HAWTHORN BANCSHARES, INC. 10-Q

Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our Company’s management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a - 15(e) and 15d - 15(e) of the Securities Exchange Act of 1934, means controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required. Based upon and as of the date of that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As previously reported, during the preparation of our financial statements for the three months ended March 31, 2026, management identified a material weakness in the Company’s internal control over financial reporting related to the evaluation and application of U.S. GAAP to certain non-routine transactions. This material weakness was evidenced by errors identified in the accounting for a sale-leaseback transaction under ASC 842-40 during the quarter ended March 31, 2026, and in the accounting for a low-income housing tax credit investment under ASC 323-740 during the quarter ended June 30, 2026. As of June 30, 2026, the material weakness had not been remediated. Management is in the process of developing remediation measures to address this material weakness, including enhancing its accounting review procedures for non-routine transactions, strengthening controls over the evaluation of technical accounting matters, engaging additional external resources with specialized accounting expertise when appropriate, and formalizing procedures for evaluating and documenting the accounting conclusions for non-routine transactions. Management may determine to take additional measures to address the material weakness or modify the remediation efforts described above. The material weakness will be considered remediated after applicable controls operate for a sufficient period of time, and management has concluded that the controls are effective. Notwithstanding the material weakness, and based on additional analyses and other procedures management performed, we have concluded that our consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position and results of operations and cash flows as of each of the dates, and for each of the periods, presented herein. The material weakness did not result in any identified misstatements or require any restatement of our consolidated financial statements for any prior periods. It should be noted that any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any system of disclosure controls and procedures is based in part upon assumptions about the likelihood of future events. Because of these and other inherent limitations of any such system, there can be no assurance that any design will always succeed in achieving its stated goals under all circumstances. Changes in Internal Control Over Financial Reporting 59 Except as disclosed above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Securities Exchange Act of 1934) that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 60 PART II - OTHER INFORMATION Item 1. Legal Proceedings The information required by this Item is set forth under the caption “Pending Litigation” in Note 14 - Commitments and Contingencies, in our Company’s Notes to Consolidated Financial Statements ( unaudited) . Item 1A. Risk Factors There have been no material changes in the risk factors previously disclosed under Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.