9 unchanged sentences
(c) Changes in Internal Control over Financial Reporting .
−Removed: There has been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
+Added: There have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
7 unchanged sentences
(2013) issued by COSO.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2024, and for the year then ended, and our report dated March 17, 2025, expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2025 and 2024, and for each of the two years in the period ended December 31, 2025, and our report dated March 5, 2026 expressed an unqualified opinion on those financial statements.
Basis for Opinion
7 unchanged sentences
Our audit also included performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Definitions and Limitations of Internal Control Over Financial Reporting
11 unchanged sentences
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
−Removed: Not applicable.
Directors, Executive Officers and Corporate Governance .
−Removed: Pursuant to General Instruction G(3) to Form 10-K, the information required by this Item, other than that referred to below, is incorporated herein by reference to:
−Removed: (i) the information under the caption "Item 1:
−Removed: Election of Directors--What is the structure of our board and how often are directors elected?" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A;
−Removed: (ii) the information under the caption "Item 1:
−Removed: Election of Directors--Who are this year's nominees?" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A;
−Removed: (iii) the information under the caption "Item 1:
−Removed: Election of Directors--What is the business experience of the nominees and of our continuing board members?" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A;
−Removed: (iv) the information under the caption "Executive Officers of the Registrant" in Part I of this report;
−Removed: (v) the information under the caption "Delinquent Section 16(a) Reports" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A;
−Removed: (vi) the information under the caption "Corporate Governance and Board Matters--Consideration of Director Nominees" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A;
−Removed: (vii) the information under the caption "Corporate Governance and Board Matters--Committees of the Board--Audit Committee" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.
+Added: The information under the caption “Executive Officers of the Registrant” in Part I of this report is incorporated herein by reference.
+Added: The Company’s definitive Proxy Statement for its 2026 Annual Meeting of Shareholders (the "Proxy Statement") will contain under the captions "Item 1:
+Added: Election of Directors," "Delinquent Section 16(a) Reports" (if applicable), "Corporate Governance and Board Matters—Consideration of Director Nominees" and "Corporate Governance and Board Matters—Committees of the Board—Audit Committee" additional information required by Item 10 of this report, which information is incorporated herein by this reference.
Code of Ethics
4 unchanged sentences
Insider Trading Policy
−Removed: The Company has adopted an Insider Trading Policy governing the purchase, sale and other disposition of its securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards of the The Nasdaq Stock Market LLC, as well as procedures designed to
−Removed: further the foregoing purposes.
+Added: The Company has adopted an Insider Trading Policy governing the purchase, sale and other disposition of its securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards of The Nasdaq Stock Market LLC, as well as procedures designed to further the foregoing purposes.
In addition, the Insider Trading Policy requires the Company to comply with applicable laws and regulations relating to trading in its securities.
−Removed: A copy of the Company's Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.
+Added: A copy of the Company's Insider Trading Policy is filed with this report as Exhibit 19.
Executive Compensation .
−Removed: Pursuant to General Instruction G(3) to Form 10-K, the information required by this Item is incorporated herein by reference to:
−Removed: (i) the information under the caption "Executive Compensation and Related Matters" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A;
−Removed: (ii) the information under the caption "Corporate Governance and Board Matters--Director Compensation" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.
+Added: The Proxy Statement will contain under the captions "Executive Compensation and Related Matters," "Corporate Governance and Board Matters—Director Compensation," and "Policies and Practices for Granting Certain Equity Awards" the information required by Item 11 of this report, which information is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .
−Removed: Pursuant to General Instruction G(3) to Form 10-K, the information required by this Item, other than that presented below, is incorporated herein by reference to the information under the caption "Ownership of Common Stock" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.
+Added: The Proxy Statement will contain under the caption "Ownership of Common Stock" information required by Item 12 of this report, which information is incorporated herein by reference.
Securities Authorized For Issuance Under Equity Compensation Plans
Information pertaining to equity compensation plans is contained in "Part II - Item 8.
−Removed: Financial Statements and Supplementary Data - Note 13 - " Share-based Compensation - Equity-Based Compensation Plan." of the Company's 2024 Annual report and are incorporated herein by reference.
+Added: Financial Statements and Supplementary Data - Note 12 "Stockholders' Equity and Accumulated Other Comprehensive Income (Loss) Equity-Based Compensation Plan " of the Company's 2025 Annual Report and are incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence .
−Removed: Pursuant to General Instruction G(3) to Form 10-K, the information required by this Item is incorporated herein by reference to:
−Removed: (i) the information under the caption "Related Party Transactions" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A;
−Removed: (ii) the information under the caption "Item 1:
−Removed: Election of Directors--What is the structure of our board and how often are directors elected?" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A;
−Removed: (iii) the information under the caption "Corporate Governance and Board Matters--Committees of the Board" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.
+Added: The Proxy Statement will contain under the captions "Related Party Transactions," "Item 1:
+Added: Election of Directors," and "Corporate Governance and Board Matters—Committees of the Board" the information required by Item 13 of this report, which information is incorporated herein by reference.
Principal Accountant Fees and Services .
−Removed: Pursuant to General Instruction G(3) to Form 10-K, the information required by this Item is incorporated herein by reference to the information under the caption "Independent Registered Public Accounting Firm Fees and Services" in the Company's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.
+Added: The Proxy Statement will contain under the caption "Independent Registered Public Accounting Firm Fees and Services" the information required by Item 14 of this report, which information is incorporated herein by reference.
Exhibits and Financial Statement Schedules.
27 unchanged sentences
Equity Incentive Plan Restricted Stock Unit Award (Service-Based Vesting) (filed as Exhibit 10.2 to the Company ' s current report on Form 8-K on June 12, 2023 and incorporated herein by reference).*
−Removed: 10.5 Hawthorn Bancshares, Inc.
−Removed: Employment Agreement (filed April 27, 2023 to the Company's current report on Form 8-K and incorporated herein by reference) .
13 The Company ' s 2025 Annual Report to Shareholders (only those portions of this Annual Report to Shareholders which are specifically incorporated by reference into this Annual Report on Form 10-K shall be deemed to be filed with the SEC).
14 Code of Business Conduct and Ethics of the Company (filed as Exhibit 14 to the Company ' s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and incorporated herein by reference).
−Removed: 16.1 Letter from KPMG LLP dated December 27, 2023 to the Securities and Exchange Commission (filed as Exhibit 16.1 to the Company's current report on Form 8-K on December 27, 2023 and incorporated herein by reference).
−Removed: 19 P olicy on Securities Trading and Han dling of Non-Public Information filed as Exhibit 19 to this Annual R eport on Form 10-K.
−Removed: 21 List of Subsidiaries (filed as Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and incorporated herein by reference).
+Added: 19 Policy on Securities Trading and Handling of Non-Public Information (filed as Exhibit 19 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and incorporated herein by reference).
+Added: 21 List of Subsidiaries .
23.1 Consent of Independent Registered Public Accounting Firm.
−Removed: 23.2 C on s ent of Independent Registered Public Accounting Firm.
+Added: 23.2 Consent of Independent Registered Public Accounting Firm.
24 Power of Attorney (included on the signature page to this Annual Report on Form 10-K).
13 unchanged sentences
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
−Removed: ____________________________
* Management contracts or compensatory plans or arrangements required to be identified by Item 15(a).
+Added: ____________________________
(b) Exhibits.
42 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.