Item 1. Financial Statements
Item 1. Financial Statements
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(dollars in thousands, except per share data) June 30, 2025 December 31, 2024
(Unaudited)
ASSETS
Cash and due from banks $ 22,911 $ 23,668
Other interest-bearing deposits 77,383 27,326
Cash and cash equivalents 100,294 50,994
Certificates of deposit in other banks 1,000 1,000
Available-for-sale debt securities, at fair value 221,736 218,652
Other investments 7,656 5,149
Loans held for investment 1,462,898 1,466,160
Allowance for credit losses ( 21,570 ) ( 22,044 )
Net loans 1,441,328 1,444,116
Premises and equipment - net 29,652 31,166
Other real estate owned - net 2,425 1,446
Cash surrender value of bank-owned life insurance 39,677 38,912
Accrued interest receivable and other assets 33,649 33,750
Total assets $ 1,877,417 $ 1,825,185
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Non-interest bearing demand $ 419,914 $ 385,022
Savings, interest checking and money market 788,216 846,339
Time deposits 309,856 301,821
Total deposits 1,517,986 1,533,182
Federal Home Loan Bank advances and other borrowings 140,100 81,525
Subordinated notes 49,486 49,486
Operating lease liabilities 2,891 1,678
Accrued interest payable and other liabilities 10,131 9,767
Total liabilities 1,720,594 1,675,638
Stockholders’ equity:
Common stock, $ 1.00 par value, authorized 15,000,000 shares; issued 7,554,893 shares
7,555 7,555
Surplus 76,812 76,857
Retained earnings 98,309 89,542
Accumulated other comprehensive loss, net of tax ( 11,889 ) ( 12,443 )
Treasury stock; 638,236 and 566,268 shares, at cost, respectively
( 13,964 ) ( 11,964 )
Total stockholders’ equity 156,823 149,547
Total liabilities and stockholders’ equity $ 1,877,417 $ 1,825,185
See accompanying notes to the consolidated financial statements (unaudited) .
2
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Income (unaudited)
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands, except per share data) 2025 2024 2025 2024
INTEREST INCOME
Interest and fees on loans $ 21,549 $ 21,534 $ 42,745 $ 43,265
Interest and fees on loans held for sale 3 36 5 66
Interest on investment securities:
Taxable 1,398 788 2,702 1,539
Nontaxable 586 596 1,173 1,188
Federal funds sold and Other interest-bearing deposits 290 452 539 1,263
Dividends on other investments 85 150 205 287
Total interest income 23,911 23,556 47,369 47,608
INTEREST EXPENSE
Interest on deposits:
Savings, interest checking and money market 4,086 4,493 8,435 9,123
Time deposits 2,422 3,075 4,886 5,910
Total interest expense on deposits 6,508 7,568 13,321 15,033
Interest on federal funds purchased and securities sold under agreements to repurchase 1 — 1 —
Interest on Federal Home Loan Bank advances 404 831 903 1,680
Interest on subordinated notes 856 985 1,708 1,975
Total interest expense on borrowings 1,261 1,816 2,612 3,655
Total interest expense 7,769 9,384 15,933 18,688
Net interest income 16,142 14,172 31,436 28,920
(Release of) provision for credit losses on loans ( 159 ) 282 ( 441 ) 282
Provision for (release of) credit losses on unfunded commitments 108 175 50 ( 55 )
Total (release of) provision for credit losses on loans and unfunded commitments ( 51 ) 457 ( 391 ) 227
Net interest income after provision for credit losses on loans and unfunded commitments 16,193 13,715 31,827 28,693
NON-INTEREST INCOME
Service charges and other fees 940 777 1,853 1,594
Bank card income and fees 1,003 1,075 1,929 2,048
Earnings on bank-owned life insurance 509 505 1,019 641
Wealth management revenue 542 450 1,016 830
Gain on sale of mortgage loans, net 117 398 242 675
(Losses) gains on other real estate owned, net ( 177 ) 454 ( 156 ) 488
Other 611 337 1,105 739
Total non-interest income 3,545 3,996 7,008 7,015
Investment securities losses, net ( 1 ) ( 15 ) ( 3 ) ( 15 )
NON-INTEREST EXPENSE
Salaries and employee benefits 6,703 6,724 13,615 13,454
Occupancy expense, net 947 708 1,883 1,521
Furniture and equipment expense 673 722 1,466 1,478
Processing, network, and bank card expense 1,443 1,362 2,844 2,732
Legal, examination, and professional fees 428 512 921 1,335
Advertising and promotion 212 261 372 524
Postage, printing, and supplies 342 190 636 357
Other 1,521 1,555 3,031 3,208
Total non-interest expense 12,269 12,034 24,768 24,609
Income before income taxes 7,468 5,662 14,064 11,084
Income tax expense 1,367 1,033 2,580 1,999
Net income $ 6,101 $ 4,629 $ 11,484 $ 9,085
Basic earnings per share $ 0.88 $ 0.66 $ 1.65 $ 1.29
Diluted earnings per share $ 0.88 $ 0.66 $ 1.65 $ 1.29
See accompanying notes to the consolidated financial statements (unaudited) .
3
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (unaudited)
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
Net income $ 6,101 $ 4,629 $ 11,484 $ 9,085
Other comprehensive income (loss), net of tax
Investment securities available-for-sale:
Change in unrealized gains (losses) on investment securities available-for-sale, net of tax 674 ( 983 ) 1,058 ( 3,198 )
Defined benefit pension plans:
Amortization of net gains included in net periodic pension income, net of tax ( 288 ) ( 147 ) ( 504 ) ( 273 )
Total other comprehensive income (loss) 386 ( 1,130 ) 554 ( 3,471 )
Total comprehensive income $ 6,487 $ 3,499 $ 12,038 $ 5,614
See accompanying notes to the consolidated financial statements (unaudited) .
4
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (unaudited)
Three Months Ended June 30, 2025 and 2024
(In thousands, except per share data) Common Stock Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders' Equity
Balance, March 31, 2025 $ 7,555 $ 76,938 $ 93,597 $ ( 12,275 ) $ ( 12,404 ) $ 153,411
Net income — — 6,101 — — 6,101
Other comprehensive income — — — 386 — 386
Share-based compensation expense — 96 — — — 96
Purchase of treasury stock — — — — ( 1,782 ) ( 1,782 )
Restricted share unit vesting and taxes paid related to net share settlement — ( 222 ) — — 222 —
Cash dividends declared, common stock ($ 0.20 per share)
— — ( 1,389 ) — — ( 1,389 )
Balance, June 30, 2025
$ 7,555 $ 76,812 $ 98,309 $ ( 11,889 ) $ ( 13,964 ) $ 156,823
Balance, March 31, 2024 $ 7,555 $ 76,847 $ 79,725 $ ( 16,103 ) $ ( 11,404 ) $ 136,620
Net income — — 4,629 — — 4,629
Other comprehensive loss — — — ( 1,130 ) — ( 1,130 )
Share-based compensation expense — 42 — — — 42
Purchase of treasury stock — — — — ( 592 ) ( 592 )
Restricted share unit vesting and taxes paid related to net share settlement — ( 81 ) — — 81 —
Cash dividends declared, common stock ($ 0.19 per share)
— — ( 1,328 ) — — ( 1,328 )
Balance, June 30, 2024
$ 7,555 $ 76,808 $ 83,026 $ ( 17,233 ) $ ( 11,915 ) $ 138,241
Six Months Ended June 30, 2025 and 2024
(In thousands, except per share data) Common Stock Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders' Equity
Balance, December 31, 2024
$ 7,555 $ 76,857 $ 89,542 $ ( 12,443 ) $ ( 11,964 ) $ 149,547
Net income — — 11,484 — — 11,484
Other comprehensive income — — — 554 — 554
Share-based compensation expense — 177 — — — 177
Purchase of treasury stock — — — — ( 2,222 ) ( 2,222 )
Restricted share unit vesting and taxes paid related to net share settlement — ( 222 ) — — 222 —
Cash dividends declared, common stock ($ 0.39 per share)
— — ( 2,717 ) — — ( 2,717 )
Balance, June 30, 2025
$ 7,555 $ 76,812 $ 98,309 $ ( 11,889 ) $ ( 13,964 ) $ 156,823
Balance, December 31, 2023
$ 7,555 $ 76,818 $ 76,464 $ ( 13,762 ) $ ( 10,990 ) $ 136,085
Net income — — 9,085 — — 9,085
Other comprehensive loss — — — ( 3,471 ) — ( 3,471 )
Share-based compensation expense — 71 — — — 71
Purchase of treasury stock — — — — ( 1,006 ) ( 1,006 )
Restricted share unit vesting and taxes paid related to net share settlement — ( 81 ) — — 81 —
Cash dividends declared, common stock ($ 0.36 per share)
— — ( 2,523 ) — — ( 2,523 )
Balance, June 30, 2024
$ 7,555 $ 76,808 $ 83,026 $ ( 17,233 ) $ ( 11,915 ) $ 138,241
See accompanying notes to the consolidated financial statements (unaudited) .
5
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited)
Six Months Ended June 30,
(In thousands) 2025 2024
Cash flows from operating activities:
Net income $ 11,484 $ 9,085
Adjustments to reconcile net income to net cash provided by operating activities:
(Release of) provision for credit losses on loans and unfunded commitments ( 391 ) 227
Depreciation expense 1,140 925
Net amortization of investment securities, premiums, and discounts 208 418
Change in fair value of mortgage servicing rights — ( 149 )
Investment securities losses, net 3 15
Gain on sales and dispositions of premises and equipment ( 48 ) ( 6 )
Gain on sales and dispositions of other real estate ( 28 ) ( 94 )
Provision for (release of) valuation allowance for other real estate owned 184 ( 386 )
Proceeds from the sale of mortgage servicing rights — 1,589
Share-based compensation expense 177 71
Increase in cash surrender value - life insurance ( 765 ) ( 485 )
(Increase) decrease in accrued interest receivable and other assets ( 384 ) 2,057
Decrease in operating lease liabilities ( 138 ) ( 103 )
Increase (decrease) in accrued interest payable and other liabilities 49 ( 1,143 )
Origination of mortgage loans held for sale ( 2,661 ) ( 34,810 )
Proceeds from the sale of mortgage loans held for sale 2,903 38,001
Gain on sale of mortgage loans, net ( 242 ) ( 675 )
Net cash provided by operating activities 11,491 14,537
Cash flows from investing activities:
Purchase of certificates of deposit in other banks — ( 1,000 )
Purchase of bank-owned life insurance — ( 35,000 )
Net decrease in loans 3,229 35,867
Purchase of available-for-sale debt securities ( 13,332 ) ( 18,965 )
Proceeds from maturities of available-for-sale debt securities 7,623 5,660
Proceeds from calls of available-for-sale debt securities 3,755 12,256
Purchases of FHLB stock ( 9,657 ) ( 767 )
Proceeds from sales of FHLB stock 7,147 1,218
Purchases of premises and equipment ( 924 ) ( 1,082 )
Proceeds from sales of premises and equipment 49 11
Proceeds from sales of other real estate and repossessed assets 1,418 1,548
Net cash used in investing activities ( 692 ) ( 254 )
Cash flows from financing activities:
Net increase (decrease) in demand deposits 34,892 ( 623 )
Net decrease in interest-bearing transaction accounts ( 58,123 ) ( 42,269 )
Net increase in time deposits 8,035 22,298
Repayment of FHLB advances and other borrowings ( 170,100 ) ( 22,200 )
FHLB advances 228,675 14,300
Purchase of treasury stock ( 2,222 ) ( 1,006 )
Cash dividends paid - common stock ( 2,656 ) ( 2,391 )
Net cash provided by (used in) financing activities 38,501 ( 31,891 )
Net increase (decrease) in cash and cash equivalents 49,300 ( 17,608 )
Cash and cash equivalents, beginning of period 50,994 93,450
Cash and cash equivalents, end of period $ 100,294 $ 75,842
See accompanying notes to the consolidated financial statements (unaudited).
6
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited) continued
Six Months Ended June 30,
(In thousands) 2025 2024
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 16,041 $ 18,347
Income taxes $ 597 $ —
Non-cash investing and financing activities:
Other real estate and repossessed assets acquired in settlement of loans $ — $ 2,730
Right of use assets obtained in exchange for new operating lease liabilities $ 1,351 $ —
Dividends declared not paid - common stock $ 1,389 $ 1,329
See accompanying notes to the consolidated financial statements (unaudited).
7
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(1) Summary of Significant Accounting Policies
Hawthorn Bancshares, Inc. (the Company) through its subsidiary, Hawthorn Bank (the Bank), provides a broad range of banking services to individual and corporate customers located within the Missouri communities in and surrounding Jefferson City, Columbia, Clinton, Warsaw, Springfield, and the greater Kansas City metropolitan area. The Company is subject to competition from other financial and nonfinancial institutions that provide financial products and services. Additionally, the Company and its subsidiaries are subject to the regulations of certain regulatory agencies and undergo periodic examinations by those regulatory agencies.
The accompanying unaudited consolidated financial statements of the Company have been prepared in conformity with United States (U.S.) generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
The preparation of the consolidated financial statements includes all adjustments that, in the opinion of management, are necessary in order to make those statements not misleading. Management is required to make estimates and assumptions, including the determination of the allowance for credit losses, real estate acquired in connection with foreclosure or in satisfaction of loans, and fair values of investment securities available-for-sale that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s management has evaluated and did not identify any subsequent events or transactions requiring recognition or disclosure in the consolidated financial statements other than mentioned below.
Recent Accounting Pronouncements
Impact of Recently Issued Accounting Standards But Not Yet Adopted
Income Taxes. In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The ASU requires that all entities disclose on an annual basis (1) the amount of income taxes paid, disaggregated by federal, state and foreign taxes and (2) the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal or greater than 5 percent of total income taxes paid. The ASU also requires that all entities disclose (1) income (loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic or foreign and (2) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state and foreign. The ASU addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This ASU is effective for public business entities for annual periods beginning after December 15, 2024. The Company does not expect adoption of the ASU to have a material effect on the Company's consolidated financial statements.
Income Statement. In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The amendments in this ASU require public companies to disclose, in the notes to the financial statements, specified information about certain costs and expenses at each interim and annual reporting period. Additionally, in January 2025, the FASB issued ASU No. 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date . The ASU addresses investors requests for more disaggregated expense information to better understand an entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. This ASU amends the effective date of ASU No. 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after
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HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
December 15, 2027. Early adoption of ASU No. 2024-03 is permitted. The Company is currently evaluating the impact of the ASU on the Company’s consolidated financial statements.
(2) Loans and Allowance for Credit Losses
Loans
Major classifications within the Company’s loans held for investment portfolio at June 30, 2025 and December 31, 2024 were as follows:
(dollars in thousands) June 30, 2025 December 31, 2024
Commercial, financial, and agricultural $ 212,266 $ 202,329
Real estate construction − residential 24,117 32,046
Real estate construction − commercial 66,441 80,435
Real estate mortgage − residential 381,037 361,735
Real estate mortgage − commercial 767,240 775,594
Installment and other consumer 11,797 14,021
Total loans held for investment $ 1,462,898 $ 1,466,160
The Bank grants real estate, commercial, installment, and other consumer loans to customers located within the Missouri communities surrounding Jefferson City, Columbia, Clinton, Warsaw, Springfield, and the greater Kansas City metropolitan area. As such, the Bank is susceptible to changes in the economic environment in these communities. The Bank does not have a concentration of credit in any one economic sector. Accrued interest on loans totaled $ 6.0 million and $ 6.5 million at June 30, 2025 and December 31, 2024, respectively, and is included in accrued interest receivable and other assets on the Company's consolidated balance sheets. The total amount of accrued interest is excluded from the amortized cost basis of loans presented above. Further, the Company has elected not to measure an allowance for credit losses for accrued interest receivable. At June 30, 2025, loans of $ 723.2 million were pledged to the Federal Home Loan Bank (FHLB) as collateral for borrowings and letters of credit.
Allowance for Credit Losses
The allowance for credit losses is measured using a lifetime expected loss model that incorporates relevant information about past events, including historical credit loss experience on loans with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics including borrower type, collateral type and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily large loans on non-accrual status, are evaluated on an individual basis. The allowance for credit losses is a valuation account that is deducted from loans amortized cost basis to present the net amount expected to be collected on the instrument. Expected recoveries are included in the allowance and do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Loans are charged off against the allowance for credit losses when management believes the balance has become uncollectible.
Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures
The Company maintains a separate allowance for credit losses for off-balance-sheet credit exposures, including unfunded loan commitments, unless the associated obligation is unconditionally cancellable by the Company. This allowance is included in other liabilities on the consolidated balance sheets with associated expense recognized as a component of the provision for credit losses on the consolidated statements of income. The liability for unfunded lending commitments utilizes the same model as the allowance for credit losses on loans, however, the liability for unfunded lending commitments incorporates an assumption for the portion of unfunded commitments that are expected to be funded. The allowance for credit losses on unfunded commitments totaled $ 1.0 million and $ 0.9 million at June 30, 2025 and December 31, 2024, respectively.
9
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Sensitivity in the Allowance for Credit Loss Model
The allowance for credit losses is an estimate that requires significant judgment including projections of the macroeconomic environment. The forecasted macroeconomic environment continuously changes, which can cause fluctuations in estimated expected losses.
The following tables illustrate the changes in the allowance for credit losses on loans by portfolio segment:
Three Months Ended June 30, 2025
(dollars in thousands) Commercial, Financial, & Agricultural Real Estate Construction - Residential Real Estate Construction - Commercial Real Estate Mortgage - Residential Real Estate Mortgage - Commercial Installment and Other Consumer Un- allocated Total
Balance at beginning of period $ 1,447 $ 583 $ 1,667 $ 5,134 $ 12,608 $ 117 $ 224 $ 21,780
Charge-offs ( 21 ) — — ( 8 ) ( 3 ) ( 109 ) — ( 141 )
Recoveries 34 — — 12 — 44 — 90
Provision for (release of) credit losses 684 ( 255 ) ( 183 ) ( 221 ) ( 213 ) 60 ( 31 ) ( 159 )
Balance at end of period $ 2,144 $ 328 $ 1,484 $ 4,917 $ 12,392 $ 112 $ 193 $ 21,570
Six Months Ended June 30, 2025
(dollars in thousands) Commercial, Financial, & Agricultural Real Estate Construction - Residential Real Estate Construction - Commercial Real Estate Mortgage - Residential Real Estate Mortgage - Commercial Installment and Other Consumer Un- allocated Total
Balance at beginning of period $ 1,560 $ 578 $ 2,221 $ 5,310 $ 12,305 $ 138 $ ( 68 ) $ 22,044
Charge-offs ( 34 ) — — ( 14 ) ( 36 ) ( 199 ) — ( 283 )
Recoveries 102 — — 19 58 71 — 250
Provision for (release of) credit losses 516 ( 250 ) ( 737 ) ( 398 ) 65 102 261 ( 441 )
Balance at end of period $ 2,144 $ 328 $ 1,484 $ 4,917 $ 12,392 $ 112 $ 193 $ 21,570
Three Months Ended June 30, 2024
(dollars in thousands) Commercial, Financial, & Agricultural Real Estate Construction - Residential Real Estate Construction - Commercial Real Estate Mortgage - Residential Real Estate Mortgage - Commercial Installment and Other Consumer Un- allocated Total
Balance at beginning of period $ 3,374 $ 672 $ 1,297 $ 5,109 $ 12,857 $ 172 $ 194 $ 23,675
Charge-offs ( 1,857 ) — — ( 22 ) ( 67 ) ( 61 ) — ( 2,007 )
Recoveries 10 — — 4 — 16 — 30
Provision for (release of) credit losses 94 ( 74 ) 180 122 118 36 ( 194 ) 282
Balance at end of period $ 1,621 $ 598 $ 1,477 $ 5,213 $ 12,908 $ 163 $ — $ 21,980
Six Months Ended June 30, 2024
(dollars in thousands) Commercial, Financial, & Agricultural Real Estate Construction - Residential Real Estate Construction - Commercial Real Estate Mortgage - Residential Real Estate Mortgage - Commercial Installment and Other Consumer Un- allocated Total
Balance at beginning of period $ 3,208 $ 1,043 $ 3,273 $ 5,264 $ 10,537 $ 232 $ 187 $ 23,744
Charge-offs ( 1,888 ) — — ( 23 ) ( 89 ) ( 130 ) — ( 2,130 )
Recoveries 20 — — 5 — 59 — 84
Provision for (release of) credit losses 281 ( 445 ) ( 1,796 ) ( 33 ) 2,460 2 ( 187 ) 282
Balance at end of period $ 1,621 $ 598 $ 1,477 $ 5,213 $ 12,908 $ 163 $ — $ 21,980
Collateral-Dependent loans
Collateral-dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. Under the CECL methodology, for collateral-dependent loans, the Company has adopted the practical expedient to measure the allowance on the fair value of collateral.
The allowance is calculated on an individual loan basis based on the shortfall between the fair value of the loan’s collateral, which is adjusted for liquidation costs/discounts, and the loan’s amortized cost. If the fair value of the collateral exceeds the loan’s amortized cost, no allowance is necessary. The Company’s policy is to obtain appraisals on any significant
10
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
pieces of collateral. Higher discounts are applied in determining fair value for real estate collateral in industries that are undergoing significant stress, or for properties that are specialized use or have limited marketability.
There have been no significant changes to the types of collateral securing the Company's collateral dependent loans since December 31, 2024.
The amortized cost of collateral-dependent loans by class as of June 30, 2025 and December 31, 2024 was as follows:
Collateral Type
(dollars in thousands) Real Estate Other Allowance Allocated
June 30, 2025
Commercial, financial, and agricultural $ — $ 1,814 $ 649
Real estate mortgage − residential 454 — 87
Real estate mortgage − commercial 65 — —
Total $ 519 $ 1,814 $ 736
December 31, 2024
Commercial, financial, and agricultural $ — $ 766 $ 125
Real estate construction − residential 454 — 194
Real estate mortgage − commercial 65 — —
Total $ 519 $ 766 $ 319
Credit Quality
The Company categorizes loans into risk categories based upon an internal rating system reflecting management’s risk assessment.
• Pass - loans that are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell in a timely manner, of any underlying collateral.
• Watch - loans that have one or more weaknesses identified that may result in the borrower being unable to meet repayment terms or when the Company’s credit position could deteriorate at some future date.
• Special Mention - loans that have negative financial trends, or other weaknesses that if left uncorrected, could threaten its capacity to meet its debt obligations. This is a transitional grade that is closely monitored by management for improvement or deterioration.
• Substandard - loans that are inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified may have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. Such loans are characterized by the distinct possibility that the Company may sustain some loss if the deficiencies are not corrected. The substandard category includes non-accrual loans.
• Doubtful - loans that have all the weaknesses inherent in loans classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently known facts, conditions, and values.
11
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The following table presents the recorded investment by risk categories at June 30, 2025:
Revolving
Loans
Revolving Converted to
Term Loans Loans Term Loans
Amortized Cost Basis by Origination Year and Risk Grades Amortized Amortized
(dollars in thousands) 2025 2024 2023 2022 2021 Prior Cost Basis Cost Basis Total
June 30, 2025
Commercial, Financial, & Agricultural
Pass $ 31,092 $ 14,532 $ 12,034 $ 20,330 $ 21,849 $ 28,239 $ 70,128 $ 1,411 $ 199,615
Watch 55 — 102 1,007 — 251 — — 1,415
Special Mention — — 3,512 337 — 284 557 — 4,690
Substandard — 780 87 3,510 547 75 1,144 403 6,546
Total $ 31,147 $ 15,312 $ 15,735 $ 25,184 $ 22,396 $ 28,849 $ 71,829 $ 1,814 $ 212,266
Gross YTD charge-offs — 9 — — — 25 — — 34
Real Estate Construction - Residential
Pass $ 7,010 $ 8,264 $ 8,755 $ — $ — $ — $ — $ — $ 24,029
Watch — — 88 — — — — — 88
Total $ 7,010 $ 8,264 $ 8,843 $ — $ — $ — $ — $ — $ 24,117
Gross YTD charge-offs — — — — — — — — —
Real Estate Construction - Commercial
Pass $ 17,430 $ 18,787 $ 8,386 $ 5,780 $ 2,918 $ 1,114 $ 5,905 $ — $ 60,320
Watch — 1,257 — 4,795 — 40 — — 6,092
Substandard — — 29 — — — — — 29
Total $ 17,430 $ 20,044 $ 8,415 $ 10,575 $ 2,918 $ 1,154 $ 5,905 $ — $ 66,441
Gross YTD charge-offs — — — — — — — — —
Real Estate Mortgage - Residential
Pass $ 36,051 $ 23,073 $ 42,867 $ 108,716 $ 46,149 $ 58,932 $ 44,883 $ 2,404 $ 363,075
Watch 14,110 1,427 — — 381 629 242 — 16,789
Substandard 58 — — 783 — 218 114 — 1,173
Total $ 50,219 $ 24,500 $ 42,867 $ 109,499 $ 46,530 $ 59,779 $ 45,239 $ 2,404 $ 381,037
Gross YTD charge-offs — — — — — 14 — — 14
Real Estate Mortgage - Commercial
Pass $ 76,490 $ 68,294 $ 105,314 $ 180,036 $ 168,896 $ 110,030 $ 16,339 $ 887 $ 726,286
Watch 582 2,407 458 4,067 684 177 — — 8,375
Special Mention — 20,559 — 5,060 — — — — 25,619
Substandard — 1,782 65 4,190 — 779 144 — 6,960
Total $ 77,072 $ 93,042 $ 105,837 $ 193,353 $ 169,580 $ 110,986 $ 16,483 $ 887 $ 767,240
Gross YTD charge-offs — — 12 — — 24 — — 36
Installment and other Consumer
Pass $ 1,244 $ 1,607 $ 2,573 $ 2,585 $ 713 $ 2,997 $ 62 $ — $ 11,781
Substandard — — 9 — — 7 — — 16
Total $ 1,244 $ 1,607 $ 2,582 $ 2,585 $ 713 $ 3,004 $ 62 $ — $ 11,797
Gross YTD charge-offs — — 20 2 — 177 — — 199
Total Portfolio
Pass $ 169,317 $ 134,557 $ 179,929 $ 317,447 $ 240,525 $ 201,312 $ 137,317 $ 4,702 $ 1,385,106
Watch 14,747 5,091 648 9,869 1,065 1,097 242 — 32,759
Special Mention — 20,559 3,512 5,397 — 284 557 — 30,309
Substandard 58 2,562 190 8,483 547 1,079 1,402 403 14,724
Total $ 184,122 $ 162,769 $ 184,279 $ 341,196 $ 242,137 $ 203,772 $ 139,518 $ 5,105 $ 1,462,898
Total Gross YTD charge-offs $ — $ 9 $ 32 $ 2 $ — $ 240 $ — $ — $ 283
12
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The following table presents the recorded investment by risk categories at December 31, 2024:
Revolving
Loans
Revolving Converted to
Term Loans Loans Term Loans
Amortized Cost Basis by Origination Year and Risk Grades Amortized Amortized
(dollars in thousands) 2023 2022 2021 2020 2019 Prior Cost Basis Cost Basis Total
December 31, 2024
Commercial, Financial, & Agricultural
Pass $ 22,726 $ 21,302 $ 30,025 $ 25,338 $ 26,557 $ 3,932 $ 62,205 $ 1,531 $ 193,616
Watch — 120 1,473 — — 262 504 — 2,359
Special Mention — — — — 309 — 741 — 1,050
Substandard 286 87 3,428 628 37 — 356 403 5,225
Doubtful — — — — — — 79 — 79
Total $ 23,012 $ 21,509 $ 34,926 $ 25,966 $ 26,903 $ 4,194 $ 63,885 $ 1,934 $ 202,329
Gross YTD charge-offs — 230 — 104 2 106 1,796 — 2,238
Real Estate Construction - Residential
Pass $ 16,368 $ 13,808 $ 601 $ 617 $ 165 $ — $ — $ 33 $ 31,592
Substandard 454 — — — — — — — 454
Total $ 16,822 $ 13,808 $ 601 $ 617 $ 165 $ — $ — $ 33 $ 32,046
Gross YTD charge-offs — — — — — — — — —
Real Estate Construction - Commercial
Pass $ 49,742 $ 7,057 $ 10,424 $ 3,828 $ 622 $ 564 $ 7,072 $ — $ 79,309
Watch 911 124 13 — — — — — 1,048
Substandard — 29 — — — 49 — — 78
Total $ 50,653 $ 7,210 $ 10,437 $ 3,828 $ 622 $ 613 $ 7,072 $ — $ 80,435
Gross YTD charge-offs — — — — — — — — —
Real Estate Mortgage - Residential
Pass $ 30,005 $ 46,795 $ 115,928 $ 49,519 $ 42,036 $ 23,440 $ 44,148 $ 1,543 $ 353,414
Watch 5,702 — 40 391 423 675 30 — 7,261
Substandard — — 426 89 — 376 169 — 1,060
Total $ 35,707 $ 46,795 $ 116,394 $ 49,999 $ 42,459 $ 24,491 $ 44,347 $ 1,543 $ 361,735
Gross YTD charge-offs — — — — — 14 37 — 51
Real Estate Mortgage - Commercial
Pass $ 56,648 $ 117,853 $ 212,698 $ 203,591 $ 69,342 $ 57,352 $ 14,815 $ 137 $ 732,436
Watch 2,298 51 4,763 1,961 — 184 — 581 9,838
Special Mention 27,271 — 5,679 — — — — — 32,950
Substandard 64 75 231 — — — — — 370
Total $ 86,281 $ 117,979 $ 223,371 $ 205,552 $ 69,342 $ 57,536 $ 14,815 $ 718 $ 775,594
Gross YTD charge-offs — 340 — 65 — 32 — — 437
Installment and other Consumer
Pass $ 2,188 $ 3,636 $ 3,591 $ 1,165 $ 554 $ 2,805 $ 72 $ — $ 14,011
Substandard — — — — — 10 — — 10
Total $ 2,188 $ 3,636 $ 3,591 $ 1,165 $ 554 $ 2,815 $ 72 $ — $ 14,021
Gross YTD charge-offs 10 11 9 3 1 230 1 — 265
Total Portfolio
Pass $ 177,677 $ 210,451 $ 373,267 $ 284,058 $ 139,276 $ 88,093 $ 128,312 $ 3,244 $ 1,404,378
Watch 8,911 295 6,289 2,352 423 1,121 534 581 20,506
Special Mention 27,271 — 5,679 — 309 — 741 — 34,000
Substandard 804 191 4,085 717 37 435 525 403 7,197
Doubtful — — — — — — 79 — 79
Total $ 214,663 $ 210,937 $ 389,320 $ 287,127 $ 140,045 $ 89,649 $ 130,191 $ 4,228 $ 1,466,160
Total Gross YTD charge-offs $ 10 $ 581 $ 9 $ 172 $ 3 $ 382 $ 1,834 $ — $ 2,991
13
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Delinquent and Non-Accrual Loans
The delinquency status of loans is determined based on the contractual terms of the notes. Loans are generally classified as delinquent once payments become 30 days or more past due. The Company’s policy is to discontinue the accrual of interest income on any loan when, in the opinion of management, the ultimate collectability of interest or principal is no longer probable. In general, loans are placed on non-accrual status when they become 90 days or more past due. However, management considers many factors before placing a loan on non-accrual status, including the delinquency status of the loan, the overall financial condition of the borrower, the progress of management’s collection efforts and the value of the underlying collateral. Subsequent interest payments received on non-accrual loans are applied to principal if any doubt exists as to the collectability of such principal; otherwise, such receipts are recorded as interest income on a cash basis. Non-accrual loans are returned to accrual status when, in the opinion of management, the financial condition of the borrower indicates that the timely collectability of interest and principal is probable and the borrower demonstrates the ability to pay under the terms of the note through a sustained period of repayment performance, which is generally six months.
The following table presents the recorded investment in non-accrual loans and loans past due over 90 days still on accrual by class of loans as of June 30, 2025 and December 31, 2024:
(dollars in thousands) Non-accrual with no Allowance Non-accrual with Allowance Total Non-accrual 90 Days Past Due And Still Accruing Total Non-performing Loans
June 30, 2025
Commercial, Financial, and Agricultural $ — $ 1,006 $ 1,006 $ — $ 1,006
Real estate mortgage − residential — 1,026 1,026 498 1,524
Real estate mortgage − commercial — 208 208 — 208
Installment and Other Consumer — 16 16 7 23
Total $ — $ 2,256 $ 2,256 $ 505 $ 2,761
December 31, 2024
Commercial, Financial, and Agricultural $ — $ 923 $ 923 $ — $ 923
Real estate construction − residential — 454 454 — 454
Real estate construction − commercial — 49 49 — 49
Real estate mortgage − residential — 963 963 207 1,170
Real estate mortgage − commercial — 138 138 — 138
Installment and Other Consumer — 10 10 3 13
Total $ — $ 2,537 $ 2,537 $ 210 $ 2,747
No material amount of interest income was recognized on non-accrual loans during the three and six months ended June 30, 2025.
14
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The following table provides aging information for the Company’s past due and non-accrual loans at June 30, 2025 and December 31, 2024.
(dollars in thousands) Current or Less Than 30 Days Past Due 30 - 89 Days Past Due 90 Days Past Due And Still Accruing Non-Accrual Total
June 30, 2025
Commercial, Financial, and Agricultural $ 209,069 $ 2,191 $ — $ 1,006 $ 212,266
Real estate construction − residential 24,117 — — — 24,117
Real estate construction − commercial 66,441 — — — 66,441
Real estate mortgage − residential 378,970 543 498 1,026 381,037
Real estate mortgage − commercial 766,174 858 — 208 767,240
Installment and Other Consumer 11,636 138 7 16 11,797
Total $ 1,456,407 $ 3,730 $ 505 $ 2,256 $ 1,462,898
December 31, 2024
Commercial, Financial, and Agricultural $ 201,201 $ 205 $ — $ 923 $ 202,329
Real estate construction − residential 31,592 — — 454 32,046
Real estate construction − commercial 80,386 — — 49 80,435
Real estate mortgage − residential 358,393 2,172 207 963 361,735
Real estate mortgage − commercial 773,918 1,538 — 138 775,594
Installment and Other Consumer 13,900 108 3 10 14,021
Total $ 1,459,390 $ 4,023 $ 210 $ 2,537 $ 1,466,160
Loan Modifications for Borrowers Experiencing Financial Difficulty
In the normal course of business, the Company may execute loan modifications with borrowers. These modifications are analyzed to determine whether the modification is considered concessionary, long-term and made to a borrower experiencing financial difficulty. The Company’s modifications generally include interest rate adjustments, principal reductions, and amortization and maturity date extensions. If a loan modification is determined to be made to a borrower experiencing financial difficulty, the loan is considered collateral-dependent and evaluated as part of the allowance for credit losses as described above in the Allowance for Credit Losses section of this note.
For each of the three and six months ended June 30, 2025 and June 30, 2024, the Company did not modify any loans made to borrowers experiencing financial difficulty. The Company monitors loan payments on an on-going basis to determine if a loan is considered to have a payment default. Determination of payment default involves analyzing the economic conditions that exist for each customer and their ability to generate positive cash flows during the loan term.
Loans Held for Sale
The Company designates certain long-term fixed rate personal real estate loans as held for sale. Loans held for sale are being carried at the lower of cost or estimated fair value. The loans are primarily sold to Freddie Mac, Fannie Mae, PennyMac, and various other secondary market investors. There were no loans held for sale at both June 30, 2025 and December 31, 2024.
15
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(3) Other Real Estate and Other Assets Acquired in Settlement of Loans
June 30, December 31,
(dollars in thousands) 2025 2024
Commercial $ 2,552 $ —
Real estate construction - commercial — 2,549
Real estate mortgage - residential — 42
Real estate mortgage - commercial 98 858
Total $ 2,650 $ 3,449
Less valuation allowance for other real estate owned ( 225 ) ( 2,003 )
Total other real estate owned and repossessed assets $ 2,425 $ 1,446
At June 30, 2025, there were no consumer mortgage loans secured by residential real estate properties in the process of foreclosure compared to $ 0.3 million at December 31, 2024.
Activity in the valuation allowance for other real estate owned was as follows for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
Balance at beginning of period $ 2,003 $ 5,950 $ 2,003 $ 5,950
Provision for (release of) provision for valuation allowance for other real estate owned
184 ( 386 ) 184 ( 386 )
Charge-offs ( 1,962 ) ( 3,820 ) ( 1,962 ) ( 3,820 )
Balance at end of period $ 225 $ 1,744 $ 225 $ 1,744
16
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(4) Investment Securities
The amortized cost and fair value of debt securities classified as available-for-sale at June 30, 2025 and December 31, 2024 were as follows:
Gross Unrealized
(dollars in thousands) Total Amortized Cost Gains Losses Fair Value
June 30, 2025
U.S. Treasury $ 4,943 $ 104 $ — $ 5,047
U.S. government and federal agency obligations 381 — ( 2 ) 379
U.S. government-sponsored enterprises 13,010 30 ( 161 ) 12,879
Obligations of states and political subdivisions 121,902 — ( 24,515 ) 97,387
Mortgage-backed securities
Residential 66,012 543 ( 2,757 ) 63,798
Commercial 15,715 13 ( 2,201 ) 13,527
Other debt securities (a) 27,854 171 ( 585 ) 27,440
Bank issued trust preferred securities (a) 1,486 — ( 207 ) 1,279
Total available-for-sale securities $ 251,303 $ 861 $ ( 30,428 ) $ 221,736
December 31, 2024
U.S. Treasury $ 4,937 $ — $ ( 22 ) $ 4,915
U.S. government and federal agency obligations 408 — ( 7 ) 401
U.S. government-sponsored enterprises 13,020 11 ( 227 ) 12,804
Obligations of states and political subdivisions 125,559 7 ( 23,080 ) 102,486
Mortgage-backed securities
Residential 68,346 59 ( 4,034 ) 64,371
Commercial 16,383 — ( 2,644 ) 13,739
Other debt securities (a) 19,419 49 ( 781 ) 18,687
Bank issued trust preferred securities (a) 1,486 — ( 237 ) 1,249
Total available-for-sale securities $ 249,558 $ 126 $ ( 31,032 ) $ 218,652
(a) Certain hybrid instruments possessing characteristics typically associated with debt obligations.
The Company’s investment securities are classified as available for sale. Agency bonds and notes, loan certificates guaranteed by the Small Business Administration, residential and commercial agency mortgage-backed securities, and agency collateralized mortgage obligations include securities issued by the Government National Mortgage Association, a U.S. government agency, and the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the FHLB, which are U.S. government-sponsored enterprises.
Debt securities with carrying values aggregating approximately $ 89.8 million and $ 82.4 million at June 30, 2025 and December 31, 2024, respectively, were pledged to secure public funds, securities sold under agreements to repurchase, and for other purposes as required or permitted by law.
There were no proceeds from sales of available-for-sale securities for each of the three and six months ended June 30, 2025 and 2024. All gains and losses recognized on equity securities during each of the three and six months ended June 30, 2025 and 2024 were unrealized.
17
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The amortized cost and fair value of debt securities classified as available-for-sale at June 30, 2025, by contractual maturity are shown below. Accrued interest on investments was consistent at $ 1.6 million at both June 30, 2025 and December 31, 2024, and is included in accrued interest receivable and other assets on the Company's consolidated balance sheets. The total amount of accrued interest is excluded from the amortized cost basis of investments presented below. Further, the Company has elected not to measure an allowance for credit losses for accrued interest receivable. Expected maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without prepayment penalties.
(dollars in thousands) Amortized Cost Fair Value
Due in one year or less $ 2,209 $ 2,208
Due after one year through five years 18,082 18,118
Due after five years through ten years 43,662 41,229
Due after ten years 105,623 82,856
Total $ 169,576 $ 144,411
Mortgage-backed securities 81,727 77,325
Total available-for-sale securities $ 251,303 $ 221,736
Other Investment Securities
Other investment securities include equity securities with readily determinable fair values and other investment securities that do not have readily determinable fair values. Investments in FHLB stock, and Midwest Independent BankersBank ("MIB") stock, that do not have readily determinable fair values, are required for membership in those organizations.
(dollars in thousands) June 30, 2025 December 31, 2024
Other securities:
FHLB stock $ 7,434 $ 4,924
MIB stock 151 151
Equity securities with readily determinable fair values 71 74
Total other investment securities $ 7,656 $ 5,149
18
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Gross unrealized losses on debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2025 and December 31, 2024 were as follows:
Less than 12 months 12 months or more
(dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Total Fair Value Total Unrealized Losses
June 30, 2025
U.S. government and federal agency obligations $ — $ — $ 380 $ ( 2 ) $ 380 $ ( 2 )
U.S. government-sponsored enterprises — — 1,839 ( 161 ) 1,839 ( 161 )
Obligations of states and political subdivisions 2,968 ( 86 ) 94,095 ( 24,429 ) 97,063 ( 24,515 )
Mortgage-backed securities
Residential 3,560 ( 5 ) 22,147 ( 2,752 ) 25,707 ( 2,757 )
Commercial 2,204 ( 20 ) 9,956 ( 2,181 ) 12,160 ( 2,201 )
Other debt securities 7,087 ( 122 ) 7,361 ( 463 ) 14,448 ( 585 )
Bank issued trust preferred securities — — 1,279 ( 207 ) 1,279 ( 207 )
Total $ 15,819 $ ( 233 ) $ 137,057 $ ( 30,195 ) $ 152,876 $ ( 30,428 )
(dollars in thousands)
December 31, 2024
U.S. Treasury $ 4,915 $ ( 22 ) $ — $ — $ 4,915 $ ( 22 )
U.S. government and federal agency obligations — — 401 ( 7 ) 401 ( 7 )
U.S. government-sponsored enterprises 996 ( 5 ) 1,778 ( 222 ) 2,774 ( 227 )
Obligations of states and political subdivisions 2,791 ( 163 ) 98,442 ( 22,917 ) 101,233 ( 23,080 )
Mortgage-backed securities
Residential 34,179 ( 435 ) 23,453 ( 3,599 ) 57,632 ( 4,034 )
Commercial 3,580 ( 128 ) 10,159 ( 2,516 ) 13,739 ( 2,644 )
Other debt securities 4,900 ( 58 ) 9,101 ( 723 ) 14,001 ( 781 )
Bank issued trust preferred securities — — 1,249 ( 237 ) 1,249 ( 237 )
Total $ 51,361 $ ( 811 ) $ 144,583 $ ( 30,221 ) $ 195,944 $ ( 31,032 )
The total available-for-sale portfolio consisted of approximately 390 securities at June 30, 2025. The portfolio included 354 securities having an aggregate fair value of $ 152.9 million that were in a loss position at June 30, 2025. Securities identified as temporarily impaired that had been in a loss position for 12 months or longer totaled $ 137.1 million at fair value at June 30, 2025. The $ 30.4 million aggregate unrealized loss included in accumulated other comprehensive loss at June 30, 2025 was caused by interest rate fluctuations.
The decline in fair value is attributable to changes in interest rates and not credit quality. In the absence of changes in credit quality of these investments, the fair value is expected to recover on all debt securities as they approach their maturity date or re-pricing date, or if market yields for such investments decline. In addition, the Company does not have the intent to sell these investments over the period of recovery, and it is not more likely than not that the Company will be required to sell such investment securities.
(5) Derivative Instruments
As part of the Company’s overall interest rate risk management, the Company utilizes derivative instruments to minimize significant, unanticipated earnings fluctuations caused by interest rate volatility, including interest rate lock commitments, forward commitments to sell mortgage-backed securities, cash flow hedges and interest rate swap contracts. The notional amount does not represent amounts exchanged by the parties, rather the amount exchanged is determined by reference to the notional amount and the other terms of the individual agreements.
19
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Interest Rate Swap Contracts Not Designated as Hedges
The Company enters into interest rate swap contracts sold to commercial customers who wish to modify their interest rate sensitivity. These swaps are offset by contracts simultaneously purchased by the Company from other financial dealer institutions with mirror-image terms. Because of the mirror-image terms of the offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in the fair value subsequent to initial recognition have a minimal effect on earnings. These derivative contracts do not qualify for hedge accounting.
The following table reflects the estimated fair value of derivative instruments included in other assets and other liabilities on the consolidated balance sheets along with their respective notional amounts on a gross basis.
As of June 30, 2025 As of December 31, 2024
Fair Value Fair Value
(dollars in thousands) Notional Amount Derivative Assets Derivative Liabilities Notional Amount Derivative Assets Derivative Liabilities
Derivatives not designated as hedging instruments
Interest Rate Products $ 16,542 $ 286 $ 328 $ 16,542 $ 66 $ 89
Total derivatives not designated as hedging instruments $ 286 $ 328 $ 66 $ 89
The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the consolidated statements of income for each of the three and six months ended June 30, 2025 and 2024. The Company did not recognize other income related to client swaps in any of the three and six months ended June 30, 2025 and 2024.
Gain or (Loss) Recognized in Income on Derivative
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) Location of Gain or (Loss) Recognized in Income on Derivative 2025 2024 2025 2024
Derivatives Not Designated as Hedging Instruments:
Interest Rate Products (1) Other non-interest income $ 4 $ — $ ( 19 ) $ —
Total $ 4 $ — $ ( 19 ) $ —
(1) Gain (loss) represents net fair value adjustments (including credit related adjustments) for client swaps.
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision to the effect that, if the Company (either) defaults (or is capable of being declared in default) on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
Collateral Requirements
The Company has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well / adequately capitalized institution, then the Company could be required to post additional collateral.
Certain derivative transactions have collateral requirements, both at the inception of the trade, and as the value of each derivative position changes. As of June 30, 2025, the Company had recorded the obligation to collect cash collateral of $ 0.1 million.
As of June 30, 2025, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $ 0.04 million. As of June 30, 2025, the Company
20
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
has not posted any collateral related to these agreements. If the Company had breached any of these provisions at June 30, 2025, it could have been required to settle its obligations under the agreements at their termination value of $ 0 .
(6) Deposits
The table below presents the aggregate amount of time deposits with balances that met or exceeded the Federal Deposit Insurance Corporation ("FDIC") insurance limit of $250,000 and brokered deposits for the periods indicated.
(dollars in thousands) June 30, 2025 December 31, 2024
Time deposits with balances > $250,000 $ 91,158 $ 100,383
Brokered deposits $ 10 $ 13
(7) Leases
The Company's leases primarily consist of office space and bank branches with remaining lease terms of generally 1 to 10 years. As of June 30, 2025, operating right of use (ROU) assets and liabilities were $ 2.7 million and $ 2.9 million, respectively. As of June 30, 2025, the weighted-average remaining lease term on these operating leases was approximately 5.8 years and the weighted-average discount rate used to measure the lease liabilities was approximately 4.4 %.
Operating leases in which the Company is the lessee are recorded as operating lease ROU assets and operating lease liabilities. Currently, the Company does not have any finance leases. The ROU assets are included in premises and equipment, net on the consolidated balance sheets.
Operating lease ROU assets represent the Company's right to use an underlying asset during the lease term and operating lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the Company's incremental borrowing rate at the lease commencement date.
Operating lease cost, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in net occupancy expense in the consolidated statements of income. The operating lease cost was $ 0.2 million and $ 0.3 million for the three and six months ended June 30, 2025, respectively, compared to $ 0.06 million and $ 0.1 million for the three and six months ended June 30, 2024, respectively.
The table below summarizes the maturity of remaining operating lease liabilities at June 30, 2025:
Lease payments due in: Operating Lease
(dollars in thousands)
2025 remaining
$ 268
2026 550
2027 621
2028 630
2029 420
Thereafter 803
Total lease payments $ 3,292
Less imputed interest ( 401 )
Total lease liabilities, as reported $ 2,891
21
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(8) Stockholders’ Equity and Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
The following table summarizes the change in the components of the Company’s accumulated other comprehensive income (loss) for the six months ended June 30, 2025 and 2024:
Six Months Ended June 30, 2025
(dollars in thousands) Unrealized Gains (Losses) on Securities (1) Unrecognized Net Pension and Postretirement (Income) Costs (2) Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period $ ( 24,416 ) $ 11,973 $ ( 12,443 )
Other comprehensive income (loss), before reclassifications 1,339 ( 638 ) 701
Amounts reclassified from accumulated other comprehensive income (loss)
— — —
Current period other comprehensive income (loss), before tax 1,339 ( 638 ) 701
Income tax (expense) benefit ( 281 ) 134 ( 147 )
Current period other comprehensive income (loss), net of tax 1,058 ( 504 ) 554
Balance at end of period $ ( 23,358 ) $ 11,469 $ ( 11,889 )
Six Months Ended June 30, 2024
(dollars in thousands) Unrealized Gains (Losses) on Securities (1) Unrecognized Net Pension and Postretirement (Income) Costs (2) Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period $ ( 21,461 ) $ 7,699 $ ( 13,762 )
Other comprehensive loss, before reclassifications ( 4,048 ) ( 345 ) ( 4,393 )
Amounts reclassified from accumulated other comprehensive loss — — —
Current period other comprehensive loss, before tax ( 4,048 ) ( 345 ) ( 4,393 )
Income tax benefit 850 72 922
Current period other comprehensive loss, net of tax ( 3,198 ) ( 273 ) ( 3,471 )
Balance at end of period $ ( 24,659 ) $ 7,426 $ ( 17,233 )
(1) The pre-tax amounts reclassified from accumulated other comprehensive income (loss) are included in investment securities gains (losses), net in the consolidated statements of income.
(2) The pre-tax amounts reclassified from accumulated other comprehensive income (loss) are included in the computation of net periodic pension income.
Repurchase Program
On June 5, 2025, the Company announced that its Board of Directors approved a new common stock repurchase program under which the Company may repurchase up to $ 10.0 million of its common stock, which replaced the Company’s prior common stock repurchase program. Pursuant to the repurchase program, management is given discretion to determine the number and pricing of the shares to be repurchased, as well as the timing of any such repurchases. The timing and total amount of stock repurchases will depend on market and other conditions and may be made from time to time in open market purchases or privately negotiated transactions. The program has no termination date, may be suspended or discontinued at any time and does not obligate the Company to acquire any amount of common stock. The Company repurchased 79,777 common shares under its repurchase programs during the first six months of 2025 at an average cost of $ 27.62 per share totaling $ 2.2 million. As of June 30, 2025, $ 9.0 million remained available for share repurchases pursuant to the Company's current repurchase program.
22
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(9) Share-Based Compensation
Equity-Based Compensation Plan
At the 2023 Annual Meeting of Shareholders, held on June 6, 2023, the Company's shareholders approved the Hawthorn Bancshares, Inc. Equity Incentive Plan (the Equity Plan), which was previously approved by the Company's Board of Directors. The purpose of the Equity Plan is to allow eligible participants of the Company and its subsidiaries to acquire or increase a proprietary and vested interest in the growth and performance of the Company. The Equity Plan is also designed to assist the Company in attracting and retaining selected service providers by providing them with the opportunity to participate in the success and profitability of the Company. The terms of the Equity Plan provide for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, other equity-based awards and cash awards. Subject to certain adjustments, the maximum number of shares of the Company's common stock that may be delivered pursuant to awards under the Equity Plan is 203,000 shares. Eligible participants under the Equity Plan include all employees, non-employee directors and consultants of the Company or its subsidiaries. The Equity Plan is currently administered by the Compensation Committee of the Board of Directors
The Compensation Committee adopted a form of restricted stock unit award agreement (service-based vesting). The Company issues restricted share units (RSUs) to provide additional incentives to key officers, employees, and non-employee directors. Awards are granted as determined by the Compensation Committee. The service-based RSUs vest, and shares of common stock are issued, in equal installments on the first, second, and third anniversaries of the date of grant.
The following table summarizes the status of the Company's RSUs for the six months ended June 30, 2025 and 2024:
June 30,
2025 2024
(dollars in thousands, except per share amounts) Quantity Weighted-Average Grant Date Fair Value Per share Quantity Weighted-Average Grant Date Fair Value Per share
Non-vested at beginning of period 35,336 $ 22.84 18,277 $ 20.63
Granted 11,174 29.18 —
Vested 7,809 28.48 —
Forfeited — — —
Non-vested at end of period 38,701 $ 21.91 18,277
The fair value of the RSUs units is determined using the Company’s stock price on the date of grant. Total share-based compensation expense recognized for these RSUs was $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively, compared to $ 0.04 million and $ 0.1 million for the three and six ended June 30, 2024, respectively. Forfeitures will be recognized as they occur.
At June 30, 2025, there was $ 0.8 million of total unrecognized compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 1.5 years.
(10) Retirement Plans
Profit-sharing Plan
The Company's profit-sharing plan includes a matching 401(k) portion, in which the Company matches the first 3 % of eligible employee contributions. The Company made annual contributions for the discretionary portion in an amount up to 6 % of income before income taxes and before contributions to the profit-sharing and pension plans for all participants, limited to the maximum amount deductible for federal income tax purposes, for each of the periods shown. In addition, employees were able to make additional tax-deferred contributions. Total expense recorded for the Company-match was $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2025, respectively, compared to $ 0.1 million and $ 0.3 million for the three and six ended June 30, 2024, respectively. The employer discretionary profit-sharing contribution made to the 401(k) plan was $ 0.8 million and $ 0.6 million for plan years 2024 and 2023, respectively.
23
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Other Plans
On November 7, 2018, the Board of Directors of the Company adopted a supplemental executive retirement plan (SERP), effective as of January 1, 2018. The SERP provides select employees who satisfy certain eligibility requirements with certain benefits upon retirement, termination of employment or death.
The accrued liability relating to the SERP was $ 1.7 million as of June 30, 2025, and the expense for the three and six months ended June 30, 2025 was $ 0.02 million and $ 0.04 million, respectively, compared to $ 0.02 million and $ 0.05 million for the three and six months ended June 30, 2024, respectively, and is recognized over the required service period.
Pension
The Company provides a noncontributory defined benefit pension plan for all full-time and eligible employees. Beginning January 1, 2018 and for all retrospective periods presented, the Company adopted the guidance under ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . Under the guidance, only the service cost component of the net periodic benefit cost is reported in the same income statement line item as salaries and benefits, and the remaining components are reported as other non-interest expense. An employer is required to recognize the funded status of a defined benefit postretirement plan as an asset or liability in its balance sheet and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. Under the Company’s funding policy for the defined benefit pension plan, contributions are made to a trust as necessary to provide for current service and for any unfunded accrued actuarial liabilities over a reasonable period. To the extent that these requirements are fully covered by assets in the trust, a contribution might not be made in a particular year.
Effective July 1, 2017, the Company amended the pension plan to effectuate a “soft freeze” such that no individual hired (or rehired in the case of a former employee) by the Company after September 30, 2017, whether or not such individual is or was a vested member in the plan, will be eligible to be an active member and be entitled to accrue any benefits under the plan.
Components of Net Pension Cost (Income) and Other Amounts Recognized in Accumulated Other Comprehensive Income (Loss)
The following items are components of net pension cost (income) for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
Service cost - benefits earned during the year $ 127 $ 218 $ 347 $ 474
Interest costs on projected benefit obligations (a) 376 366 775 738
Expected return on plan assets (a) ( 585 ) ( 589 ) ( 1,170 ) ( 1,179 )
Expected administrative expenses 36 27 73 54
Amortization of unrecognized net gain (a) ( 365 ) ( 186 ) ( 638 ) ( 345 )
Net periodic pension income $ ( 411 ) $ ( 164 ) $ ( 613 ) $ ( 258 )
(a) The components of net periodic pension cost (income) other than the service cost and expected administrative expenses are included in other non-interest income.
Net periodic pension benefit costs (income) include interest costs based on an assumed discount rate, the expected return on plan assets based on actuarially derived market-related values, and the amortization of net actuarial (gains) losses. Net periodic postretirement benefit costs include service costs, interest costs based on an assumed discount rate, and the amortization of prior service credits and net actuarial gains. Differences between expected and actual results in each year are included in the net actuarial gain or loss amount, which is recognized in other comprehensive (loss) income. The net actuarial gain or loss in excess of a 10% corridor is amortized in net periodic benefit cost over the average remaining service period of active participants in the pension plan. The prior service credit is amortized over the average remaining service period to full eligibility for participating employees expected to receive benefits. Currently, there is no prior service cost or net transition (asset)/obligation to be amortized.
24
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(11) Earnings per Share
Basic earnings per share is computed by dividing income available to shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share gives effect to all dilutive potential shares that were outstanding during the period.
Presented below is a summary of the components used to calculate basic and diluted earnings per common share, which have been restated for all stock dividends:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands, except per share data) 2025 2024 2025 2024
Basic and Diluted Earnings Per Share:
Net income available to shareholders $ 6,101 $ 4,629 $ 11,484 $ 9,085
Basic weighted-average shares outstanding 6,935,541 6,995,956 6,959,221 7,014,063
Effect of dilutive equity-based awards 9,523 — 8,292 —
Diluted weighted-average shares outstanding 6,945,064 6,995,956 6,967,513 7,014,063
Basic earnings per share $ 0.88 $ 0.66 $ 1.65 $ 1.29
Diluted earnings per share $ 0.88 $ 0.66 $ 1.65 $ 1.29
The dilutive effect of RSUs is reflected in diluted earnings per share unless the impact is anti-dilutive, by application of the treasury stock method.
(12) Fair Value Measurements
Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date.
Depending on the nature of the asset or liability, the Company uses various valuation methodologies and assumptions to estimate fair value. The measurement of fair value under U.S. GAAP uses a hierarchy intended to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows.
The fair value hierarchy is as follows:
Level 1 – Inputs are unadjusted quoted prices for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available. A contractually binding sales price also provides reliable evidence of fair value.
Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 – Inputs are unobservable inputs for the asset or liability and significant to the fair value. These may be internally developed using the Company’s best information and assumptions that a market participant would consider.
In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the consolidated financial statements. Nonfinancial assets measured at fair value on a non-recurring basis would include foreclosed real estate, long-lived assets, and core deposit intangible assets, which are reviewed when circumstances or other events indicate that impairment may have occurred.
25
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Valuation Methods for Assets and Liabilities Measured at Fair Value on a Recurring Basis
Following is a description of the Company’s valuation methodologies used for assets and liabilities recorded at fair value on a recurring basis:
Available-for-Sale Securities
The fair value measurements of the Company’s investment securities are determined by a third party pricing service that considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The fair value measurements are subject to management's independent verification to another pricing source for reasonableness each quarter. U.S. Treasury securities are classified as Level 1, and all other available for sale securities are classified as Level 2.
Other Investment Securities
Other investment securities include equity securities with readily determinable fair values and other investment securities that do not have readily determinable fair values. Investments in FHLB stock and MIB stock, that do not have readily determinable fair values, are required for membership in those organizations. Equity securities that are not actively traded are classified in Level 2.
Equity securities with readily determinable fair values are recorded at fair value, with changes in fair value reflected in earnings. Equity securities that do not have readily determinable fair values are carried at cost and are periodically assessed for impairment. The Company uses Level 1 inputs to value equity securities that are traded in active markets.
Loans Held for Sale
The fair value of the commitment in forward sale agreements loans is the price at which they could be sold in the principal market at the measurement date, therefore the Company classifies these loans as Level 2.
Derivative Assets and Liabilities
Derivative assets and liabilities include interest rate swaps. The fair value is determined using a discounted cash flow analysis on the expected cash flows of each derivative, which also includes a credit value adjustment for client swaps. An independent third-party valuation is used to verify and confirm these values, which are classified as Level 2 within the fair value hierarchy.
26
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Fair Value Measurements
(dollars in thousands) Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
June 30, 2025
Assets:
U.S. Treasury $ 5,047 $ 5,047 $ — $ —
U.S. government and federal agency obligations 379 — 379 —
U.S. government-sponsored enterprises 12,879 — 12,879 —
Obligations of states and political subdivisions 97,387 — 97,387 —
Mortgage-backed securities
Residential 63,798 — 63,798 —
Commercial 13,527 — 13,527 —
Other debt securities 27,440 — 27,440 —
Bank-issued trust preferred securities 1,279 — 1,279 —
Equity securities 71 71 — —
Derivative instruments, interest rate swaps 286 286
Total $ 222,093 $ 5,118 $ 216,975 $ —
Liabilities:
Derivative instruments, interest rate swaps $ 328 $ — $ 328 $ —
Total $ 328 $ — $ 328 $ —
December 31, 2024
Assets:
U.S. Treasury $ 4,915 $ 4,915 $ — $ —
U.S. government and federal agency obligations 401 — 401 —
U.S. government-sponsored enterprises 12,804 — 12,804 —
Obligations of states and political subdivisions 102,486 — 102,486 —
Mortgage-backed securities
Residential 64,371 — 64,371 —
Commercial 13,739 — 13,739
Other debt securities 18,687 — 18,687 —
Bank-issued trust preferred securities 1,249 — 1,249 —
Equity securities 74 74 — —
Derivative instruments, interest rate swaps 66 — 66 —
Total $ 218,792 $ 4,989 $ 213,803 $ —
Liabilities:
Derivative instruments, interest rate swaps $ 89 $ — $ 89 $ —
Total $ 89 $ — $ 89 $ —
27
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Mortgage Servicing Rights Interest Rate Lock Commitments
Six Months Ended June 30,
(dollars in thousands) 2025 2024 2025 2024
Balance at beginning of period $ — $ 1,738 $ — $ 41
Total gains or (losses) (realized/unrealized):
Included in earnings — ( 149 ) — ( 11 )
Sales (1)
— ( 1,589 ) — ( 76 )
Issues — — — 56
Balance at end of period $ — $ — $ — $ 10
(1) The Company sold its servicing portfolio on January 31, 2024.
Valuation Methods for Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
Following is a description of the Company’s valuation methodologies used for assets and liabilities recorded at fair value on a non-recurring basis:
Collateral Dependent Impaired Loans
While the overall loan portfolio is not carried at fair value, the Company periodically records non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments also include certain impairment amounts for collateral dependent loans when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. In determining the value of real estate collateral, the Company relies on external and internal appraisals of property values depending on the size and complexity of the real estate collateral. The Company maintains staff trained to perform in-house evaluations and also to review third-party appraisal reports for reasonableness. In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists. Values of all loan collateral are regularly reviewed by the executive loan committee. Because many of these inputs are not observable, the measurements are classified as Level 3.
Other Real Estate and Foreclosed Assets
Other real estate owned (OREO) and foreclosed assets consisted of loan collateral repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including autos, manufactured homes, and construction equipment. Subsequent to foreclosure, these assets are initially carried at fair value of the collateral less estimated selling costs. Fair value, when recorded, is generally based upon appraisals by approved, independent state-certified appraisers. Like impaired loans, appraisals on OREO may be discounted based on the Company’s historical knowledge, changes in market conditions from the time of appraisal or other information available. During the holding period, valuations are updated periodically, and the assets may be written down to reflect a new cost basis. Because many of these inputs are not observable, the measurements are classified as Level 3.
28
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Fair Value Measurements Using
(dollars in thousands) Total Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Three Months Ended June 30, Total Gains (Losses)*
Six Months Ended June 30, Total Gains (Losses)*
June 30, 2025
Assets:
Collateral dependent impaired loans:
Commercial, financial, & agricultural $ 1,165 — — $ 1,165 $ — $ —
Real estate mortgage - residential 367 — — 367 — —
Real estate mortgage - commercial 65 — — 65 — —
Total $ 1,597 $ — $ — $ 1,597 $ — $ —
Other real estate and repossessed assets $ — $ — $ — $ — $ 21 $ ( 156 )
June 30, 2024
Assets:
Collateral dependent impaired loans:
Commercial, financial, & agricultural $ 13 $ — $ — $ 13 $ ( 1,835 ) $ ( 1,835 )
Real estate construction − residential 260 — — 260 — —
Real estate mortgage - residential — — — — ( 22 ) ( 22 )
Real estate mortgage - commercial 740 — — 740 ( 66 ) ( 89 )
Total $ 1,013 $ — $ — $ 1,013 $ ( 1,923 ) $ ( 1,946 )
Other real estate and repossessed assets $ 3,625 $ — $ — $ 3,625 $ 446 $ 480
* Total gains (losses) reported for other real estate and foreclosed assets include charge-offs, valuation write downs, and net losses taken during the periods reported.
(13) Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate such value:
Loans
Fair values are estimated for portfolios with similar financial characteristics. Loans are segregated by type, such as commercial, real estate, and consumer. Each loan category is further segmented into fixed and variable interest rate categories. The fair value of loans, or exit price, is estimated by using the future value of discounted cash flows using comparable market rates for similar types of loan products and adjusted for market factors. The discount rates used are estimated using comparable market rates for similar types of loan products adjusted to be commensurate with the credit risk, overhead costs, and optionality of such instruments.
Federal funds Sold, Cash, and Due from Banks
The carrying amounts of short-term federal funds sold, interest-earning deposits with banks, and cash and due from banks approximate fair value. Federal funds sold classified as short-term generally mature in 90 days or less.
Certificates of Deposit in Other Banks
Certificates of deposit are other investments made by the Company with other financial institutions that are carried at cost, which is equal to fair value.
Accrued Interest Receivable and Payable
For accrued interest receivable and payable, the carrying amount is a reasonable estimate of fair value because of the short maturity for these financial instruments.
29
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Deposits
The fair value of deposits with no stated maturity, such as non-interest-bearing demand, NOW accounts, savings, and money market, is equal to the amount payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.
Federal funds Purchased and Securities Sold Under Agreements to Repurchase
For Federal funds purchased and securities sold under agreements to repurchase, the carrying amount is a reasonable estimate of fair value, as such instruments reprice in a short time period.
Subordinated Notes and Other Borrowings
The fair value of subordinated notes and other borrowings is based on the discounted value of contractual cash-flows. The discount rate is estimated using the rates currently offered for other borrowed money of similar remaining maturities.
A summary of the carrying amounts and fair values of the Company’s financial instruments at June 30, 2025 and December 31, 2024 is as follows:
June 30, 2025
Fair Value Measurements
June 30, 2025 Quoted Prices in Active Markets for Identical Assets Other Observable Inputs Net Significant Unobservable Inputs
(dollars in thousands) Carrying amount Fair value (Level 1) (Level 2) (Level 3)
Assets:
Cash and due from banks $ 22,911 $ 22,911 $ 22,911 $ — $ —
Federal funds sold and overnight interest-bearing deposits 77,383 77,383 77,383 — —
Certificates of deposit in other banks 1,000 1,000 1,000 — —
Other investment securities 7,585 7,585 — 7,585 —
Loans, net 1,441,328 1,405,858 — — 1,405,858
Accrued interest receivable 7,761 7,761 7,761 — —
Liabilities:
Deposits:
Non-interest bearing demand $ 419,914 $ 419,914 $ 419,914 $ — $ —
Savings, interest checking and money market 788,216 788,216 788,216 — —
Time deposits 309,856 307,866 — — 307,866
FHLB advances and other borrowings
140,100 140,131 — 140,131 —
Subordinated notes 49,486 42,591 — 42,591 —
Accrued interest payable 1,646 1,646 1,646 — —
30
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
December 31, 2024
Fair Value Measurements
December 31, 2024 Quoted Prices in Active Markets for Identical Assets Other Observable Inputs Net Significant Unobservable Inputs
(dollars in thousands) Carrying amount Fair value (Level 1) (Level 2) (Level 3)
Assets:
Cash and due from banks $ 23,668 $ 23,668 $ 23,668 $ — $ —
Federal funds sold and overnight interest-bearing deposits 27,326 27,326 27,326 — —
Certificates of deposit in other banks 1,000 1,000 1,000 — —
Other investment securities 5,075 5,075 — 5,075 —
Loans, net 1,444,116 1,380,252 — — 1,380,252
Accrued interest receivable 8,221 8,221 8,221 — —
Liabilities:
Deposits:
Non-interest bearing demand $ 385,022 $ 385,022 $ 385,022 $ — $ —
Savings, interest checking and money market 846,339 846,339 846,339 — —
Time deposits 301,821 300,386 — — 300,386
FHLB advances and other borrowings
81,525 81,585 — 81,585 —
Subordinated notes 49,486 41,602 — 41,602 —
Accrued interest payable 1,754 1,754 1,754 — —
Off-Balance Sheet Financial Instruments
The fair value of commitments to extend credit and standby letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the likelihood of the counterparties drawing on such financial instruments, and the present creditworthiness of such counterparties. The Company believes such commitments have been made on terms that are competitive in the markets in which it operates.
Limitations
The fair value estimates provided are made at a point in time based on market information and information about the financial instruments. Because no market exists for a portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the fair value estimates.
(14) Commitments and Contingencies
The Company issues financial instruments with off-balance-sheet risk in the normal course of business of meeting the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.
The Company’s extent of involvement and maximum potential exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for financial instruments included on its consolidated balance sheets.
The allowance for credit losses associated with unfunded commitments and letters of credit is recorded within other liabilities on the consolidated balance sheets. At June 30, 2025 and December 31, 2024, the allowance for credit losses for unfunded commitments was $ 1.0 million and $ 0.9 million, respectively.
31
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The contractual amounts of off-balance-sheet financial instruments were as follows as of the dates indicated:
(dollars in thousands) June 30, 2025 December 31, 2024
Commitments to extend credit $ 334,263 $ 305,811
Standby letters of credit 53,699 141,807
Total $ 387,962 $ 447,618
Commitments
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain of the commitments and letters of credit are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, furniture and equipment, and real estate.
The Company's forward loan sale commitments are related to mortgage loans held for sale. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. These standby letters of credit are primarily issued to support contractual obligations of the Company’s customers. The approximate remaining term of standby letters of credit ranged from one month to five years at June 30, 2025.
Pending Litigation
The Company and its subsidiaries are defendants in various legal actions incidental to the Company’s past and current business activities. Based on the Company’s analysis, and considering the inherent uncertainties associated with litigation, management does not believe that it is reasonably possible that these legal actions will materially adversely affect the Company’s consolidated financial condition or results of operations in the near term. The Company records a loss accrual for all legal matters for which it deems a loss is probable and can be reasonably estimated. Some legal matters, which are at early stages in the legal process, have not yet progressed to the point where a loss is deemed probable or an amount can be estimated.
(15) Segment Information
The Company determines its operating segments based on how the chief operating decision maker (CODM) views and analyzes each segment’s operations, performance and allocates resources. The Chief Executive Officer, is the CODM. The CODM reviews the actual net income compared to budgeted net income on a monthly basis to evaluate segment performance, make decisions, and determine where to deploy capital. This analysis is also used for benchmarking performance against the Company's peers.
The Company previously reported under one segment. During 2025, the Company identified its Wealth Management business as a strategic opportunity and hired additional management resources to provide the structure for products and processes for this business. As a result, beginning in the first quarter of 2025, the Company identified its Wealth Management Business as its own separate reporting segment and now reports two aggregated reporting segments, consisting of the Bank and its Wealth Management business. The Bank segment is composed of operations providing a broad range of banking products and services located within the Missouri communities in and surrounding Jefferson City, Columbia, Clinton, Warsaw, Springfield, and the greater Kansas City metropolitan area. The Wealth Management segment includes a broad range of financial and investment planning services for individuals and business owners. The Company's existing trust services are also included in the Wealth Management segment.
The table below highlights the Company’s revenues, expenses and net income (loss) for each reportable segment and is reconciled to net income (loss) on a consolidated basis for the three and six months ended June 30, 2025 and 2024, respectively, was as follows:
32
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Three Months Ended June 30, 2025
(dollars in thousands) Hawthorn Bank Wealth Management Non-Bank Total
Operating revenue
Interest income $ 23,885 $ — $ 26 $ 23,911
Interest expense 6,914 — 855 7,769
Net interest income $ 16,971 $ — $ ( 829 ) $ 16,142
Release of provision for credit losses ( 51 ) — — ( 51 )
Operating expenses
Salaries and employee benefits $ 6,089 $ 333 $ 281 $ 6,703
Occupancy, furniture and equipment expense 992 23 — 1,015
Processing, network, and bank card expense 1,425 18 — 1,443
Legal, examination, and professional fees 342 — 86 428
Depreciation 605 — — 605
Other 1,801 31 243 2,075
Total operating expenses $ 11,254 $ 405 $ 610 $ 12,269
Other
Non-interest income $ 2,484 $ 542 $ 519 $ 3,545
Investment securities losses, net ( 1 ) — — ( 1 )
Income taxes 1,560 — ( 193 ) 1,367
Net income $ 6,691 $ 137 $ ( 727 ) $ 6,101
Six Months Ended June 30, 2025
(dollars in thousands) Hawthorn Bank Wealth Management Non-Bank Total
Operating revenue
Interest income $ 47,317 $ — $ 52 $ 47,369
Interest expense 14,225 — 1,708 15,933
Net interest income $ 33,092 $ — $ ( 1,656 ) $ 31,436
Release of provision for credit losses ( 391 ) — — ( 391 )
Operating expenses
Salaries and employee benefits $ 12,310 $ 665 $ 640 $ 13,615
Occupancy, furniture and equipment expense 2,171 38 — 2,209
Processing, network, and bank card expense 2,808 36 — 2,844
Legal, examination, and professional fees 737 — 184 921
Depreciation 1,140 — — 1,140
Other 3,540 46 453 4,039
Total operating expenses $ 22,706 $ 785 $ 1,277 $ 24,768
Other
Non-interest income $ 5,074 $ 1,054 $ 880 $ 7,008
Investment securities losses, net ( 3 ) — — ( 3 )
Income taxes 3,011 — ( 431 ) 2,580
Net income $ 12,837 $ 269 $ ( 1,622 ) $ 11,484
Segment assets $ 1,866,399 $ 20 $ 10,998 $ 1,877,417
33
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Three Months Ended June 30, 2024
(dollars in thousands) Hawthorn Bank Non-Bank Total
Operating revenue
Interest income $ 23,527 $ 29 $ 23,556
Interest expense 8,399 985 9,384
Net interest income $ 15,128 $ ( 956 ) $ 14,172
Provision for credit losses 457 — 457
Operating expenses
Salaries and employee benefits $ 6,412 $ 312 $ 6,724
Occupancy, furniture and equipment expense 968 — 968
Processing, network, and bank card expense 1,362 — 1,362
Legal, examination, and professional fees 404 108 512
Depreciation 462 — 462
Other 1,789 217 2,006
Total operating expenses $ 11,397 $ 637 $ 12,034
Other
Non-interest income $ 3,683 $ 313 $ 3,996
Investment securities losses, net ( 15 ) — ( 15 )
Income taxes 1,301 ( 268 ) 1,033
Net income $ 5,641 $ ( 1,012 ) $ 4,629
Six Months Ended June 30, 2024
(dollars in thousands) Hawthorn Bank Non-Bank Total
Operating revenue
Interest income $ 47,549 $ 59 $ 47,608
Interest expense 16,713 1,975 18,688
Net interest income $ 30,836 $ ( 1,916 ) $ 28,920
Provision for credit losses 227 — 227
Operating expenses
Salaries and employee benefits $ 12,805 $ 649 $ 13,454
Occupancy, furniture and equipment expense 2,074 — 2,074
Processing, network, and bank card expense 2,732 — 2,732
Legal, examination, and professional fees 1,115 220 1,335
Depreciation 925 — 925
Other 3,680 409 4,089
Total operating expenses $ 23,331 $ 1,278 $ 24,609
Other
Non-interest income $ 6,416 $ 599 $ 7,015
Investment securities losses, net ( 15 ) — ( 15 )
Income taxes 2,544 ( 545 ) 1,999
Net income $ 11,135 $ ( 2,050 ) $ 9,085
Segment assets $ 1,840,251 $ 7,559 $ 1,847,810
34
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(16) Subsequent Events
On July 4, 2025, the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions, was signed into law in the United States. The Company is currently evaluating the impact of the new legislation but does not expect it will have a material impact on its results of operations.
On June 24, 2025, the Company filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission, which became effective on July 2, 2025. The shelf registration statement is intended to provide us with financial flexibility to raise capital from the offering of up to $ 150 million of any combination of common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, purchase units, subscription rights and units in one or multiple offerings while the shelf registration statement is effective.
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