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Item 9A. Controls and Procedures

2024-03-18 compared with 2023-03-29 · 41 added, 29 removed, 128 unchanged (35% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this annual report, the Company's management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended).

Based on that evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2023, the Company's disclosure controls and procedures were effective.

(b) Management's Report on Internal Control Over Financial Reporting .

The Company's management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of the Company's management, including the Company's principal executive officer and

principal financial officer, we conducted an evaluation of the effectiveness of the Company's internal control over financial reporting, as of December 31, 2022, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) .

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal

financial officer, we conducted an evaluation of the effectiveness of the Company's internal control over financial reporting, as of December 31, 2023, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) .

Based upon its assessment, management has concluded that, as of December 31, 2023, the Company's internal control over financial reporting, is effective based on the criteria established in Internal Control-Integrated Framework (2013) .

1 unchanged sentence

There have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

There has been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated March 29, 2023 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated March 18, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

36 unchanged sentences

A copy of this code will be furnished without charge upon written request to Corporate Secretary, Hawthorn Bancshares, Inc., 132 East High Street, Jefferson City, Missouri 65101.

Any substantive amendment to, or waiver from, a provision of this code that applies to the Company's principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions will be disclosed on the Company's internet website (www.hawthornbancshares.com) and, if required by the rules of the SEC or The Nasdaq Stock Market LLC, in reports the Company files with the SEC.

Executive Compensation .

5 unchanged sentences

Securities Authorized For Issuance Under Equity Compensation Plans

The Company has no equity compensation plan for its employees pursuant to which options, rights, warrants or other equity awards may be granted.

As of December 31, 2022 the Company had no outstanding options, rights or warrants granted under any equity compensation plan.

Information pertaining to equity compensation plans is contained in "Part II - Item 8.

Financial Statements and Supplementary Data - Note 12 - Stockholders' Equity and Accumulated Other Comprehensive Income (Loss) Equity-Based Compensation Plan." of the Company's 2023 Annual report and are incorporated herin by reference.

Certain Relationships and Related Transactions, and Director Independence .

9 unchanged sentences

Financial Statements:

The following consolidated financial statements of the Company and reports of the Company's independent registered public accounting firm, included in the Company's Annual Report to Shareholders for the year ended December 31, 2022 under the caption "Consolidated Financial Statements", are incorporated herein by reference:

The following consolidated financial statements of the Company and reports of the Company's independent registered public accounting firm, included in the Company's 2023 Annual Report to Shareholders (included as Exhibit 13 hereto) under the caption "Consolidated Financial Statements", are incorporated herein by reference:

Report of Independent Registered Public Accounting Firm.

4 unchanged sentences

Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021.

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2022, 2021, and 2020.

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021.

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022, and 2021.

7 unchanged sentences

4.2 Specimen certificate representing shares of the Company's $1.00 par value Common Stock (filed as Exhibit 4.1 to the Company's current report on Form 8-K/A on June 23, 2017 and incorporated herein by reference).

10.1 Form of Change of Control Agreement and schedule of parties thereto (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period March 31, 2005 and incorporated herein by reference).

10.1 Form of Change of Control Se verance Agreement filed as Exhibit 10.

1 to th is Annual Report on Form 10- K .

10.2 Hawthorn Bancshares, Inc.

Excess Benefit Plan (filed as Exhibit 10.2 to the Company's current report on Form 8-K on November 13, 2018 and incorporated herein by reference).

13 The Company's 202 2 Annual Report to Shareholders (only those portions of this Annual Report to Shareholders which are specifically incorporated by reference into this Annual Report on Form 10-K shall be deemed to be filed with the Commission).

Excess Benefit Plan (filed as Exhibit 10.2 to the Company's current report on Form 8-K on November 13, 2018 an d incorporat ed herein by reference ).

10.3 H awthorn Ba n cshares, Inc.

Equity Incentive Plan (filed as Exhibit 10.1 to the Company's current report on Form 8-K on June 12, 2023 and incorporat ed herein by reference).*

10.4 Form of Hawthorn Bancshares, Inc.

Equity Incentive Plan Restricted Stock Unit Award (Service-Based Vesting) (filed as Exhibit 10.

2 to the Company's current report on Form 8-K on June 12, 2023 and incorporated herein by reference).*

13 The Company's 202 3 Annual Report to Shareholders (only those portions of this Annual Report to Shareholders which are specifically incorporated by reference into this Annual Report on Form 10-K shall be deemed to be filed with the SEC ).

14 Code of Business Conduct and Ethics of the Company (filed as Exhibit 14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and incorporated herein by reference).

21 List of Subsidiaries (filed as Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and incorporated herein by reference).

21 List of Subsidiaries filed as Exhibit 21 to th is Annual Report on Form 10-K .

23 Consent of Independent Registered Public Accounting Firm.

6 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Policy for the Recovery of Erroneously Awarded Compensation filed as Exhibit 97.1 to this Annual Report on Form 10-K .

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

15 unchanged sentences

March 18, 2024

By /s/ David T.

Turner, Chairman of the Board,

President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David T.

Turner and Stephen E.

Guthrie, or either of them, his attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

By /s/ Brent M.

Giles, Chief Executive Officer (Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brent M.

Giles and Chris E.

Hafner, or either of them, his attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date Signature and Title

March 29, 2023 /s/ David T.

Turner, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) and Director

March 29, 2023 /s/ Stephen E.

Guthrie, Chief Financial Officer

March 18, 2024 /s/ Brent M.

Giles, Chief Executive Officer (Principal Executive Officer) and Director

March 18, 2024 /s/ Chris E.

Hafner, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

March 18, 2024 /s/ Gregg A.

Bexten, President, Director

March 18, 2024 /s/ Kathleen L.

Bruegenhemke, Director

March 18, 2024 /s/ David T.

Turner, Executive Chairman, Director

March 18, 2024 /s/ Frank E.

7 unchanged sentences

(Jack) Wetzel III, Director

March 29, 2023 /s/ Jonathan D.

Holtaway, Director

March 29, 2023 /s/ Jonathan L.

States, Director

March 18, 2024 /s/ Shawna M.

Hettinger, Director

March 18, 2024 /s/ Jonathan L.

States, Director

March 18, 2024 /s/ Douglas T.

Eden, Director

March 18, 2024 /s/ Jonathan D.

Holtaway, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures