Director exits reshape Horizon Bancorp (HBNC) board size and roles

Rhea-AI Filing Summary

Horizon Bancorp, Inc. announced changes to its Board of Directors. James B. Dworkin notified the company on January 20, 2026 that he will retire at the end of his current term and will not stand for re-election at the 2026 annual meeting of shareholders. He will also retire from the board of Horizon Bank and currently serves as Chairman of the Wealth Management Committee and as a member of the Audit Committee.

On the same date, Julie S. Freigang resigned from the Board of Horizon Bancorp, Inc., effective January 20, 2026, and will retire from the Horizon Bank board at the end of her current term. She serves as Chairwoman of the Operations & Cyber Security Committee and as a member of the Audit Committee. The company stated that both decisions were not the result of any disagreement with the Board or management. The Board reduced its size from 13 to 12 members effective January 20, 2026 and plans a further reduction to 11 members effective at the conclusion of the annual meeting on May 7, 2026.

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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 20, 2026

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. ☐

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

Retirement of James B. Dworkin

James B. Dworkin, a member of the Board of Directors (the “Board”) of Horizon Bancorp, Inc. (the “Company”), submitted notice on January 20, 2026 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 2026 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. Dworkin to retire as a director was not a result of any disagreement with the Board or management of the Company or Horizon Bank. Mr. Dworkin serves as a member and Chairman of the Wealth Management Committee and as a member of the Audit Committee. The Board thanks Mr. Dworkin for his years of service and contributions to the Company.

Resignation of Julie S. Freigang

Julie S. Freigang, a member of the Board of Directors (the “Board”) of Horizon Bancorp, Inc. (the “Company”), submitted notice on January 20, 2026 that she will resign from the Board, effective January 20, 2026. She will also retire from the Board of Directors of the Company's wholly owned subsidiary, Horizon Bank, effective at the expiration of her current term as a director of the Company. The decision by Ms. Freigang to retire as a director was not a result of any disagreement with the Board or management of the Company or Horizon Bank. Ms. Freigang serves as a member and Chairwoman of the Operations & Cyber Security Committee and as a member of the Audit Committee. The Board thanks Ms. Freigang for her years of service and contributions to the Company.

Decrease in Board of Directors

On January 20, 2026, the Board of Horizon Bancorp, Inc. (the “Company”) decreased the size of the Board from 13 to 12 members by decreasing the Board Class of 2027 by one position, effective on January 20, 2026, and by one position from 12 to 11 member, effective upon the conclusion of the Company’s annual meeting on May 7, 2026.

Item 8.01 Other Events

On January 26, 2026, the Company issued a press release announcing the retirement of Mr. Dworkin and resignation of Ms. Freigang. 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.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits
EXHIBIT INDEX
			Exhibit No.			Description			Location
			99.1			Press Release, dated January 26, 2026			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:			January 26, 2026			HORIZON BANCORP, INC.
						By:			/s/ John R. Stewart, CFA
									John R. Stewart, CFA
									Executive Vice President & Chief Financial Officer

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FAQ

What board changes did Horizon Bancorp (HBNC) announce in this 8-K?

Horizon Bancorp, Inc. disclosed the planned retirement of director James B. Dworkin at the end of his current term, the resignation of director Julie S. Freigang effective January 20, 2026, and corresponding reductions in the size of its Board of Directors from 13 to 12 members on January 20, 2026 and to 11 members after the annual meeting on May 7, 2026.

Why is Horizon Bancorp director James B. Dworkin leaving the board?

James B. Dworkin submitted notice on January 20, 2026 that he will retire from the Board of Horizon Bancorp, Inc. at the end of his current term and will not stand for re-election at the 2026 annual meeting of shareholders, and the company stated his decision was not due to any disagreement with the Board or management.

When did Julie S. Freigang resign from Horizon Bancorp (HBNC)'s board?

Julie S. Freigang submitted notice on January 20, 2026 that she would resign from the Board of Horizon Bancorp, Inc., with her resignation effective January 20, 2026, and she will also retire from the Horizon Bank board at the expiration of her current term as a director of the company.

Did the Horizon Bancorp directors cite any disagreements as reasons for leaving?

No. The company stated that the decisions by both James B. Dworkin and Julie S. Freigang to retire or resign as directors were not the result of any disagreement with the Board or management of Horizon Bancorp, Inc. or Horizon Bank.

How is the size of Horizon Bancorp (HBNC)'s Board of Directors changing?

On January 20, 2026, the Board reduced its size from 13 to 12 members by decreasing the Board Class of 2027 by one position, and it will be reduced by one more position from 12 to 11 members effective upon the conclusion of the company’s annual meeting on May 7, 2026.

What board committees did James B. Dworkin and Julie S. Freigang serve on at Horizon Bancorp?

James B. Dworkin serves as Chairman of the Wealth Management Committee and as a member of the Audit Committee. Julie S. Freigang serves as Chairwoman of the Operations & Cyber Security Committee and as a member of the Audit Committee.

Did Horizon Bancorp issue a press release about these director changes?

Yes. On January 26, 2026, Horizon Bancorp, Inc. issued a press release announcing the retirement of James B. Dworkin and the resignation of Julie S. Freigang, which is filed as Exhibit 99.1 and incorporated by reference.