HBNC 8-K
Horizon Bancorp Inc /In/ (HBNC)
8-K
2025-10-14
For: 2025-10-10
View Original
Added on
April 11, 2026
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): October 10, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Increase in Board of Directors and Filling of Vacancies
On October 10, 2025, the Board of Directors (the “Board”) of Horizon Bancorp, Inc. (the “Company”) increased the size of the Board from 12 members to 13 members by adding one member in the Class of 2026. The Board elected Larry S. Magnesen to serve as a director of the Company to fill the vacancy in the Class of 2026. His initial term as a director will continue until the 2026 annual meeting of shareholders to serve until his successor shall be duly elected, unless he resigns, is removed, or is otherwise disqualified from serving as a director of the Company.
Larry S. Magnesen
The Board appointed Larry S. Magnesen to the Enterprise Risk Management, Credit Policy, and Fair Lending Committee and the Wealth Committee.
Mr. Magnesen is the retired Senior Vice President, Corporate Communications Director at Fifth Third Bank (Chicago) with over forty years of experience in the banking industry. During his time with Fifth Third Bank, he also served as Chief Reputation Officer and Chief Marketing Officer based in Cincinnati, Ohio, and Senior Vice President, Regional Marketing based in Grand Rapids, Michigan. Previously, Magnesen served various roles in Retail Banking, Business Banking, and Marketing at other banks including Old Kent Bank, Banc One Ohio Corporation, now part of Chase Bank, and Citibank.
The Board has determined that Mr. Magnesen is an “independent” director under the Company’s Corporate Governance guidelines and the independence requirements of the Nasdaq Exchange, as well as the applicable rules promulgated by the Securities and Exchange Commission (the “SEC”).
As a non-employee director, Mr. Magnesen will receive the same compensation paid to other non-employee directors of the Company in accordance with the policies and procedures previously approved by the Board for non-employee directors, as disclosed in the Company’s most recent Proxy Statement filed with the SEC on March 17, 2025.
There are no arrangements between Mr. Magnesen and any other person pursuant to which Mr. Magnesen was elected to serve as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Magnesen has a material interest.
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Item 7.01 Regulation FD Disclosure
On October November 14, 2025, the Company issued a press release announcing the election of Mr. Magnesen to the Board, a copy of which is furnished as Exhibit 99.1 hereto and incorporated in this Item 7.01 by reference. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing
Item 9.01 Financial Statements and Exhibits
| (d) Exhibits | |||||||||||
| EXHIBIT INDEX | |||||||||||
| Exhibit No. | Description | Location | |||||||||
| 99.1 | Attached | ||||||||||
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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: | October 14, 2025 | HORIZON BANCORP, INC. | |||||||||
| By: | /s/ John R. Stewart, CFA | ||||||||||
| John R. Stewart, CFA | |||||||||||
| Executive Vice President & Chief Financial Officer | |||||||||||
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PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Thomas Prame Chief Executive Officer and President Phone: (219) 814-5983 Horizon Bank Appoints Larry S. Magnesen to Serve as Independent Director MICHIGAN CITY, Ind., October 14, 2025 – (NASDAQ GS: HBNC) Horizon Bancorp, Inc. (“Horizon” or the “Company”) announces the appointment of Larry S. Magnesen to serve as independent director on the Company’s Board of Directors, effective on October 10, 2025. Currently serving on Horizon Bank’s Board of Directors, Magnesen is the retired Senior Vice President, Corporate Communications Director at Fifth Third Bank (Chicago) with over forty years of experience in the banking industry. During his time with Fifth Third Bank, he also served as Chief Reputation Officer and Chief Marketing Officer based in Cincinnati, Ohio, and Senior Vice President, Regional Marketing based in Grand Rapids, Michigan. Previously, Magnesen served various roles in Retail Banking, Business Banking, and Marketing at other banks including Old Kent Bank, Banc One Ohio Corporation, now part of Chase Bank, and Citibank. Additionally, he served in leadership roles on non-profit boards in communities throughout the Midwest including, LISC Grand Rapids, Meijer Gardens and Sculpture Park, and Public Media Connect. Magnesen earned his bachelor’s degree in Psychology and International Business from Carthage College in Kenosha, Wisconsin, and has a Master of Management from Northwestern University, J.L. Kellogg Graduate School of Management with dual concentrations in Marketing and Finance. “Larry’s extensive leadership experience at one of the nation’s leading regional banks enables him to provide valuable insights to Horizon’s Board of Directors at a pivotal time in our growth,” said Thomas M. Prame, Chairman and President of Horizon Bank and Chief Executive Officer and President of the Company. “His deep banking knowledge and significant understanding of our core markets will add value as we continue to build out Horizon’s highly valued Midwest franchise. We are pleased to welcome Larry as our newest independent director and look forward to his guidance as Horizon Bank continues delivering exceptional financial services while supporting the communities in which we operate across Indiana and Michigan.” “I am grateful that Larry’s service to Horizon will continue as a member of the Company’s independent board of directors,” concluded Eric P. Blackhurst, Board Chair. “His understanding of the complexities of the banking industry will be an asset to our Board, and I look forward to his additional contributions in this role.” With his addition to the Horizon Bancorp Board, Magnesen joins the Enterprise Risk Management, Credit Policy, and Fair Lending Committee and the Wealth Committee.
About Horizon Bancorp, Inc. Horizon Bancorp, Inc. (NASDAQ: HBNC) is the $7.7 billion-asset (as of June 30, 2025) commercial 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’s retail offerings include prime residential 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, 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.