Annual report
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( Mark One ) ☑ ☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number : 0-23636 HAWTHORN BANCSHARES , INC . ( Exact name of registrant as specified in its charter ) Missouri ( State or other jurisdiction of incorporation or organization ) 43-1626350 ( I.R.S. Employer Identification No. ) Title of each class 132 East High Street , Box 688 , Jefferson City , Missouri 65102 ( Address of principal executive offices ) ( 573 ) 761-6100 ( Registrant's telephone number , including area code ) ( Zip Code ) Securities registered pursuant to Section 12 ( b ) of the Act : Common Stock , $ 1.00 par value Trading Symbol ( s ) . HWBK Name of each exchange on which registered The Nasdaq Stock Market LLC SECURITIES REGISTERED PURSUANT TO SECTION 12 ( g ) OF THE ACT : Common Stock , par value $ 1.00 per share ( Title of Class ) Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes □ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes □ No ☑ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer □ Smaller reporting company ☑ Accelerated filer ☐ Emerging growth company ☐ Non - accelerated filer If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☑ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes □ No The aggregate market value of the 5,805,361 shares of voting and non - voting common equity of the registrant held by non - affiliates computed by reference to the $ 19.69 closing price of such common equity on June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , was $ 114,307,556 . Aggregate market value excludes an aggregate of 680,287 shares of common stock held by officers and directors and by each person known by the registrant to own 5 % or more of the outstanding common stock on such date . Exclusion of shares held by any of these persons should not be construed to indicate that such person possesses the power , direct or indirect , to direct or cause the direction of the management or policies of the registrant , or that such person is controlled by or under common control with the registrant . As of March 12 , 2021 , the registrant had 6,769,322 shares of common stock , par value $ 1.00 per share , issued and 6,362,476 shares outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated by reference into the indicated parts of this report : ( 1 ) 2020 Annual Report to Shareholders - Part II and ( 2 ) definitive Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed with the Commission pursuant to Regulation 14A - Part III .