units on May 1, 2027; 5,007 units on May 1, 2028; and 2,283 units on May 1, 2029. Includes shares acquired since the last report pursuant to the Company's Profit Sharing Trust. Includes shares acquired since the last report pursuant to the Company's DRIP program and vested RSUs.
Stock grant 6,849 shares Common Stock awarded at $0.0000 per share, transaction code A
Direct holdings after grant 20,143.6504 shares Common Stock held directly by CEO following the award
Trust indirect holdings 27,841.9515 shares Common Stock held indirectly through a Trust
Profit Sharing Trust holdings 6,899.2160 shares Common Stock held indirectly via Profit Sharing Trust
RSUs vesting 2026 4,093 units RSUs vest on June 30, 2026 under Equity Incentive Plan
RSUs vesting 2027 8,725 units RSUs vest on May 1, 2027 under Equity Incentive Plan
RSUs vesting 2028 5,007 units RSUs vest on May 1, 2028 under Equity Incentive Plan
RSUs vesting 2029 2,283 units RSUs vest on May 1, 2029 under Equity Incentive Plan
restricted stock units ("RSUs") financial
"and (b) unvested restricted stock units ("RSUs") awarded to the reporting person"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Equity Incentive Plan financial
"under the Hawthorn Bancshares, Inc. Equity Incentive Plan that can be settled"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Profit Sharing Trust financial
"Includes shares acquired since the last report pursuant to the Company's Profit Sharing Trust."
DRIP program financial
"Includes shares acquired since the last report pursuant to the Company's DRIP program and vested RSUs."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GILES BRENT M
(Last)(First)(Middle)
C/O HAWTHORN BANCSHARES, INC.
132 EAST HIGH STREET
(Street)
JEFFERSON CITY MISSOURI 65101
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HAWTHORN BANCSHARES, INC. [ HWBK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026A6,849A$020,143.6504(1)D
Common Stock6,899.216(2)IProfit Sharing Trust
Common Stock27,841.9515(3)ITrust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Consists of (a) 35.6504 shares of Common Stock, and (b) unvested restricted stock units ("RSUs") awarded to the reporting person under the Hawthorn Bancshares, Inc. Equity Incentive Plan that can be settled in only shares of Common Stock. The RSUs vest as follows: 4,093 units on June 30, 2026; 8,725 units on May 1, 2027; 5,007 units on May 1, 2028; and 2,283 units on May 1, 2029.
2. Includes shares acquired since the last report pursuant to the Company's Profit Sharing Trust.
3. Includes shares acquired since the last report pursuant to the Company's DRIP program and vested RSUs.
Remarks:
/s/ Arla R. Surls, Attorney-in-Fact, for Brent M. Giles05/04/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did HWBK CEO Brent M. Giles report?

Brent M. Giles reported a grant of 6,849 shares of Hawthorn Bancshares Common Stock at $0.00 per share. This award is classified as a grant or other acquisition and reflects compensation, not an open-market purchase or sale.

How many HWBK shares does the CEO hold directly after this Form 4?

After the reported grant, Brent M. Giles holds 20,143.6504 shares of Hawthorn Bancshares Common Stock directly. This total includes 35.6504 actual shares plus unvested RSUs that can be settled only in shares of Common Stock under the company’s equity plan.

What indirect HWBK share holdings does the CEO report?

Brent M. Giles reports indirect ownership of 27,841.9515 shares of Common Stock through a trust and 6,899.2160 shares through a Profit Sharing Trust. Footnotes note these positions include shares acquired since the last report via the Profit Sharing Trust and DRIP program.

How do the CEO’s RSUs in HWBK vest over time?

The CEO’s unvested RSUs vest in scheduled tranches: 4,093 units on June 30, 2026; 8,725 units on May 1, 2027; 5,007 units on May 1, 2028; and 2,283 units on May 1, 2029, all under Hawthorn Bancshares’ Equity Incentive Plan.

Were any HWBK shares bought or sold on the market in this Form 4?

No open-market purchases or sales are reported. The filing shows a grant of 6,849 shares at no cost and updated indirect holdings, including shares accumulated since the last report via the Profit Sharing Trust, DRIP program, and vested RSUs.