UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2023

HORIZON BANCORP, INC.
(Exact name of registrant as specified in its charter)

Indiana
000-10792
35-1562417
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
515 Franklin Street
Michigan City, IN 46360
(Address of principal executive offices, including zip code)

(219) 879-0211
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of each exchange on which registered
HBNC
HBNC
The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

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.

Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Thomas M. Prame as Chief Executive Officer

On January 17, 2023, the Board approved the appointment of Thomas M. Prame to serve as the Chief Executive Officer of both Horizon Bancorp, Inc. (“Horizon Bancorp” or the “Company”) and its wholly-owned bank subsidiary, Horizon Bank, effective as of June 1, 2023. Mr. Prame currently serves as the President of both Horizon Bancorp and Horizon Bank and on the Board of Directors of Horizon Bank and will continue to serve in all of those positions in addition to his new role as Chief Executive Officer.

Mr. Prame will succeed Craig M. Dwight as the long-time CEO of both Horizon Bancorp and Horizon Bank. Mr. Dwight will continue to serve as CEO until June 1, 2023 and will continue to serve as Chairman of both organizations thereafter. Mr. Dwight will retire as an employee of the Company effective as of July 3, 2023, which will trigger the retirement provisions of his employment agreement. Mr. Dwight has been an employee at the Company since 1998 and has served as the CEO since 2001 and Chairman of the Board since 2013. Mr. Dwight has also served on the Board of Directors of Horizon and Horizon Bank since 1998..

As previously disclosed in connection with the hiring of Mr. Prame as the President of Horizon Bancorp and Horizon Bank in August of 2022, prior to joining the Company, Mr. Prame held a variety of executive officer positions of increasing responsibility at First Midwest Bancorp, since joining First Midwest Bancorp in 2012, and most recently served as the Executive Vice President and CEO of Community Banking. Prior to joining First Midwest Bancorp, he held senior level retail bank positions with RBS Citizens Bank, Colonial Bank, CitiMortgage and Fifth Third Bank. Mr. Prame received his MBA in finance from the University of Notre Dame and his bachelor’s degree in economics from the University of Rochester.

On January 18, 2023, the Company issued a press release announcing the appointment of Mr. Prame as the Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.
 
Description
 
Location
 
Press release dated January 18, 2023
 
Attached
104
 
Cover Page Interactive Data File (Embedded within the Inline XBRL document)
 
Within the Inline XBRL document


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:
January 18, 2023
HORIZON BANCORP, INC.
       
       
   
By:
/s/ Craig M. Dwight
     
Craig M. Dwight
     
Chairman of the Board

Exhibit 99.1



Horizon Bancorp, Inc. Announces Thomas M. Prame to be Appointed Chief Executive Officer Effective June 1, 2023

MICHIGAN CITY, Ind., January 18, 2023 – (GLOBE NEWSWIRE) Horizon Bancorp, Inc. (“Horizon”) (NASDAQ GS: HBNC) and Horizon Bank announced that Thomas M. Prame will be appointed the Chief Executive Officer of both organizations effective June 1, 2023.  Craig M. Dwight, will retain the title of Chief Executive Officer until June 1st and retire as an employee from Horizon and Horizon Bank effective July 3, 2023. Mr. Dwight will remain the Chairman of the Board of both organizations.  Prame will continue in his role as President of both organizations.

Mr. Dwight has served Horizon as its Chief Executive Officer since 2001 and Chairman since 2013.  Prior to that, he was the President and Chief Administrative Officer of Horizon and the Chief Executive Officer and Chair of Horizon Bank commencing in 1998. Mr. Dwight has also served on the Board of Directors of Horizon and Horizon Bank since 1998 and will continue to serve as Chairman of both organizations.

Since Mr. Prame joined Horizon in August 2022, he has established himself as a forward-thinking leader and has been immersed in furthering the Company's strategic direction and operational success. His leadership experience at larger metropolitan banks in implementing strategic plans and significantly increasing operational efficiency and sales productivity has already played a key role in advancing Horizon’s operating model.  Prame is also deeply engaged in the expansion of Horizon’s technology-enabled business model and growth of the lending platforms that are focused on creating long-lasting customer relationships.

 “The Board is extremely grateful for the dedication and leadership Craig has provided Horizon over the last several decades,” said Michele M. Magnuson, Horizon’s Lead Director. “During his tenure as Chairman and CEO of Horizon and Horizon Bank, the Company grew from approximately $400 million in total assets to $7.7 billion. Craig successfully guided Horizon through remarkable growth, as well as periods of economic turmoil, including the great recession and the COVID-19 pandemic. Craig’s leadership extends beyond the success of Horizon, and he has also made significant tangible impacts through his involvement in the state and local communities that Horizon calls home.  Craig has also positively impacted many external organizations in our markets, and he has been the key driver of Horizon’s people first culture focused on exceptional service and sensible advice.  We sincerely thank him for his substantial contributions to the Company and look forward to his continued service on our Board of Directors and as our Chairman.”

Ms. Magnuson further stated, “The Board has been extremely impressed with Thomas Prame who has quickly and seamlessly integrated with Horizon’s leadership and has shown an unwavering focus on our customers, advisors, local communities, shareholders and other stakeholders. We believe his strategic leadership experience and deep understanding of our local markets will ensure Horizon’s continued success in expanding our client base in Indiana, Michigan, and throughout the Midwest.”

Craig M. Dwight, Chairman and CEO added, “I congratulate Thomas on his appointment and look forward to continuing to work closely with him during the transition. Since he joined Horizon last August, he has played a significant role in advancing many of the operational and strategic initiatives at Horizon. It has been an honor and a privilege for me to lead Horizon and Horizon Bank over these past twenty-five years and to be associated with such an outstanding team. I am very grateful for the opportunity to have led this organization and all the support that I have received throughout my tenure.  It has been an amazing journey and I am very proud of the significant growth and success that our team has achieved over the years.  Given Horizon’s current diverse and exceptional talent, I am excited about the future of the Company and the incredible energy from our team that will continue to propel the Company to the next level of performance and growth.”

Thomas M. Prame added, “I am extremely grateful and humbled to be selected to lead this amazing organization, to advance and enhance the Company’s strategies and to continue the significant growth trajectory while providing banking solutions for the people and businesses in the communities we serve. I thank Craig for his remarkable leadership and mentorship during my time thus far at Horizon, and I look forward to working closely with him during the transition period.”




About Horizon Bancorp, Inc.

Horizon Bancorp, Inc. (NASDAQ GS: HBNC), with $7.7 billion in assets, is the bank holding company for Horizon Bank, which serves customers across diverse and economically attractive Midwestern markets through convenient digital and virtual tools, as well as its Indiana and Michigan branches. Horizon Bank’s retail offerings include prime residential, indirect auto, and other secured consumer lending to in–market customers, as well as a range of personal banking and wealth management solutions. Horizon also provides a comprehensive array of in–market business banking and treasury management services, with commercial lending representing over half of total loans. More information on Horizon, headquartered in Northwest Indiana’s Michigan City, is available at horizonbank.com and investor.horizonbank.com.

 
Contact:
Thomas Prame, President
 
Phone:
(219) 873-2640

Forward Looking Statements

This press release may contain forward–looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon Bancorp, Inc. and its affiliates (collectively, “Horizon”). For these statements, Horizon claims the protection of the safe harbor for forward–looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the Securities and Exchange Commission (the “SEC”). Forward–looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward–looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.

Although management believes that the expectations reflected in such forward–looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include: changes in the level and volatility of interest rates, changes in spreads on earning assets and changes in interest bearing liabilities; increased interest rate sensitivity; continuing increases in inflation; loss of key Horizon personnel; increases in disintermediation; potential loss of fee income, including interchange fees, as new and emerging alternative payment platforms take a greater market share of the payment systems; estimates of fair value of certain of Horizon’s assets and liabilities; changes in prepayment speeds, loan originations, credit losses, market values, collateral securing loans and other assets; changes in sources of liquidity; continuing risks and uncertainties relating to the COVID–19 pandemic and government responses thereto; legislative and regulatory actions and reforms; changes in accounting policies or procedures as may be adopted and required by regulatory agencies; litigation, regulatory enforcement, and legal compliance risk and costs; rapid technological developments and changes; cyber terrorism and data security breaches; the rising costs of cybersecurity; the ability of the U.S. federal government to manage federal debt limits; climate change and social justice initiatives; material changes outside the U.S. or in overseas relations, including changes in U.S. trade relations related to imposition of tariffs, Brexit, and the phase out of the London Interbank Offered Rate (“LIBOR”); the inability to realize cost savings or revenues or to effectively implement integration plans and other consequences associated with mergers, acquisitions, and divestitures; acts of terrorism, war and global conflicts, such as the Russia and Ukraine conflict; and supply chain disruptions and delays. These and additional factors that could cause actual results to differ materially from those expressed in the forward–looking statements are discussed in Horizon’s reports (such as the Annual Report on Form 10–K, Quarterly Reports on Form 10–Q, and Current Reports on Form 8–K) filed with the SEC and available at the SEC’s Internet website (www.sec.gov). Undue reliance should not be placed on the forward–looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward–looking statement to reflect the events or circumstances after the date on which the forward–looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.