hbnc-20250226

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): February 26, 2025

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
Common stock, no par value	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

Retirement of Craig M. Dwight

Craig M. Dwight, Chairman of the Board of Directors (the “Board”) and a member of the Board of Horizon Bancorp, Inc. (the “Company”), submitted notice on February 24, 2025 that he will retire from the Board at the end of his current term and will not stand for re-election at the Company's 2025 annual meeting of shareholders. He will also retire from the Board of Directors of the Company's wholly owned subsidiary, Horizon Bank, effective at the expiration of his current term as a director of the Company. The decision by Mr. Dwight to retire as a director was not a result of any disagreement with the Board or management of the Company or Horizon Bank. Mr. Dwight serves as a member of the Enterprise Risk Committee and a is a non-voting member of the Corporate Governance & Nominating Committee. The Board thanks Mr. Dwight for his years of service and contributions to the Company.

Decrease in Board of Directors

On February 25, 2025, the Board of the Company decreased the size of the Board from 11 to 10 members by decreasing the Board Class of 2028 by one position, effective immediately upon the retirement of Craig M. Dwight at the 2025 annual meeting.

Item 8.01 Other Events

Election of Chairman of the Board

On February 25, 2025, the Board appointed Mr. Eric Blackhurst as independent Chairman of the Board, effective immediately upon the retirement of Craig M. Dwight at the 2025 annual meeting. The Board has determined that Mr. Blackhurst is an “independent” director under the Company’s Board Responsibilities and Guidelines and the listing standards of Nasdaq, as well as the applicable rules promulgated by the SEC. The position of Lead Director will terminate as of the effective time of the independent Chairman taking office.

Item 8.01 Other Events

On February 26, 2025, the Company issued a press release announcing the retirement of Mr. Dwight, the appointment of Mr. Blackhurst as Chairperson of the Board, and the appointment of Mr. Larry Magnesen to the Board of Directors of Horizon’s wholly-owned subsidiary, Horizon Bank. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits


(d) Exhibits
EXHIBIT INDEX
	Exhibit No.	Description	Location
	99.1	Press Release, dated February 26, 2024	Attached

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:	February 26, 2025	HORIZON BANCORP, INC.


		By:	/s/ John R. Stewart, CFA
			John R. Stewart, CFA
			Executive Vice President & Chief Financial Officer

FOR IMMEDIATE RELEASE

Contact: Thomas Prame

Chief Executive Officer and President

Phone: (219) 814-5983

Date: February 26, 2025

Horizon Bancorp, Inc. Announces Retirement of Craig Dwight as Chairman

and Enhancements to Board of Directors Structure

MICHIGAN CITY, Ind., February 26, 2025 – (NASDAQ GS: HBNC) Horizon Bancorp, Inc. (“Horizon” or the “Company”) announced that Craig Dwight, Chairman of Board, will retire from the Board of Directors effective at the expiration of his current term on May 1, 2025. Mr. Dwight provided written notice of his decision on February 24, 2025, which was accepted by the Board on February 25, 2025. Concurrently, the Board of Directors elected Eric Blackhurst to serve as an Independent Chairperson, effective upon Mr. Dwight’s retirement. Mr. Blackhurst has served as a Company Director for over seven years during which time his leadership has been instrumental, notably as Chairperson of Corporate Governance and as a member of the Compensation Committee. Mr. Blackhurst recently retired from an esteemed 35-year career at The Dow Chemical Company where he served as Associate General Counsel, Corporate Transactions and Latin America. His is currently interim president of Alma College. Additionally, with Horizon’s transition to an Independent Chairperson, the role of Independent Lead Director, currently held by Michele Magnuson, will be retired. Ms. Magnuson will remain on the Board and continue to serve on the Compensation and Governance Committees.

“On behalf of the Board of Directors, Executive Leadership, and Horizon’s Advisors, it is my privilege to thank and congratulate Craig who will retire from the Board upon the expiration of his term in May. For more than 25 years Craig drove the success of Horizon by fostering a winning culture centered on placing client needs first, strengthening the communities Horizon calls home, and delivering significant value for Horizon’s shareholders. His legacy of servant leadership has positively impacted all who have had the pleasure to work with him. We wish Craig and his family the best as he enjoys this richly earned new chapter in life,” said Thomas Prame, Horizon’s President and Chief Executive Officer. “I am also pleased to announce the Board’s election of Eric Blackhurst to Independent Chairperson. Eric’s strategic vision, character and experience make him ideally suited to seamlessly transition into the role of Chairperson. I look forward to our continued positive working relationship and the value he will bring to Horizon in this important new role. Additionally, we would like to thank Michele Magnuson for her impactful stewardship as independent Lead Director over the last 3 years. We are fortunate to have Michele as a Board member, and we look forward to the positive contributions she continues to bring to the Board and organization.”

In addition to the changes to Horizon’s director roles, Horizon welcomes Larry Magnesen to the Horizon Bank’s Board of Directors effective February 25, 2025. Mr.

Magnesen brings to the Bank Board significant experience in marketing and corporate communications resulting from his 20 plus-year career at Fifth Third Bank in various senior leadership roles. “Larry has a vast experience in financial services marketing and corporate communications that will benefit Horizon Bank’s strategic objective of profitably expanding our core banking relationships,” Prame added. “Larry brings a great understanding of attracting and retaining core clients that is combined with an intimate knowledge of our local markets through his former leadership roles. I look forward to the immediate contributions Larry will bring to Horizon’s strategic outlook and the valuable skillset he adds to our already very talented Bank Board.”

About Horizon Bancorp, Inc.

Horizon Bancorp, Inc. (NASDAQ GS: HBNC) is the nearly 8 billion–asset bank holding company for Horizon Bank, which serves customers across attractive Midwestern markets through convenient digital tools, as well as its Indiana and Michigan branches. Horizon's retail offerings include prime residential, indirect auto, and other secured consumer lending, 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, as well as equipment financing solutions for customers regionally and nationally, 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.

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