Horizon Bancorp Inc S-4, filed Oct 23, 2025

Horizon Bancorp Inc (HBNC)

S-4 2025-10-23

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Indiana		6022		35-1562417
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

Large accelerated filer ☐		Accelerated filer þ
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging Growth Company ☐

	Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	☐
	Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	☐

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
SUMMARY	6
Horizon bancorp, inc.	6
Summary of the Exchange Offer	7
Summary of the New Notes	10
RISK FACTORS	13
USE OF PROCEEDS	16
THE EXCHANGE OFFER	17
General	17
Registration Rights Agreement	18
Eligibility; Transferability	18
Expiration of the Exchange Offer; Extensions; Amendments	19
Conditions	19
Procedures for Tendering Old Notes	20
Representations	22
Withdrawal of Tenders	22
Exchange Agent	23
Fees and Expenses	23
Accounting Treatment	23
Consequences of Failure to Exchange	23
Additional Information Regarding the Registration Rights Agreement	24
DESCRIPTION OF THE NOTES	25
General	25
Principal, Maturity and Interest	25
Effect of Benchmark Replacement	26
Definitions Relating to the Determination of a Floating Interest Rate	26
Determination and Decisions	29
Interest Payments	29
Subordination	29
Redemption	31
Repurchases	32
No Sinking Fund; Non-Convertible	32
Form, Denomination, Transfer, Exchange and Book-Entry Procedures	32
Indenture Covenants	34
Events of Default; Right of Acceleration; Failure to Pay Principal or Interest	34
Amendment, Supplement and Waiver	35
Satisfaction and Discharge of the Indenture; Defeasance	36
The Trustee	37
No Personal Liability of Shareholders, Employees, Officers, Directors or Exchange Agent	37
Governing Law	37
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	38

PLAN OF DISTRIBUTION	39
LEGAL MATTERS	39
EXPERTS	39
PART II INFORMATION NOT REQUIRED IN PROSPECTUS	II-1
Item 20. Indemnification of directors and officers	II-1
Item 21. EXHIBITS AND FINANCIAL STATEMENTS	II-1
Item 22. UNDERTAKINGS	II-1

Old Notes		$100,000,000 in aggregate principal amount of 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035.

New Notes		Up to $100,000,000 in aggregate principal amount of 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 that have terms that are identical in all material respects to the terms of the Old Notes, except that: (1) the New Notes will be registered with the SEC under the Securities Act and, as a result, will not bear any legend restricting their transfer; (2) the New Notes will bear a different CUSIP number and ISIN number from the Old Notes; (3) the New Notes will generally not be subject to transfer restrictions; (4) holders of the New Notes will not be entitled to registration rights under the registration rights agreement that we entered into with the initial purchasers of the Old Notes or otherwise; and (5) because the holders of the New Notes will not be entitled to registration rights, holders of the New Notes will not have the right to additional interest under the circumstances described in the registration rights agreement relating to our fulfillment of our registration obligations.

Exchange Offer		We are offering to exchange the Old Notes for a like principal amount of New Notes. Subject to the terms of the exchange offer, following the expiration or termination of the exchange offer, we will exchange Old Notes that have been validly tendered and not validly withdrawn prior to such expiration or termination for an equal principal amount of New Notes.

Expiration Date		The exchange offer will expire at 5:00 p.m. Eastern Time, on [ ], unless extended (the “expiration date”).

Withdrawal Rights

Old Notes Issued in Book-Entry Form		You may withdraw the book-entry tender of your Old Notes at any time before the expiration date. For a withdrawal of tendered Old Notes issued in book-entry form to be effective, the exchange agent must receive, on or prior to 5:00 p.m. Eastern Time on the expiration date, a computer-generated notice of withdrawal, transmitted by Depository Trust Company (“DTC”), on your behalf in accordance with the appropriate procedures of DTC’s “Automated Tender Offer Program,” or ATOP. See “The Exchange Offer - Withdrawal of Tenders” on page 22.

Certificated Old Notes		You may withdraw the certificated tender of your Old Notes at any time before the expiration date. For a withdrawal of tendered Old Notes issued in certificated form (“Certificated Old Notes”), the exchange agent must receive a written notice of withdrawal prior to 5:00 p.m. Eastern Time, on the expiration date. See “The Exchange Offer – Withdrawal of Tenders” on page 22.

Conditions to Exchange Offer		The exchange offer is subject to customary conditions, which we may waive. See “The Exchange Offer – Conditions” on page 19.

Procedures for Tendering Old Notes

Old Notes Issued in Book-Entry Form		$92.0 million of the Old Notes were issued in book-entry form, and are currently represented by global certificates held for the account of DTC, as depositary, or its nominee. Accordingly, DTC is treated as the registered holder of such Old Notes and will be the only entity that can tender such Old Notes for New Notes. In order to participate in the exchange offer, you must follow the procedures established by DTC for tendering your Old Notes held in book-entry form. These ATOP procedures require that, prior to the expiration date of the exchange offer, (i) DTC receives (a) your instructions to exchange your Old Notes and (b) your agreement to be bound by the terms of the accompanying letter of transmittal, and (ii) the exchange agent receives a computer generated message known as an “agent’s message” that is transmitted through ATOP. Please note that by using the ATOP procedures to tender and exchange Old Notes, you will be bound by the terms of the accompanying letter of transmittal, and you will be deemed to have made the acknowledgments and representations it contains. See “The Exchange Offer - Eligibility; Transferability” on page 18 and “The Exchange Offer - Representations” on page 22.

Certificated Old Notes		$8.0 million of the Old Notes are Certificated Old Notes. For any Old Notes that are in certificated form and that are registered in the initial purchaser’s name, each beneficial holder of an Old Note must transmit a properly completed and duly executed letter of transmittal, the certificated note, and all other documents required by the letter of transmittal to the exchange agent, at its address listed under “The Exchange Offer - Exchange Agent” on page 23. Please note that by signing, or agreeing to be bound by, the letter of transmittal, you will be making a number of important representations to us. See “The Exchange Offer - Eligibility; Transferability” on page 18 and “The Exchange Offer - Representations” on page 22.

United States Federal Income Tax Considerations		The exchange of Old Notes for New Notes in the exchange offer generally should not constitute a taxable event for United States federal income tax purposes. See “Material United States Federal Income Tax Considerations” on page 38. You should consult your own tax advisor as to the tax consequences of exchanging your Old Notes for New Notes.

Registration Rights		Under the terms of the registration rights agreement that we entered into with the initial purchasers of the Old Notes at the time we issued the Old Notes, we agreed to register the New Notes and undertake the exchange offer. The exchange offer is intended to satisfy the rights of holders of Old Notes under that registration rights agreement. After the exchange offer is completed, we will have no further obligations, except under certain limited circumstances, to provide for any exchange or undertake any further registration with respect to the Old Notes.

			·	you are acquiring the New Notes in the ordinary course of business;
			·	you do not have an arrangement or understanding with any person to participate in any distribution (within the meaning of the Securities Act) of the New Notes;
			·	you are not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;
			·	you are not a broker-dealer registered under the Exchange Act, and you are not engaged in, nor is any such person engaged in, and do not intend to engage in, any distribution (within the meaning of the Securities Act) of the New Notes; and
			·	you are not acting on behalf of any person who could not truthfully make these statements.

		Our belief that transfers of New Notes would be permitted without complying with the registration and prospectus delivery requirements of the Securities Act under the conditions described above is based on interpretations by the staff of the SEC given to other, unrelated issuers in similar exchange offers. The staff of the SEC has not considered the exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar interpretation with respect to the exchange offer. If our belief is not accurate and you transfer a New Note without complying with the registration and prospectus delivery requirements of the Securities Act or without an exemption from such requirements, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, any such liability. See “Risk Factors - Risks Related to the Exchange Offer” beginning on page 13. Any broker-dealer that holds Old Notes acquired for its own account as a result of market-making activities or other trading activities and that receives New Notes for its own account pursuant to the exchange offer may be a statutory underwriter and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. See “Plan of Distribution” on page 39.

Consequences of Failing to Exchange Old Notes		Any Old Notes that are not exchanged in the exchange offer will continue to be governed by the same indenture under which the Old Notes were issued. Old Notes that are not exchanged will remain subject to the restrictions on transfer described in the Old Notes, and you will not be able to offer, sell, pledge or otherwise transfer the Old Notes, except under an exemption from the registration requirements of the Securities Act or unless the Old Notes are registered under the Securities Act. If you do not participate in the exchange offer, the liquidity of your Old Notes could be adversely affected. See “Risk Factors - Risks Related to the Exchange Offer” on page 13 and “The Exchange Offer - Consequences of Failure to Exchange” on page 23.

Use of Proceeds		We will not receive any cash proceeds from the exchange of Old Notes for New Notes as a result of the exchange offer. We will pay all expenses incident to the exchange offer.

Cancellation of Exchanged Old Notes		Old Notes that are surrendered in exchange for New Notes will be retired and cancelled and will not be reissued. Accordingly, the issuance of the New Notes under the exchange offer will not result in any increase in our outstanding indebtedness.

Exchange Agent		Wilmington Trust, National Association, is serving as the exchange agent for the exchange offer. See “The Exchange Offer - Exchange Agent” on page 23 for the address, telephone number, and email address of the exchange agent.

Issuer		Horizon Bancorp, Inc.

Securities		7.00% Fixed-to-Floating Rate Subordinated Notes due 2035.

Aggregate Principal Amount		Up to $100,000,000.

Maturity Date		September 15, 2035, unless previously redeemed.

Form and Denomination		The New Notes will be issued only in fully registered form without interest coupons, in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. Unless otherwise required for institutional accredited investors, the New Notes will be evidenced by a global note deposited with the trustee for the New Notes, as custodian for DTC, and transfers of beneficial interests will be facilitated only through records maintained by DTC and its participants.

Interest Rate and Interest Rate Payment Dates During Fixed Rate Period		7.00% per annum, from and including August 29, 2025 to, but excluding September 15, 2030 (the “Fixed Rate Period”) payable semiannually in arrears on September 15 and March 15 of each year, beginning March 15, 2026.

Interest Rate and Interest Rate Payment Dates During Floating Rate Period		From and including September 15, 2030, to, but excluding, the maturity date or early redemption date (the “Floating Rate Period”), the interest rate shall reset quarterly to an interest rate per annum equal to a benchmark rate that is expected to be the then current Three-Month Term Secured Overnight Financing Rate (“SOFR”), as published by the Federal Reserve Bank of New York (provided, however, that in the event Three-Month Term SOFR is less than zero, Three-Month Term SOFR shall be deemed to be zero), plus 360 basis points, payable quarterly in arrears on March 15, June 15, September 15, and December 15 of each year, beginning December 15, 2030. If Three-Month Term SOFR cannot be determined on a given date, a different index shall be determined and used in accordance with the terms of the New Notes.

Day Count Convention		During the Fixed Rate Period: 30-day month/360-day year. During the Floating Rate Period: 360-day year and the number of actual days elapsed.

Record Dates		Each interest payment will be made to the holders of record who held the New Notes at the close of business on the first calendar day prior to the applicable interest payment date.

		·	will rank junior in right of payment and upon our liquidation to our existing and future “senior indebtedness” (as defined below);
		·	will rank equally in right of payment and upon our liquidation with our existing and future indebtedness, the terms of which provide that such indebtedness ranks equally with promissory notes, bonds, debentures and other evidences of indebtedness of types that include the New Notes;
		·	will rank senior in right of payment and upon our liquidation to any indebtedness, the terms of which provide that such indebtedness ranks junior to promissory notes, bonds, debentures and other evidences of indebtedness of types that include the New Notes; and
		·	will be effectively subordinated to all of the existing and future indebtedness, deposits and other liabilities of the Bank and our other current and future subsidiaries.

		As of June 30, 2025, the Company and its subsidiaries had, in the aggregate, outstanding total liabilities, including debt and deposits, of $6.8 billion. Included in this amount, as of June 30, 2025, the Company had $55.8 million of indebtedness that would rank senior to or equal in right of payment with the New Notes (other than the Old Notes), and $57.6 million of indebtedness that would rank subordinate to the New Notes. See “Description of the Notes - Subordination” on page 29.

Optional Redemption		The Company may, at its option, beginning with the interest payment date of September 15, 2030, but not prior thereto (except upon the occurrence of certain events specified below), and on any scheduled interest payment date thereafter, redeem the New Notes, in whole or in part, subject to obtaining the prior approval of the Federal Reserve Board to the extent such prior approval is then required under the capital adequacy rules of the Federal Reserve Board, at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed plus any accrued and unpaid interest to, but excluding, the date of redemption. Any partial redemption will be made pro rata among all of the noteholders (such redemption to be considered a “Pro Rata Pass-Through of Principal” for purpose of a redemption processed through DTC). The New Notes will not be subject to redemption at the option of the noteholders, and there is no sinking fund for the New Notes.

Special Event Redemption		The New Notes may not be redeemed prior to September 15, 2030, except that the Company may redeem the New Notes at any time, at its option, in whole but not in part, subject to obtaining the prior approval of the Federal Reserve Board to extent such prior approval is then required under the capital adequacy rules of the Federal Reserve Board, if (i) a subsequent event occurs that precludes the New Notes from being recognized as Tier 2 capital for regulatory capital purposes, (ii) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the New Notes for U.S. federal income tax purposes, or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended, in each case, at a redemption price equal to 100% of the principal amount of the New Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

No Limitations on Indebtedness		The terms of the New Notes do not limit the amount of additional indebtedness the Company, the Bank or any of our respective subsidiaries may incur or the amount of other obligations ranking senior or equal to the New Notes that we may incur.

Limited Indenture Covenants		The indenture governing the New Notes contains no financial covenants requiring us to achieve or maintain any minimum financial results relating to our financial position or results of operations or meet or exceed any financial ratios as a general matter or in order to incur additional indebtedness or obligations or to maintain any reserves. Moreover, neither the indenture nor the New Notes contain any covenants prohibiting us from, or limiting our right to, grant liens on our assets to secure our indebtedness or other obligations that are senior in right of payment to the New Notes, to repurchase our stock or other securities, including any of the New Notes, or to pay dividends or make other distributions to our shareholders (except, subject to certain limited exceptions, the Company is prohibited from declaring or paying any dividends or distributions on, or redeeming, purchasing, acquiring, or making a liquidation payment with respect to, any of the Company’s capital stock, making any payment of principal or interest or premium, if any, on or repaying, repurchasing or redeeming any debt securities of the Company that rank equal with or junior to the notes, or making any payments under any guarantee that ranks equal with or junior to the notes, in each case, upon our failure to make any required payment of principal or interest on the notes).

Listing; No Public Market		The New Notes are a new issue of securities with no established trading market, and we do not expect any public market to develop in the future for the New Notes. The Old Notes are not listed on any national securities exchange or quotation system and we do not intend to apply for listing of the New Notes on any national securities exchange or quotation system.

Risk Factors		See “Risk Factors” beginning on page 13 of this prospectus, as well as the sections entitled “Risk Factors” in our annual and quarterly reports filed with the SEC, and other information included in or incorporated by reference into this prospectus for a discussion of factors you should consider carefully before deciding to participate in the exchange offer.

Trustee		Wilmington Trust, National Association, or its successor if replaced in accordance with the applicable provisions of the indenture.

Governing Law		The indenture and the New Notes are governed by and will be construed in accordance with the laws of the State of New York.

	·	account number of the beneficial owner tendering such Old Notes;
	·	principal amount of Old Notes tendered by such beneficial owner; and
	·	a confirmation that the beneficial owner of the Old Notes has agreed to be bound by the terms of the accompanying letter of transmittal.

	·	the physical Old Note, if such physical Old Note is not then deposited with Horizon as custodian for the holder thereof;
	·	a properly completed and duly executed letter of transmittal; and
	·	all other documents required by the letter of transmittal.

	·	any New Notes that you receive will be acquired in the ordinary course of business;
	·	you are not participating in the exchange offer with a view to distribute any New Notes nor do you have any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes in violation of the provisions of the Securities Act;
	·	you are not an “affiliate” of ours (within the meaning of Rule 405 under the Securities Act); and
	·	if you are a broker-dealer that will receive New Notes for your own account in exchange for Old Notes, you acquired those New Notes as a result of market-making or other trading activities, and you will satisfy any applicable prospectus delivery requirements in connection with any resale of such New Notes.

	·	specify the name of the person having tendered the Old Notes to be withdrawn and, if different, the name of the registered holder of such Old Notes (or, in the case of Old Notes tendered by book-entry transfer, the name and DTC account number of the DTC participant that tendered such Old Notes);
	·	identify the Old Notes to be withdrawn (including the CUSIP numbers and, in the case of Certificated Old Notes, the certificate numbers thereof) and principal amount of such Old Notes;
	·	in the case of Old Notes tendered through DTC’s ATOP procedures, specify the name and number of the account at DTC to be credited with the withdrawn Old Notes;
	·	in the case of Certificated Old Notes, be signed by the same person and in the same manner as the original letter of transmittal, including any signature guarantees (or, in the case of Old Notes tendered by book-entry transfer, be signed by or transmitted on behalf of the same DTC participant that tendered such Old Notes), or be accompanied by evidence satisfactory to us and the exchange agent that the person withdrawing the tender has succeeded to the beneficial ownership of those Old Notes;
	·	include a statement that such holder is withdrawing its election to have such Old Notes exchanged;
	·	if the letter of transmittal was executed by a person other than the registered holder, be accompanied by a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such registered holder;
	·	and in the case of Old Notes tendered by book-entry transfer, otherwise comply with the procedures of DTC.

By Mail or Hand Delivery:	Wilmington Trust, National Association Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Workflow Management – 5^th Floor

Telephone:	(302) 636-6470

Email:	DTC@wilmingtontrust.com

	·	New Notes and/or substitute Old Notes not exchanged are to be delivered to, or registered or issued in the name of, any person other than the registered holder of the Old Notes so exchanged;
	·	tendered Old Notes are registered in the name of any person other than the person signing the letter of transmittal; or
	·	a transfer tax is imposed for any reason other than the exchange of Old Notes under the exchange offer.

	·	to us or to any of our subsidiaries;
	·	under a registration statement that has been declared effective under the Securities Act;
	·	for so long as the Old Notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person the holder of the Old Notes and any person acting on its behalf reasonably believes is a “qualified institutional buyer” as defined in Rule 144A, that purchases for its own account or for the account of another qualified institutional buyer, in each case, to whom notice is given that the transfer is being made in reliance on Rule 144A; or
	·	under any other available exemption from the registration requirements of the Securities Act (in which case we and the trustee will have the right to require the delivery of an opinion of counsel (at the holder’s sole cost), certifications and/or other information satisfactory to us and the trustee);

	·	the registration statement is not filed with the SEC on or prior to October 28, 2025;
	·	the registration statement is not declared effective by the SEC on or prior to December 27, 2025; or
	·	the exchange offer is not completed on or prior to the 45th day following the effective date of the registration statement;

	(1)	the sum of (a) Compounded SOFR (as defined below) and (b) the Benchmark Replacement Adjustment;
	(2)	the sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;
	(3)	the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
	(4)	the sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment.

	(1)	the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
	(2)	if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and
	(3)	the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.

	(1)	if the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR, (b) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (c) the Company determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;
	(2)	a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;
	(3)	a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or
	(4)	a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

	·	we are subject to any termination, winding up, liquidation or reorganization, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of our creditors or any other marshalling of our assets and liabilities (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred upon any senior indebtedness and the holders thereof with respect to the notes and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law); or
	·	a default in the payment of principal of, or premium, if any, or interest on, any senior indebtedness, has occurred and is continuing beyond any applicable grace period or an event of default has occurred and is continuing with respect to any senior indebtedness, or would occur as a result of a payment of principal of, or interest on, the notes being made and that event of default would permit the holders of any senior indebtedness to accelerate the maturity of that senior indebtedness and such default or event of default has not been cured, waived or otherwise have ceased to exist.

	·	DTC notifies us that it is unwilling or unable to continue acting as the depositary for the global note, or DTC has ceased to be a clearing agency registered under the Exchange Act, and in either case we fail to appoint a successor depositary; or
	·	an event of default with respect to the notes represented by the global note has occurred and is continuing.

	·	you cannot get notes registered in your name if they are represented by the global note;
	·	you cannot receive certificated (physical) notes in exchange for your beneficial interest in the global note;
	·	you will not be considered to be the owner or holder of the global note or any note it represents for any purpose; and
	·	all payments on the global note will be made to DTC or its nominee.

	Horizon Bancorp, Inc.

By:	/s/ Thomas M. Prame	October 23, 2025
	Thomas M. Prame Chief Executive Officer & President

/s/ Thomas M. Prame	Chief Executive Officer & President,	October 23, 2025
Thomas M. Prame	Director (Principal Executive Officer)

/s/ John R. Stewart	Executive Vice President & Chief Financial	October 23, 2025
John R. Stewart, CFA	Officer (Principal Financial and Accounting Officer)

* /s/ Eric P. Blackhurst	Chairman of the Board and Director	October 23, 2025
Eric P. Blackhurst

* /s/ Kevn W. Ahern	Director	October 23, 2025
Kevn W. Ahern

* /s/ Lawrence E. Burnell	Director	October 23, 2025
Lawrence E. Burnell

* /s/ James W. Dworkin	Director	October 23, 2025
James W. Dworkin

* /s/ Julie S. Freigang	Director	October 23, 2025
Julie S. Freigang

* /s/ Brian W. Maass	Director	October 23, 2025
Brian W. Maass

* /s/ Larry S. Magnesen	Director	October 23, 2025
Larry S. Magnesen

* /s/ Michele M. Magnuson	Director	October 23, 2025
Michele M. Magnuson

* /s/ Steven W. Reed	Director	October 23, 2025
Steven W. Reed

* /s/ Michele A. Samuels	Director	October 23, 2025
Michele A. Samuels

* /s/ Brian C. Walker	Director	October 23, 2025
Brian C. Walker

* /s/ Vanessa P. Williams	Director	October 23, 2025
Vanessa P. Williams

*By /s/ Todd A. Etzler
Attorney-in-Fact

Exhibit		Document
3.1		Amended and Restated Articles of Incorporation of Horizon Bancorp, Inc. effective May 16, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8–K filed on May 16, 2018).
3.2		Amended and Restated Bylaws of Horizon Bancorp, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8–K filed on December 20, 2022).
4.1		Indenture dated August 29, 2025 between Horizon Bancorp, Inc. and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Form 8–K filed on August 29, 2025).
4.2		Form of 7.00% Fixed-to-Floating Rate Subordinated Note due September 15, 2035 (included as Exhibits A-1 and A-2 to the Indenture and here incorporated by reference).
4.3		Form of Subordinated Note Purchase Agreement, dated as of August 29, 2025, by and among Horizon Bancorp, Inc. and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Form 8–K filed on August 29, 2025).
4.4		Form of Registration Rights Agreement, dated as of August 29, 2025, by and among Horizon Bancorp, Inc. and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Form 8–K filed on August 29, 2025).
5		Opinion of Warner Norcross + Judd LLP regarding the validity of the securities being registered.
21		Subsidiaries of Horizon (incorporated by reference to Exhibit 21 to the Company’s Form 10–K filed on March 14, 2025).
23.1		Consent of Warner Norcross + Judd LLP (included in Exhibit 5.1 and here incorporated by reference).
23.2		Consent of Forvis Mazars, LLP.
24		Powers of Attorney.
25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended of Wilmington Trust, National Association, as Trustee with respect to the Indenture.
99.1		Form of Letter of Transmittal.
107		Filing Fee Table.

	Warner Norcross + Judd LLP

	By	/s/ Charlie Goode
		Charlie Goode, a Partner

/s/ Kevin W. Ahern		/s/ Eric P. Blackhurst
Kevin W. Ahern		Eric P. Blackhurst

/s/ Lawrence E. Burnell		/s/ James B. Dworkin
Lawrence E. Burnell		James B. Dworkin

/s/ Julie S. Freigang		/s/ Brian W. Maass
Julie S. Freigang		Brian W. Maass

/s/ Larry S. Magnesen		/s/ Michele M. Magnuson
Larry S. Magnesen		Michele M. Magnuson

/s/ Thomas M. Prame		/s/ Steven W. Reed
Thomas M. Prame		Steven W. Reed

/s/ Michele A. Samuels		/s/ Brian C. Walker
Michele A. Samuels		Brian C. Walker

/s/ Vanessa P. Williams
Vanessa P. Williams

	WILMINGTON TRUST, NATIONAL ASSOCIATION

	By:	/s/ Michael H. Wass
	Name:	Michael H. Wass
	Title:	Vice President

	1)	exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or
	2)	exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.