Horizon Bancorp Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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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) |
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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: August 22, 2025 | HORIZON BANCORP, INC. | |
| By: | /s/ John R. Stewart, CFA | |
| John R. Stewart, CFA | ||
| Executive Vice President & Chief Financial Officer | ||
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