ホーソンバンクシェアーズの適時開示・決算・その他

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): October 29, 2025

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 2.02 Results of Operations and Financial Condition.

On October 29, 2025, Hawthorn Bancshares, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of the press release is attached to this report as Exhibit 99.1.

The information set forth in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of Hawthorn Bancshares, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

On October 29, 2025, Hawthorn Bancshares, Inc. announced that its Board of Directors approved a quarterly cash dividend of $0.20 per common share, payable January 1, 2026 to shareholders of record at the close of business on December 15, 2025. A copy of the press release relating to such announcement is attached to this report as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.


Exhibit No			Description

99.1			Press release, dated October 29, 2025, issued by Hawthorn Bancshares, Inc. announcing its financial results for the three and nine months ended September 30, 2025.
99.2			Press release, dated October 29, 2025, issued by Hawthorn Bancshares, Inc. announcing cash dividends.
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 29, 2025			Hawthorn Bancshares, Inc. By: /s/ Brent M. Giles Name: Brent M. Giles Title: Chief Executive Officer

EX-99.1 2 q32025earnings-ex991925.htm EX-99.1 Document

Exhibit 99.1

Hawthorn Bancshares Reports Third Quarter 2025 Results

Jefferson City, MO — October 29, 2025 — Hawthorn Bancshares, Inc. (NASDAQ: HWBK), (the “Company”), the bank holding company for Hawthorn Bank, reported third quarter 2025 net income of $6.1 million, or earnings per diluted share (“EPS”) of $0.88.

Third Quarter 2025 Results

•Net income improved $1.6 million, or 34.1%, to $6.1 million from the third quarter 2024 (the "prior year quarter") and the efficiency ratio improved to 62.30% compared to 66.23% for the prior year quarter

•EPS of $0.88, an improvement of $0.22 per share, or 33%, from the prior year quarter

•Net interest margin, fully taxable equivalent ("FTE") improved in the third quarter 2025 to 3.97% compared to 3.89% for second quarter 2025 (the "prior quarter”) and 3.36% for the prior year quarter

•Provision for credit losses was $0.4 million higher than the prior quarter and $0.1 million lower than the prior year quarter

•Return on average assets and equity of 1.33% and 15.21%, respectively

•Loans increased $51.1 million, or 3.5%, and deposits increased $7.9 million, or 0.5%, compared to the prior quarter

•Investments decreased $3.4 million, or 1.5%, compared to the prior quarter

•Credit quality remained strong with non-performing assets to total loans of 0.48% improving from 0.58% in the prior year quarter

•Remained well capitalized with total risk-based capital of 14.90%

•Book value per share was $23.76, an increase of $1.23, or 5.5%, compared to the prior quarter and $2.85, or 13.6%, compared to the prior year quarter

Brent Giles, Chief Executive Officer of Hawthorn Bancshares, Inc. commented, “I am pleased with our third quarter results as they reflect continued core growth. Our margin continued to expand, and we experienced growth in our wealth management group. Additionally, we were able to grow our loan portfolio by expanding our customer relationships and attracting new customers. The third quarter results reflect our focus on our strategic objectives which continues to create shareholder value."

(unaudited)

$000, except per share data


	September 30,		June 30,		September 30,
	2025		2025		2024
Balance sheet information
Total assets	$	1,932,105	$	1,877,417	$	1,809,769
Loans held for investment	1,514,002		1,462,898		1,466,751
Investment securities	226,017		229,392		209,019
Deposits	1,525,917		1,517,986		1,503,504
Total stockholders’ equity	164,938		156,823		146,474

Market and per share data
Book value per share	$	23.76	$	22.53	$	20.91
Market price per share	31.04		29.14		25.03

Diluted earnings per share (QTR)	0.88		0.88		0.66

Financial Results for the Third Quarter 2025

Earnings

Net income for the third quarter 2025 was $6.1 million, an increase of $0.03 million, or 0.5%, from the prior quarter, and an increase of $1.6 million, or 34.1%, from the prior year quarter. EPS was unchanged at $0.88 for the third quarter 2025 compared to the prior quarter and improved from $0.66 for the prior year quarter.

Net income for the nine months ended September 30, 2025 was $17.6 million, or $2.53 per diluted share, an increase of $4.0 million compared to $13.7 million, or $1.95 per diluted share, for the nine months ended September 30, 2024.

Net Interest Income and Net Interest Margin

Net interest income for the third quarter 2025 was $16.9 million, an increase of $0.7 million from the prior quarter, and an increase of $2.5 million from the prior year quarter. Net interest income for the nine months ended September 30, 2025 was $48.3 million, an increase of $5.1 million compared to $43.2 million for the nine months ended September 30, 2024.

Interest income increased $1.2 million in the current quarter compared to the prior year quarter, driven primarily by higher rates on earning assets, while interest expense decreased $1.4 million compared to the prior year quarter due to lower costs on deposits. Net interest margin, on an FTE basis, was 3.97% for the current quarter, compared to 3.89% for the prior quarter, and 3.36% for the prior year quarter.

The yield earned on average loans held for investment increased to 6.12%, on an FTE basis, for the third quarter 2025, compared to 5.98% for the prior quarter and 5.83% for the prior year quarter.

The average cost of deposits was 2.36% for the third quarter 2025, compared to 2.35% for the prior quarter and 2.74% for the prior year quarter. Non-interest bearing demand deposits as a percent of total deposits was 27.8% as of September 30, 2025, compared to 27.7% and 26.0% at June 30, 2025 and September 30, 2024, respectively.

Non-interest Income

Total non-interest income for the third quarter 2025 was $3.7 million, an increase of $0.2 million, or 4.8%, from the prior quarter, and a decrease of $0.1 million, or 1.8%, from the prior year quarter. Non-interest income for the nine months ended September 30, 2025 was $10.7 million, a decrease of $0.1 million from the nine months ended September 30, 2024.

Non-interest Expense

Total non-interest expense for the third quarter 2025 was $12.8 million, an increase of $0.6 million, or 4.5%, from the prior quarter, and an increase of $0.8 million, or 6.9%, from the prior year quarter. For the nine months ended September 30, 2025, non-interest expense was $37.6 million, an increase of $1.0 million as compared to $36.6 million for the nine months ended September 30, 2024, which was primarily attributable to an increase in salaries and employee benefits.

The third quarter 2025 efficiency ratio was 62.30% compared to 62.32% and 66.23% 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.

Loans

Loans held for investment increased $51.1 million, or 3.5%, to $1.51 billion as of September 30, 2025 compared to June 30, 2025, and increased $47.3 million, or 3.2% annualized, from September 30, 2024.

Investments

Investments decreased $3.4 million, or 1.5%, to $226.0 million as of September 30, 2025 compared to June 30, 2025, and increased $17.0 million, or 8.1%, from September 30, 2024.

Asset Quality

Non-performing assets to total loans was 0.48% at September 30, 2025, compared to 0.35% and 0.58% at June 30, 2025 and September 30, 2024, respectively. Non-performing assets totaled $7.3 million at September 30, 2025, compared to $5.2 million and $8.5 million at June 30, 2025 and September 30, 2024, respectively. The increase in non-performing assets during quarter compared to the prior quarter was due to the movement of one commercial relationship to non-accrual status.

In the third quarter 2025, the Company had net loan charge-offs of $0.04 million, or 0.01% annualized, of average loans, compared to net loan charge-offs of $0.05 million, or 0.01% of average loans, and $0.6 million, or 0.17% annualized, of average loans, in the prior quarter and prior year quarter, respectively.

The Company provided provision for credit losses of $0.4 million for the third quarter 2025 compared to releasing provision of $0.1 million in the prior quarter, and providing provision of $0.5 million for the prior year quarter.

The allowance for credit losses at September 30, 2025 was $21.9 million, or 1.45% of outstanding loans, and 446.02% of non-performing loans. At June 30, 2025, the allowance for credit losses was $21.6 million, or 1.47% of outstanding loans, and 781.24% of non-performing loans. At September 30, 2024, the allowance for credit losses was $21.9 million, or 1.50% of outstanding loans, and 539.52% 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 September 30, 2025 as determined by management.

Deposits

Total deposits at September 30, 2025 were $1.53 billion, an increase of $7.9 million, or 0.5%, from June 30, 2025, and an increase of $22.4 million, or 1.5% annualized, from September 30, 2024. The increase in deposits at September 30, 2025 as compared to September 30, 2024 was primarily a result of increases in non-interest bearing demand deposits and other time deposits offset by decreases in savings, interest checking and money market accounts and time deposits $250,000 and over.

Capital

The Company maintains its “well capitalized” regulatory capital position. At September 30, 2025, capital ratios were as follows: total risk-based capital to risk-weighted assets 14.90%; tier 1 capital to risk-weighted assets 13.65%; common equity tier 1 10.71%; tier 1 leverage 11.97%; and common equity to assets 8.54%.

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 Directors amended the plan on June 3, 2025 and approved increasing the authorized repurchase limit to $10 million. The Company repurchased 90,466 common shares under the repurchase plan during the first nine months of 2025 at an average cost of $27.72 per share totaling $2.5 million. As of September 30, 2025, $8.7 million remains available for share repurchases pursuant to the plan.

On October 29, 2025, the Company's Board of Directors approved a quarterly cash dividend of $0.20 per common share, payable January 1, 2026 to shareholders of record at the close of business on December 15, 2025.

[Tables follow]

FINANCIAL SUMMARY

(unaudited)

$000, except per share data


	Three Months Ended
	September 30,		June 30,		September 30,
Statement of income information:	2025		2025		2024
Total interest income	$	25,003	$	23,911	$	23,819
Total interest expense	8,138		7,769		9,492
Net interest income	16,865		16,142		14,327
Provision for (release of) credit losses	375		(51)		500
Non-interest income	3,716		3,545		3,783
Investment securities gains (losses), net	105		(1)		8
Non-interest expense	12,821		12,269		11,994
Pre-tax income	7,490		7,468		5,624
Income taxes	1,358		1,367		1,050
Net income	$	6,132	$	6,101	$	4,574

Earnings per share:
Basic:	$	0.89	$	0.88	$	0.66
Diluted:	$	0.88	$	0.88	$	0.66

			Nine Months Ended
			September 30,
Statement of income information:			2025		2024
Total interest income			$	72,372	$	71,427
Total interest expense			24,071		28,181
Net interest income			48,301		43,246
(Release of) provision for credit losses			(16)		726
Non-interest income			10,724		10,798
Investment securities gains (losses), net			102		(7)
Non-interest expense			37,589		36,603
Pre-tax income			21,554		16,708
Income taxes			3,938		3,049
Net income			$	17,616	$	13,659

Earnings per share:
Basic:			$	2.54	$	1.95
Diluted:			$	2.53	$	1.95

FINANCIAL SUMMARY (continued)

(unaudited)

$000


	As of or for the three months ended
	September 30,			June 30,			September 30,
	2025			2025			2024
Performance Ratios


Return on average assets	1.33		%	1.36		%	1.00		%
Return on average common equity	15.21			15.85			12.87
Net interest margin (FTE)	3.97			3.89			3.36
Efficiency ratio	62.30			62.32			66.23

Asset Quality Ratios
Non-performing loans (a)	$	4,911		$	2,761		$	4,066
Non-performing assets	7,336			5,186			8,451
Net charge-offs	41			51			636
Net charge-offs to average loans (b)	0.01		%	0.01		%	0.17		%
Allowance for credit losses to total loans	1.45			1.47			1.50
Non-performing loans to total loans	0.32			0.19			0.28
Non-performing assets to loans	0.48			0.35			0.58
Non-performing assets to total assets	0.38			0.28			0.47
Allowance for credit losses on loans to non-performing loans	446.02			781.24			539.52

Capital Ratios
Average stockholders' equity to average total assets	8.74		%	8.56		%	7.80		%
Period-end stockholders' equity to period-end assets	8.54			8.35			8.09
Total risk-based capital ratio	14.90			15.12			14.91
Tier 1 risk-based capital ratio	13.65			13.87			13.66
Common equity Tier 1 capital	10.71			10.82			10.53
Tier 1 leverage ratio	11.97			11.87			11.33

(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 financial-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.

EX-99.2 3 q32025div-ex992925.htm EX-99.2 Document

Exhibit 99.2

Hawthorn Bancshares Announces Cash Dividend

Jefferson City, MO. — October 29, 2025 — Hawthorn Bancshares, Inc. (NASDAQ: HWBK) announced today that its Board of Directors approved a quarterly cash dividend of $0.20 per common share, payable January 1, 2026 to shareholders of record at the close of business on December 15, 2025.

About Hawthorn Bancshares, Inc.

Hawthorn Bancshares, Inc., a financial-bank holding company headquartered in Jefferson City, Missouri, is the parent company of Hawthorn Bank, which has served families and businesses for more than 150 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

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.