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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
August 20, 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 (see General Instruction A.2.
below):
| ☐ | 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 1.0 1 Entry into a Material Definitive
Agreement.
On August 20, 2025, Horizon Bancorp, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Keefe, Bruyette & Woods, Inc., A Stifel Company and Performance Trust Capital Partners, LLC
(the “Underwriters”), pursuant to which the Company agreed to issue and
sell 6,207,000 shares of the Company’s common stock, no par value (the “Common
Stock”), to the Underwriters at a price to the public of $14.50 per share (the “Offering”).
The Offering was made pursuant to the Company’s Registration Statement on
Form S-3 (File No. 333-282292), which was previously filed with the Securities and Exchange Commission and
effective as of October 2, 2024, as supplemented by a preliminary prospectus supplement dated August 20, 2025 and a prospectus
supplement, dated August 20, 2025. As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to
an additional 931,050 shares of Common Stock in the Offering at the public offering price, less underwriting discounts and
commissions, which was exercised in full. The Offering closed on August 22, 2025.
The aggregate gross proceeds of the Offering were
approximately $103.5 million. After deducting underwriting discounts and commissions and before deducting transaction expenses, the
aggregate net proceeds to the Company were approximately $98.6 million.
Pursuant to the Underwriting Agreement, the directors
and certain executive officers of the Company entered into agreements providing for a 90-day “lock-up” period with respect
to sales of the Company’s securities, subject to certain exceptions.
The Underwriting Agreement contains customary
representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and
the Underwriters, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the
benefit of the parties to such agreement. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference
to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Warner Norcross + Judd LLP, counsel to the Company,
delivered an opinion with respect to the validity of the Common Stock, together with its related consent, which are attached hereto as
Exhibits 5.1 and 23.1, respectively.
Item 7.0 1 Regulation FD Disclosure.
On August 22, 2025, the Company issued a press
release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including
in Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933,
as amended, or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated August 20, 2025, by and between Horizon Bancorp, Inc., Keefe, Bruyette & Woods, Inc., A Stifel Company and Performance Trust Capital Partners, LLC |
| 5.1 |
|
Opinion of Warner Norcross + Judd LLP |
| 23.1 |
|
Consent of Warner Norcross + Judd LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release dated August 22, 2025 |
| 104 |
|
Cover Page Interactive Data File (Embedded 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: August 22, 2025 |
HORIZON BANCORP, INC. |
| |
|
| |
By: |
/s/ John R. Stewart, CFA |
| |
|
John R. Stewart, CFA |
| |
|
Executive Vice President & Chief Financial Officer |
