HAWTHORN BANCSHARES, INC.

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our principal executive officers ("PEO") and the other named executive officers (the "Non-PEO NEOs") and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Giles (“PEO-1”) for each corresponding year in the “Total” column of the Summary Compensation Table for each year during which he served as Chief Executive Officer.

(2)The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Turner (“PEO-2”) for each corresponding year in the “Total” column of the Summary Compensation Table for each year during which he served as Executive Chairman or Chairman and Chief Executive Officer.

(3)The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) 2024: Mr. Bexten and Mr. Weishaar; (ii) 2023: Mr. Bexten and Ms. Bruegenhemke; and 2022: Ms. Bruegenhemke and Stephen E. Guthrie, our former Chief Financial Officer.

(4)The dollar amounts reported in column (e) reflect no deductions from or deletions to the amounts shown in column (d), as the Company has not granted, and therefore, did not report in the Summary Compensation Table, any stock or option awards for PEO-2 during the reported periods.

(5)The dollar amounts reported in columns (c) and (g) represent the amount of “compensation actually paid” to Mr. Giles, or our PEO-1, and our Non PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during 2024. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for 2024 to determine the compensation actually paid;

(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Giles for 2024 and an average for the Non-PEO NEOs for 2024.

(b)The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

(6)Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

The following chart sets forth the relationship between Compensation Actually Paid to our PEO-1 and PEO-2, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s cumulative total shareholder return (TSR) over the three most recently completed fiscal years.

The following chart sets forth the relationship between Compensation Actually Paid to our PEO-1 and PEO-2, the average of Compensation Actually Paid to our Non-PEO NEOs and our net income during the three most recently completed fiscal years.

(1)Consolidated net income decreased $19.8 million to $1.0 million, or $0.14 per diluted share, for the year ended December 31, 2023 compared to $20.8 million, or $2.94 per diluted share, for the year ended December 31, 2022. The Company proactively elected a strategy to begin repositioning its balance sheet during the fourth quarter of 2023 by selling $83.7 million in book value of investment securities, with an average yield of 1.57%, for an after-tax realized loss of $9.1 million. In addition, the Company recognized a $1.1 million mortgage servicing rights valuation write-down upon accepting a letter of intent to sell the Company's servicing portfolio during the first quarter of 2023 and recorded a $4.7 million valuation write-down primarily related to two foreclosed property relationships.