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Item 9A. Controls and Procedures

2025-03-17 compared with 2024-03-18 · 39 added, 26 removed, 143 unchanged (31% of the section changed)

5 unchanged sentences

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) .

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, 2024, 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, 2024, the Company's internal control over financial reporting, is effective based on the criteria established in Internal Control-Integrated Framework (2013) .

Management's assessment of the effectiveness of internal control over financial reporting, as of December 31, 2023, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K.

Management's assessment of the effectiveness of internal control over financial reporting, as of December 31, 2024, has been audited by Forvis Mazars, LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K.

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

To the Shareholders, Board of Directors, and Audit Committee

Hawthorn Bancshares, Inc.:

Opinion on Internal Control Over Financial Reporting

Opinion on the Internal Control over Financial Reporting

We have audited Hawthorn Bancshares, Inc.

and subsidiaries' (the Company) 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.

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, 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.

and Subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework:

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework:

(2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2024, and for the year then ended, and our report dated March 17, 2025, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Controls over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

3 unchanged sentences

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Definitions and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

3 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

/s / KPMG LLP

Louis, Missouri

/s / Forvis Mazars, LLP

Kansas City, Missouri

March 17, 2025

Other Information .

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance .

15 unchanged sentences

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.

Insider Trading Policy

The Company has adopted an Insider Trading Policy governing the purchase, sale and other disposition of its securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards of the The Nasdaq Stock Market LLC, as well as procedures designed to

further the foregoing purposes.

In addition, the Insider Trading Policy requires the Company to comply with applicable laws and regulations relating to trading in its securities.

A copy of the Company's Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Executive Compensation .

6 unchanged sentences

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.

Financial Statements and Supplementary Data - Note 13 - " Share-based Compensation - Equity-Based Compensation Plan." of the Company's 2024 Annual report and are incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence .

12 unchanged sentences

Auditor Name:

Forvis Mazars , LLP

Auditor Location:

Kansas City, MO

Auditor Firm ID:

1 unchanged sentence

Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022.

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

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022.

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024, 2023, and 2022.

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 Se verance Agreement filed as Exhibit 10.

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

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).

10.2 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 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).*

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).

10.3 Hawthorn Bancshares, Inc.

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

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).*

10.5 Hawthorn Bancshares, Inc.

Employment Agreement (filed April 27, 2023 to the Company's current report on Form 8-K and incorporated herein by reference) .

13 The Company's 202 4 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 th is Annual Report on Form 10-K .

16.1 Letter from KPMG LLP dated December 27, 2023 to the Securities and Exchange Commission (filed as Exhibit 16.1 to the Company's current report on Form 8-K on December 27, 2023 and incorporated herein by reference).

19 P olicy on Securities Trading and Han dling of Non-Public Information filed as Exhibit 19 to this Annual R eport on Form 10-K.

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, 2023 and incorporated herein by reference).

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 C on s ent of Independent Registered Public Accounting Firm.

24 Power of Attorney (included on the signature page to this Annual Report on Form 10-K).

5 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 .

97.1 Policy for the Recovery of Erroneously Awarded Compensation (filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and incorporated herein by reference).

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).

32 unchanged sentences

March 17, 2025 /s/ David T.

Turner, Executive Chairman, Director

Turner, Chairman, Director

March 17, 2025 /s/ Frank E.

16 unchanged sentences

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