HORIZON BANCORP INC /IN/ 10-Q

hbnc-20220331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________to Commission file number 0-10792 HORIZON BANCORP, INC. (Exact name of registrant as specified in its charter) Indiana 35-1562417 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 515 Franklin Street , Michigan City , Indiana 46360 (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: ( 219 ) 879-0211 Former name, former address and former fiscal year, if changed since last report: N/A ____________________________ 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☒ Non-accelerated Filer ☐ Smaller Reporting Company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 43,572,796 shares of Common Stock, no par value, at May 4, 2022. Table of Contents HORIZON BANCORP, INC. FORM 10–Q INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 4 Condensed Consolidated Statements of Comprehensive Income 5 Condensed Consolidated Statements of Stockholders’ Equity 6 Condensed Consolidated Statements of Cash Flows 7 Notes to Condensed Consolidated Financial Statements 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 Item 3. Quantitative and Qualitative Disclosures about Market Risk 64 Item 4. Controls and Procedures 65 PART II. OTHER INFORMATION Item 1. Legal Proceedings 66 Item 1A. Risk Factors 66 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 66 Item 3. Defaults Upon Senior Securities 66 Item 4. Mine Safety Disclosures 66 Item 5. Other Information 66 Item 6. Exhibits 66 Index to Exhibits 66 Signatures 68 2 Table of Contents PART I – FINANCIAL INFORMATION ITEM 1 – FINANCIAL STATEMENTS HORIZON BANCORP, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Dollar Amounts in Thousands) March 31, 2022 December 31, 2021 (Unaudited) Assets Cash and due from banks $ 120,954 $ 593,508 Interest earning time deposits 4,046 4,782 Investment securities, available for sale 1,112,512 1,160,812 Investment securities, held to maturity (fair value of $ 1,827,845 and $ 1,559,991 ) 2,006,129 1,552,443 Loans held for sale 3,781 12,579 Loans, net of allowance for credit losses of $ 52,508 and $ 54,286 3,659,209 3,590,331 Premises and equipment, net 93,075 93,441 Federal Home Loan Bank stock 24,242 24,440 Goodwill 154,572 154,572 Other intangible assets 20,016 20,941 Interest receivable 27,476 26,137 Cash value of life insurance 97,660 97,150 Other assets 96,656 80,753 Total assets $ 7,420,328 $ 7,411,889 Liabilities Deposits Non–interest bearing $ 1,325,570 $ 1,360,338 Interest bearing 4,525,927 4,442,653 Total deposits 5,851,497 5,802,991 Borrowings 728,664 712,739 Subordinated notes 58,786 58,750 Junior subordinated debentures issued to capital trusts 56,850 56,785 Interest payable 1,420 2,235 Other liabilities 45,661 55,180 Total liabilities 6,742,878 6,688,680 Commitments and contingent liabilities Stockholders’ Equity Preferred stock, Authorized, 1,000,000 shares, Issued 0 shares — — Common stock, no par value, Authorized 99,000,000 shares Issued 43,874,763 and 43,766,931 shares, Outstanding 43,572,796 and 43,547,942 shares — — Additional paid-in capital 351,522 352,122 Retained earnings 380,700 363,742 Accumulated other comprehensive income (loss) ( 54,772 ) 7,345 Total stockholders’ equity 677,450 723,209 Total liabilities and stockholders’ equity $ 7,420,328 $ 7,411,889 See notes to condensed consolidated financial statements 3 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Income (Unaudited) (Dollar Amounts in Thousands, Except Per Share Data) Three Months Ended March 31, 2022 2021 Interest Income Loans receivable $ 37,879 $ 40,818 Investment securities – taxable 7,506 1,548 Investment securities – tax exempt 6,697 5,223 Total interest income 52,082 47,589 Interest Expense Deposits 1,496 2,343 Borrowed funds 1,080 1,269 Subordinated notes 880 880 Junior subordinated debentures issued to capital trusts 455 559 Total interest expense 3,911 5,051 Net Interest Income 48,171 42,538 Credit loss expense (recovery) ( 1,386 ) 367 Net Interest Income after Credit Loss Expense (Recovery) 49,557 42,171 Non–interest Income Service charges on deposit accounts 2,795 2,234 Wire transfer fees 159 255 Interchange fees 2,780 2,340 Fiduciary activities 1,503 1,743 Gains on sale of investment securities (includes $ 0 and $ 914 for the three months ended March 31, 2022 and 2021, respectively, related to accumulated other comprehensive earnings reclassifications) — 914 Gain on sale of mortgage loans 2,027 5,296 Mortgage servicing income net of impairment or recovery 3,489 213 Increase in cash value of bank owned life insurance 510 511 Other income 892 367 Total non–interest income 14,155 13,873 Non–interest Expense Salaries and employee benefits 19,735 16,871 Net occupancy expenses 3,561 3,318 Data processing 2,537 2,376 Professional fees 314 544 Outside services and consultants 2,525 1,702 Loan expense 2,545 2,822 FDIC insurance expense 725 800 Other losses 168 283 Other expense 4,500 3,456 Total non–interest expense 36,610 32,172 Income Before Income Taxes 27,102 23,872 Income tax expense (includes $ 0 and $ 192 for the three months ended March 31, 2022 and 2021, respectively, related to income tax expense from reclassification items) 3,539 3,450 Net Income $ 23,563 $ 20,422 Basic Earnings Per Share $ 0.54 $ 0.46 Diluted Earnings Per Share 0.54 0.46 See notes to condensed consolidated financial statements 4 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Dollar Amounts in Thousands) Three Months Ended March 31 2022 2021 Net Income $ 23,563 $ 20,422 Other Comprehensive Income (Loss) Change in fair value of derivative instruments: Change in fair value of derivative instruments for the period 2,746 3,053 Income tax effect ( 577 ) ( 641 ) Changes from derivative instruments 2,169 2,412 Change in securities: Unrealized depreciation for the period on AFS securities ( 80,824 ) ( 23,885 ) Accretion (amortization) from transfer of securities from available for sale to held to maturity securities ( 551 ) 17 Reclassification adjustment for securities gains realized in income — ( 914 ) Income tax effect 17,089 5,204 Unrealized losses on securities ( 64,286 ) ( 19,578 ) Other Comprehensive Loss, Net of Tax ( 62,117 ) ( 17,166 ) Comprehensive Income (Loss) $ ( 38,554 ) $ 3,256 See notes to condensed consolidated financial statements 5 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) (Dollar Amounts in Thousands, Except Per Share Data) Three Months Ended Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Total Balances, January 1, 2021 $ — $ — $ 362,945 $ 301,419 $ 27,852 $ 692,216 Net income — — — 20,422 — 20,422 Other comprehensive loss, net of tax — — — — ( 17,166 ) ( 17,166 ) Amortization of unearned compensation — — 335 — — 335 Exercise of stock options — — 653 — — 653 Stock option expense — — 27 — — 27 Net settlement of share awards — — ( 1,347 ) — — ( 1,347 ) Cash dividends on common stock ($ 0.13 per share) — — — ( 5,761 ) — ( 5,761 ) Balances, March 31, 2021 $ — $ — $ 362,613 $ 316,080 $ 10,686 $ 689,379 Balances, January 1, 2022 $ — $ — $ 352,122 $ 363,742 $ 7,345 $ 723,209 Net income — — — 23,563 — 23,563 Other comprehensive loss, net of tax — — — — ( 62,117 ) ( 62,117 ) Amortization of unearned compensation — — 516 — — 516 Exercise of stock options — — 94 — — 94 Stock option expense — — 13 — — 13 Net settlement of share awards — — ( 1,671 ) — — ( 1,671 ) Stock retirement plans — — 448 — — 448 Cash dividends on common stock ($ 0.15 per share) — — — ( 6,605 ) — ( 6,605 ) Balances, March 31, 2022 $ — $ — $ 351,522 $ 380,700 $ ( 54,772 ) $ 677,450 See notes to condensed consolidated financial statements 6 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (Dollar Amounts in Thousands) Three Months Ended March 31 2022 2021 Operating Activities Net income $ 23,563 $ 20,422 Items not requiring (providing) cash Provision for (recovery of) credit losses ( 1,386 ) 367 Depreciation and amortization 2,641 2,322 Share based compensation 529 362 Amortization of mortgage servicing rights 750 962 Mortgage servicing rights net impairment ( 2,594 ) ( 236 ) Premium amortization on securities, net 3,068 2,224 Gain on sale of investment securities — ( 914 ) Gain on sale of mortgage loans ( 2,027 ) ( 5,296 ) Proceeds from sales of loans 92,161 137,060 Loans originated for sale ( 81,336 ) ( 126,024 ) Change in cash value life insurance ( 510 ) ( 511 ) Gain on sale of other real estate owned ( 411 ) — Net change in: Interest receivable ( 1,339 ) 445 Interest payable ( 815 ) ( 940 ) Other assets 4,730 8,284 Other liabilities ( 9,969 ) ( 5,156 ) Net cash provided by operating activities 27,055 33,371 Investing Activities Purchases of securities available for sale ( 180,260 ) ( 230,708 ) Proceeds from sales, maturities, calls and principal repayments of securities available for sale 23,089 76,869 Purchases of securities held to maturity ( 345,794 ) — Proceeds from maturities of securities held to maturity 13,136 6,623 Net change in interest earning time deposits 736 982 Change in FHLB stock 198 — Net change in loans ( 67,592 ) 199,428 Proceeds on the sale of OREO and repossessed assets 1,606 507 Premises and equipment expenditures ( 1,078 ) ( 1,118 ) Net cash used in investing activities ( 555,959 ) 52,583 Financing Activities Net change in deposits 48,506 190,683 Proceeds from borrowings 228,597 2,909 Repayment of borrowings ( 225,000 ) ( 107 ) Net change in repurchase agreements 12,429 6,641 Net settlement of share awards ( 1,671 ) ( 1,347 ) Exercise of stock options 94 653 Dividends paid on common stock ( 6,605 ) ( 5,761 ) Net cash provided by financing activities 56,350 193,671 Net Change in Cash and Cash Equivalents ( 472,554 ) 279,625 Cash and Cash Equivalents, Beginning of Period 593,508 249,711 Cash and Cash Equivalents, End of Period $ 120,954 $ 529,336 7 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (Dollar Amounts in Thousands) Additional Supplemental Information Interest paid $ 4,726 $ 5,991 Income taxes paid — — Transfer of loans to other real estate and repossessed assets 100 449 See notes to condensed consolidated financial statements 8 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Note 1 - Accounting Policies The accompanying unaudited condensed consolidated financial statements include the accounts of Horizon Bancorp, Inc. (“Horizon” or the “Company”) and its wholly-owned subsidiaries, including Horizon Bank (“Horizon Bank” or the “Bank”), which is an Indiana commercial bank. All inter–company balances and transactions have been eliminated. The results of operations for the periods ended March 31, 2022 and March 31, 2021 are not necessarily indicative of the operating results for the full year of 2022 or 2021. The accompanying unaudited condensed consolidated financial statements reflect all adjustments that are, in the opinion of Horizon’s management, necessary to fairly present the financial position, results of operations and cash flows of Horizon for the periods presented. Those adjustments consist only of normal recurring adjustments. Certain information and note disclosures normally included in Horizon’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Horizon’s Annual Report on Form 10–K for 2021 filed with the Securities and Exchange Commission on March 9, 2022. The condensed consolidated balance sheet of Horizon as of December 31, 2021 has been derived from the audited balance sheet as of that date. On July 16, 2019, the Board of Directors of the Company authorized a stock repurchase program for up to 2,250,000 shares of Horizon’s issued and outstanding common stock, no par value. As of March 31, 2022, Horizon had repurchased a total of 803,349 shares at an average price per share of $ 16.89 . Basic earnings per share is computed by dividing net income available to common shareholders (net income less dividend requirements for preferred stock and accretion of preferred stock discount) by the weighted–average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The following table shows computation of basic and diluted earnings per share. Three Months Ended March 31 2022 2021 Basic earnings per share Net income $ 23,563 $ 20,422 Weighted average common shares outstanding 43,554,713 43,919,549 Basic earnings per share $ 0.54 $ 0.46 Diluted earnings per share Net income $ 23,563 $ 20,422 Weighted average common shares outstanding 43,554,713 43,919,549 Effect of dilutive securities: Restricted stock 129,793 102,048 Stock options 50,050 50,984 Weighted average common shares outstanding 43,734,556 44,072,581 Diluted earnings per share $ 0.54 $ 0.46 9 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) There were 1,000 shares for the three months ended March 31, 2022, which were not included in the computation of diluted earnings per share because they were non–dilutive. There were 138,010 shares for the three months ended March 31, 2021, which were not included in the computation of diluted earnings per share because they were non–dilutive. Horizon has share–based employee compensation plans, which are described in the notes to the financial statements included in the December 31, 2021 Annual Report on Form 10–K. Also, the Company's shareholders approved the 2021 Omnibus Equity Incentive Plan at its Annual Meeting on May 6, 2021, adding 1.4 million additional shares to the plan and with no other significant changes from the Company's previous plan. Revision of Previously Issued Financial Statements We have revised amounts reported in previously issued financial statements for the periods presented in this Quarterly Report on Form 10–Q related to immaterial errors. The errors relate to sold commercial loan participation balances which do not qualify under accounting guidance as sales transaction under Accounting Standards Codification Topic 860 – Transfers and Servicing . The correction of this error resulted in an increase in loans, net of allowance for credit losses and borrowings on the Company's consolidated condensed balance sheet. We evaluated the aggregate effects of the errors to our previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108 and, based upon quantitative and qualitative factors, determined that the errors were not material to the previously issued financial statements and disclosures included in our Annual Reports on Form 10–K for the year ended December 31, 2021, or for any quarterly periods included therein. The following tables present the revisions to the line items of our previously issued financial statements to reflect the correction of the errors: Consolidated Balance Sheet As of December 31, 2021 As Reported Adjustment As Revised Loans, net of allowance for credit losses $ 3,553,345 $ 36,986 $ 3,590,331 Total assets 7,374,903 36,986 7,411,889 Borrowings 675,753 36,986 712,739 Total liabilities 6,651,694 36,986 6,688,680 Total liabilities and stockholders' equity 7,374,903 36,986 7,411,889 Consolidated Statements of Cash Flows Three Months Ended March 31, 2021 As Reported Adjustment As Revised Net change in loans $ 202,290 $ ( 2,862 ) $ 199,428 Net cash provided by investing activities 55,445 ( 2,862 ) 52,583 Proceeds from borrowings 47 2,862 2,909 Net cash provided by financing activities 190,809 2,862 193,671 Net Change in Cash and Cash Equivalents 279,625 — 279,625 10 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Accounting Guidance Issued But Not Yet Adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2022–02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures The FASB has issued ASU 2022–02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures , in March 2022. These amendments eliminate the TDR recognition and measurement guidance and, instead, require that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, these amendments require that an entity disclose current–period gross write–offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326–20. The guidance is effective for entities that have adopted ASU 2016–13 for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. These amendments should be applied prospectively. If an entity elects to early adopt ASU 2022–02 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The Company is assessing ASU 2022–02 and its impact on its accounting and disclosures. FASB ASU No. 2020–04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting The FASB has issued ASU 2020–04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary, optional guidance to ease the potential burden in accounting for, or recognizing the effects of, the transition away from the LIBOR or other interbank offered rates on financial reporting. To help with the transition to new reference rates, the ASU provides optional expedients and exceptions for applying GAAP to affected contract modifications and hedge accounting relationships. The main provisions include: • A change in a contract's reference interest rate would be accounted for as a continuation of that contract rather than as the creation of a new one for contracts, including loans, debt, leases, and other arrangements, that meet specific criteria. • When updating its hedging strategies in response to reference rate reform, an entity would be allowed to preserve its hedge accounting. The guidance is applicable only to contracts or hedge accounting relationships that reference LIBOR or another reference rate expected to be discontinued. Because the guidance is meant to help entities through the transition period, it will be in effect for a limited time and will not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship. The amendments in this ASU are effective March 12, 2020 through December 31, 2022. ASU 2020–04 permits relief solely for reference rate reform actions and permits different elections over the effective date for legacy and new activity. Accordingly, the Company is evaluating and reassessing the elections on a quarterly basis. For current elections in effect regarding the assertion of the probability of forecasted transactions, the Company elects the expedient to assert the probability of the hedged interest payments and receipts regardless of any expected modification in terms related to reference rate reform. The Company conducted monthly meetings to address contracts and hedge accounting relationships that reference LIBOR. All contracts referencing LIBOR as an interest rate have been identified and have been rewritten or refinanced as of March 31, 2022, except for commercial loan interest rate swaps. Hedge accounting relationships referencing LIBOR will be modified by the counter parties. The Company believes the adoption of this guidance on activities subsequent to December 31, 2020 through December 31, 2022 will not have a material impact on the consolidated financial statements. 11 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Note 2 – Acquisitions On September 17, 2021, Horizon Bank completed the purchase and assumption of certain assets and liabilities of 14 former TCF National Bank (“TCF”) branches in 11 Michigan counties. Net cash of $ 618.2 million was received in the transaction, representing the deposit balances assumed at closing, net of amounts paid for loans of $ 212.0 million, fixed assets of $ 6.9 million, cash of $ 4.0 million and a 1.75 % premium on deposits. Customer deposit balances were recorded at $ 846.4 million and a core deposit intangible of $ 1.6 million was recorded in the transaction, which will be amortized over 10 years on a straight line basis. Goodwill of $ 3.3 million was generated in the transaction. Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on preliminary valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, the purchase price for the TCF branches is detailed in the following table. Prior to the end of the one year measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation prospectively. Assets Liabilities Cash and due from banks $ 4,012 Deposits Loans Non-interest bearing $ 181,403 Commercial 101,327 NOW accounts 303,050 Residential mortgage 56,499 Savings and money market 262,488 Consumer 54,212 Certificates of deposit 99,468 Total loans 212,038 Total deposits 846,409 Premises and equipment, net 6,901 Interest payable 16 Goodwill 3,334 Other liabilities 1,278 Core deposit intangible 1,630 Interest receivable 519 Other assets 1,102 Total assets purchased $ 229,536 Total liabilities assumed $ 847,703 Net cash received $ ( 618,167 ) Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past due and non–accrual status, borrower credit scores and recent loan–to–value percentages. Management continues to complete its evaluation to determine if any loans were purchased with credit deterioration. 12 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Note 3 – Securities The fair value of securities is as follows: March 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available for sale U.S. Treasury and federal agencies $ 293,914 $ — $ ( 11,394 ) $ 282,520 State and municipal 510,936 1,687 ( 43,571 ) 469,052 Federal agency collateralized mortgage obligations 50,201 20 ( 629 ) 49,592 Federal agency mortgage-backed pools 216,411 138 ( 14,114 ) 202,435 Private labeled mortgage-backed pools 30,239 84 ( 1,690 ) 28,633 Corporate notes 84,434 444 ( 4,598 ) 80,280 Total available for sale investment securities $ 1,186,135 $ 2,373 $ ( 75,996 ) $ 1,112,512 Held to maturity U.S. Treasury and federal agencies $ 292,459 $ — $ ( 19,962 ) $ 272,497 State and municipal 1,091,037 2,610 ( 113,204 ) 980,443 Federal agency collateralized mortgage obligations 56,841 — ( 4,236 ) 52,605 Federal agency mortgage-backed pools 302,407 — ( 23,357 ) 279,050 Private labeled mortgage-backed pools 98,719 — ( 7,959 ) 90,760 Corporate notes 164,666 — ( 12,176 ) 152,490 Total held to maturity investment securities $ 2,006,129 $ 2,610 $ ( 180,894 ) $ 1,827,845 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available for sale U.S. Treasury and federal agencies $ 118,595 $ 82 $ ( 1,698 ) $ 116,979 State and municipal 632,652 12,802 ( 5,708 ) 639,746 Federal agency collateralized mortgage obligations 60,600 989 ( 12 ) 61,577 Federal agency mortgage-backed pools 225,329 1,777 ( 1,032 ) 226,074 Private labeled mortgage-backed pools 31,856 137 ( 376 ) 31,617 Corporate notes 84,579 1,013 ( 773 ) 84,819 Total available for sale investment securities $ 1,153,611 $ 16,800 $ ( 9,599 ) $ 1,160,812 Held to maturity U.S. Treasury and federal agencies $ 195,429 $ 12 $ ( 1,215 ) $ 194,226 State and municipal 862,461 20,719 ( 4,263 ) 878,917 Federal agency collateralized mortgage obligations 48,482 3 ( 1,020 ) 47,465 Federal agency mortgage-backed pools 188,426 151 ( 2,612 ) 185,965 Private labeled mortgage-backed pools 99,958 58 ( 1,840 ) 98,176 Corporate notes 157,687 11 ( 2,456 ) 155,242 Total held to maturity investment securities $ 1,552,443 $ 20,954 $ ( 13,406 ) $ 1,559,991 13 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The amortized cost and fair value of securities available for sale and held to maturity at March 31, 2022 and December 31, 2021, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. March 31, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value Available for sale Within one year $ 1,428 $ 1,406 $ 22,980 $ 22,984 One to five years 268,961 259,422 156,677 156,397 Five to ten years 296,072 279,023 315,630 316,125 After ten years 322,823 292,001 340,539 346,038 889,284 831,852 835,826 841,544 Federal agency collateralized mortgage obligations 50,201 49,592 60,600 61,577 Federal agency mortgage–backed pools 216,411 202,435 225,329 226,074 Private labeled mortgage–backed pools $ 30,239 $ 28,633 $ 31,856 $ 31,617 Total available for sale investment securities $ 1,186,135 $ 1,112,512 $ 1,153,611 $ 1,160,812 Held to maturity Within one year $ 28,419 $ 28,409 $ 5,222 $ 5,265 One to five years 199,131 194,886 65,739 66,982 Five to ten years 331,620 314,127 273,720 275,308 After ten years 988,992 868,008 870,896 880,830 1,548,162 1,405,430 1,215,577 1,228,385 Federal agency collateralized mortgage obligations 56,841 52,605 48,482 47,465 Federal agency mortgage–backed pools 302,407 279,050 188,426 185,965 Private labeled mortgage–backed pools 98,719 90,760 99,958 98,176 Total held to maturity investment securities $ 2,006,129 $ 1,827,845 $ 1,552,443 $ 1,559,991 The following table shows the gross unrealized losses and the fair value of the Company’s investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position. March 31, 2022 Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Investment Securities U.S. Treasury and federal agencies $ 517,187 $ ( 28,883 ) $ 30,776 $ ( 2,473 ) $ 547,963 $ ( 31,356 ) State and municipal 1,057,290 ( 132,257 ) 143,433 ( 24,518 ) 1,200,723 ( 156,775 ) Federal agency collateralized mortgage obligations 94,156 ( 4,865 ) — — 94,156 ( 4,865 ) Federal agency mortgage–backed pools 460,260 ( 37,110 ) 4,712 ( 361 ) 464,972 ( 37,471 ) Private labeled mortgage–backed pools 117,409 ( 9,649 ) — — 117,409 ( 9,649 ) Corporate notes 193,792 ( 16,774 ) — — 193,792 ( 16,774 ) Total temporarily impaired securities $ 2,440,094 $ ( 229,538 ) $ 178,921 $ ( 27,352 ) $ 2,619,015 $ ( 256,890 ) 14 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) December 31, 2021 Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Investment Securities U.S. Treasury and federal agencies $ 268,732 $ ( 2,483 ) $ 15,820 $ ( 430 ) $ 284,552 $ ( 2,913 ) State and municipal 539,882 ( 9,389 ) 19,461 ( 582 ) 559,343 ( 9,971 ) Federal agency collateralized mortgage obligations 56,027 ( 1,032 ) — — 56,027 ( 1,032 ) Federal agency mortgage–backed pools 333,489 ( 3,644 ) — — 333,489 ( 3,644 ) Private labeled mortgage–backed pools 113,057 ( 2,216 ) — — 113,057 ( 2,216 ) Corporate notes 189,500 ( 3,229 ) — — 189,500 ( 3,229 ) Total temporarily impaired securities $ 1,500,687 $ ( 21,993 ) $ 35,281 $ ( 1,012 ) $ 1,535,968 $ ( 23,005 ) No allowance for credit losses for available for sale debt securities or held to maturity securities was needed at March 31, 2022 or December 31, 2021. Accrued interest receivable on available for sale debt securities and held to maturity securities totaled $ 16.7 million at March 31, 2022 and $ 14.6 million at December 31, 2021 and is excluded from the estimate of credit losses. The U.S. government sponsored entities and agencies and mortgage–backed securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major credit rating agencies, and have a long history of no credit losses. Therefore, for those securities, we do not record expected credit losses. Based on an evaluation of available evidence, management believes the unrealized losses on state and municipal securities were due to changes in interest rates. Due to the contractual terms, the issuers of state and municipal securities are not allowed to settle for less than the amortized cost of the security. In addition, the Company does not intend to sell these securities prior to the recovery of the amortized cost, which may not occur until maturity. Information regarding security proceeds, gross gains and gross losses are presented below. Three Months Ended March 31 2022 2021 Sales of securities available for sale Proceeds $ — $ 27,514 Gross gains — 914 Gross losses — — 15 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Note 4 – Loans The table below identifies the Company’s loan portfolio segments and classes. Portfolio Segment Class of Financing Receivable Commercial Owner occupied real estate Non-owner occupied real estate Residential spec homes Development & spec land Commercial and industrial Real estate Residential mortgage Residential construction Mortgage warehouse Mortgage warehouse Consumer Direct installment Indirect installment Home equity Portfolio segment is defined as a level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Class of financing receivable is defined as a group of financing receivables determined on the basis of both of the following, 1) risk characteristics of the financing receivable, and 2) an entity’s method for monitoring and assessing credit risk. Generally, the Bank does not move loans from a revolving loan to a term loan other than construction loans. Construction loans are reviewed and rewritten prior to being originated as a term loan. The following table presents total loans outstanding by portfolio class, as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Commercial Owner occupied real estate $ 573,669 $ 560,887 Non–owner occupied real estate 1,113,198 1,088,470 Residential spec homes 11,115 9,907 Development & spec land 24,225 24,473 Commercial and industrial 537,120 530,208 Total commercial 2,259,327 2,213,945 Real estate Residential mortgage 558,194 563,811 Residential construction 35,178 30,571 Mortgage warehouse 105,118 109,031 Total real estate 698,490 703,413 Consumer Direct installment 60,578 63,714 Indirect installment 395,450 372,575 Home equity 297,872 290,970 Total consumer 753,900 727,259 Total loans 3,711,717 3,644,617 Allowance for credit losses ( 52,508 ) ( 54,286 ) Net loans $ 3,659,209 $ 3,590,331 16 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) As of March 31, 2022 and December 31, 2021, Federal Paycheck Protection Program (“PPP”) loans totaled approximately $ 6.7 million and $ 25.8 million, respectively, and are included with commercial loans. Total loans include net deferred loan costs of $ 2.6 million at March 31, 2022 and $ 1.9 million at December 31, 2021, respectively. The risk characteristics of each loan portfolio segment are as follows: Commercial Commercial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected, and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short–term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves larger loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets, the general economy or fluctuations in interest rates. The properties securing the Company's commercial real estate portfolio are diverse in terms of property type, and are monitored for concentrations of credit. Management monitors and evaluates commercial real estate loans based on collateral, cash flow and risk grade criteria. As a general rule, the Company avoids financing single purpose projects unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level of owner–occupied commercial real estate loans versus non–owner occupied loans. Real Estate and Consumer With respect to residential loans that are secured by 1–4 family residences and are generally owner occupied, the Company generally establishes a maximum loan–to–value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in 1–4 family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers. Mortgage Warehousing Horizon's mortgage warehouse lending has specific mortgage companies as customers of Horizon Bank. Individual mortgage loans originated by these mortgage companies are funded as a secured borrowing with a pledge of collateral under Horizon's agreement with the mortgage company. Each mortgage loan funded by Horizon undergoes an underwriting review by Horizon to the end investor guidelines and is assigned to Horizon until the loan is sold to the secondary market by the mortgage company. In addition, Horizon takes possession of each original note and forwards such note to the end investor once the mortgage company has sold the loan. At the time a loan is transferred to the secondary market, the mortgage company reacquires the loan under its option within the agreement. Due to the reacquire feature contained in the agreement, the transaction does not qualify as a sale and therefore is accounted for as a secured borrowing with a pledge of collateral pursuant to the agreement with the mortgage company. When the individual loan is sold to the end investor by the mortgage company, the proceeds from the sale of the loan are received by Horizon and used to pay off the loan balance with Horizon along with any accrued interest and any related fees. The remaining balance from the sale is forwarded to the mortgage company. These individual loans typically are sold by the mortgage company within 30 days and are seldom held more than 90 days. Interest income is accrued during this period and collected at the time each loan is sold. Fee income for each loan sold is collected when the loan is sold, and no costs are deferred due to the term between each loan funding and related payoff, which is typically less than 30 days. 17 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Based on these agreements with each mortgage company, at any time a mortgage company can reacquire from Horizon its outstanding loan balance on an individual mortgage and regain possession of the original note. Horizon also has the option to request that the mortgage company reacquire an individual mortgage. Should this occur, Horizon would return the original note and reassign the assignment of the mortgage to the mortgage company. Also, in the event that the end investor would not be able to honor the purchase commitment and the mortgage company would not be able to reacquire its loan on an individual mortgage, Horizon would be able to exercise its rights under the agreement. Non–performing Loans The following table presents non–accrual loans, loans past due over 90 days still on accrual, and troubled debt restructurings (“TDRs”) by class of loans: March 31, 2022 Non–accrual Loans Past Due Over 90 Days Still Accruing Non–performing TDRs Performing TDRs Total Non–performing Loans Non–performing with no Allowance for Credit Losses Commercial Owner occupied real estate $ 4,188 $ — $ — $ 568 $ 4,756 $ 2,702 Non–owner occupied real estate 635 — 281 — 916 535 Residential spec homes — — — — — — Development & spec land 815 — — — 815 65 Commercial and industrial 1,357 — — — 1,357 556 Total commercial 6,995 — 281 568 7,844 3,858 Real estate Residential mortgage 6,264 — 880 1,440 8,584 8,584 Residential construction — — — — — — Mortgage warehouse — — — — — — Total real estate 6,264 — 880 1,440 8,584 8,584 Consumer Direct installment 74 4 — — 78 78 Indirect installment 516 102 — — 618 618 Home equity 2,284 1 340 364 2,989 2,989 Total consumer 2,874 107 340 364 3,685 3,685 Total $ 16,133 $ 107 $ 1,501 $ 2,372 $ 20,113 $ 16,127 18 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) December 31, 2021 Non–accrual Loans Past Due Over 90 Days Still Accruing Non–performing TDRs Performing TDRs Total Non–performing Loans Non–performing with no Allowance for Credit Losses Commercial Owner occupied real estate $ 4,247 $ — $ — $ 603 $ 4,850 $ 2,796 Non–owner occupied real estate 761 — 285 — 1,046 1,046 Residential spec homes — — — — — — Development & spec land 919 — — — 919 919 Commercial and industrial 694 — — — 694 456 Total commercial 6,621 — 285 603 7,509 5,217 Real estate Residential mortgage 5,626 66 892 1,421 8,005 8,005 Residential construction — — — — — — Mortgage warehouse — — — — — — Total real estate 5,626 66 892 1,421 8,005 8,005 Consumer Direct installment 7 — — — 7 7 Indirect installment 538 15 — — 553 553 Home equity 2,170 64 344 367 2,945 2,945 Total consumer 2,715 79 344 367 3,505 3,505 Total $ 14,962 $ 145 $ 1,521 $ 2,391 $ 19,019 $ 16,727 There was no interest income recognized on non–accrual loans during the three months ended March 31, 2022 and 2021, respectively, while the loans were in non–accrual status. Included in the $ 16.1 million of non–accrual loans and the $ 1.5 million of non–performing TDRs at March 31, 2022 were $ 6.0 million and $ 1.5 million, respectively, of loans acquired for which there were accretable yields recognized. 19 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The following table presents the payment status by class of loan, excluding non–accrual loans of $ 16.1 million and non–performing TDRs of $ 1.5 million at March 31, 2022: March 31, 2022 Current 30–59 Days Past Due 60–89 Days Past Due 90 Days or Greater Past Due Total Past Due Loans Total Loans Commercial Owner occupied real estate $ 568,801 $ 680 $ — $ — $ 680 $ 569,481 Non–owner occupied real estate 1,112,170 112 — — 112 1,112,282 Residential spec homes 11,115 — — — — 11,115 Development & spec land 23,410 — — — — 23,410 Commercial and industrial 535,198 565 — — 565 535,763 Total commercial 2,250,694 1,357 — — 1,357 2,252,051 Real estate Residential mortgage 549,343 1,421 286 — 1,707 551,050 Residential construction 35,178 — — — — 35,178 Mortgage warehouse 105,118 — — — — 105,118 Total real estate 689,639 1,421 286 — 1,707 691,346 Consumer Direct installment 60,359 119 22 4 145 60,504 Indirect installment 392,260 2,162 410 102 2,674 394,934 Home equity 294,666 493 88 1 582 295,248 Total consumer 747,285 2,774 520 107 3,401 750,686 Total $ 3,687,618 $ 5,552 $ 806 $ 107 $ 6,465 $ 3,694,083 20 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The following table presents the payment status by class of loan, excluding non–accrual loans of $ 15.0 million and non–performing TDRs of $ 1.5 million at December 31, 2021: December 31, 2021 Current 30–59 Days Past Due 60–89 Days Past Due 90 Days or Greater Past Due Total Past Due Loans Total Commercial Owner occupied real estate $ 555,851 $ 789 $ — $ — $ 789 $ 556,640 Non–owner occupied real estate 1,085,716 1,708 — — 1,708 1,087,424 Residential spec homes 9,907 — — — — 9,907 Development & spec land 23,496 58 — — 58 23,554 Commercial and industrial 528,461 974 79 — 1,053 529,514 Total commercial 2,203,431 3,529 79 — 3,608 2,207,039 Real estate Residential mortgage 556,128 834 265 66 1,165 557,293 Residential construction 30,571 — — — — 30,571 Mortgage warehouse 109,031 — — — — 109,031 Total real estate 695,730 834 265 66 1,165 696,895 Consumer Direct installment 63,295 409 3 — 412 63,707 Indirect installment 369,615 2,271 136 15 2,422 372,037 Home equity 287,382 849 161 64 1,074 288,456 Total consumer 720,292 3,529 300 79 3,908 724,200 Total $ 3,619,453 $ 7,892 $ 644 $ 145 $ 8,681 $ 3,628,134 The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Troubled Debt Restructurings Loans modified as TDRs generally consist of allowing borrowers to defer scheduled principal payments and make interest only payments for a specified period of time at the stated interest rate of the original loan agreement or lower payments due to a modification of the loans' contractual terms. TDRs that continue to accrue interest are individually monitored on a monthly basis and evaluated for impairment annually and transferred to non–accrual status when it is probable that any remaining principal and interest payments due on the loan will not be collected in accordance with the contractual terms of the loan. TDRs that subsequently default are individually evaluated for impairment at the time of default. At March 31, 2022, the types of concessions the Company has made on restructured loans have been temporary rate reductions and/or reductions in monthly payments, and there have been no restructured loans with modified recorded balances. Any modification to a loan that is a concession and is not in the normal course of lending is considered a restructured loan. A restructured loan is returned to accruing status after six consecutive payments but is still reported as a TDR unless the loan bears interest at a market rate. As of March 31, 2022, the Company had $ 3.9 million in TDRs and $ 2.4 million were performing according to the restructured terms and no TDRs were returned to accrual status during 2022. There were no specific reserves allocated to TDRs at March 31, 2022 based on the discounted cash flows or, when appropriate, the fair value of the collateral. These TDRs are exclusive of loans modified under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). 21 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The following table presents TDRs by class of loan: March 31, 2022 December 31, 2021 Non–accrual Accruing Total Non–accrual Accruing Total Commercial Owner occupied real estate $ — $ 568 $ 568 $ — $ 603 $ 603 Non–owner occupied real estate 281 — 281 285 — 285 Residential spec homes — — — — — — Development & spec land — — — — — — Commercial and industrial — — — — — — Total commercial 281 568 849 285 603 888 Real estate Residential mortgage 880 1,440 2,320 892 1,421 2,313 Residential construction — — — — — — Mortgage warehouse — — — — — — Total real estate 880 1,440 2,320 892 1,421 2,313 Consumer Direct installment — — — — — — Indirect installment — — — — — — Home equity 340 364 704 344 367 711 Total consumer 340 364 704 344 367 711 Total $ 1,501 $ 2,372 $ 3,873 $ 1,521 $ 2,391 $ 3,912 Loans Modified under the CARES Act The Bank has elected (i) to suspend the requirements under GAAP for loan modifications related to the COVID–19 pandemic that would otherwise be categorized as a TDR; and (ii) to suspend any determination of a loan modified as a result of the effects of COVID–19 pandemic as being a TDR, including impairment for accounting purposes. At March 31, 2022 and December 31, 2021, the Bank modified loans totaling $ 1.2 million and $ 10.9 million, respectively, which qualify for treatment under the CARES Act. Collateral Dependent Financial Assets A collateral dependent financial loan relies solely on the operation or sale of the collateral for repayment. In evaluating the overall risk associated with the loan, the Company considers character, overall financial condition and resources, and payment record of the borrower; the prospects for support from any financially responsible guarantors; and the nature and degree of protection provided by the cash flow and value of any underlying collateral. However, as other sources of repayment become inadequate over time, the significance of the collateral's value increases and the loan may become collateral dependent. 22 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The table below presents the amortized cost basis and allowance for credit losses (“ACL”) allocated for collateral dependent loans in accordance with ASC 326, which are individually evaluated to determine expected credit losses. March 31, 2022 Real Estate Accounts Receivable/Equipment Other Total ACL Allocation Commercial Owner occupied real estate $ 4,244 $ 512 $ — $ 4,756 $ 568 Non–owner occupied real estate 916 — — 916 112 Residential spec homes — — — — — Development & spec land 815 — — 815 97 Commercial and industrial — 1,341 16 1,357 248 Total commercial 5,975 1,853 16 7,844 1,025 Total collateral dependent loans $ 5,975 $ 1,853 $ 16 $ 7,844 $ 1,025 December 31, 2021 Real Estate Accounts Receivable/Equipment Other Total ACL Allocation Commercial Owner occupied real estate $ 11,201 $ 103 $ — $ 11,304 $ 632 Non–owner occupied real estate 2,068 — — 2,068 — Residential spec homes — — — — — Development & spec land 919 — — 919 — Commercial and industrial 427 1,218 — 1,645 128 Total commercial 14,615 1,321 — 15,936 760 Total collateral dependent loans $ 14,615 $ 1,321 $ — $ 15,936 $ 760 Credit Quality Indicators Horizon Bank's processes for determining credit quality differ slightly depending on whether a new loan or a renewed loan is being underwritten, or whether an existing loan is being re–evaluated for credit quality. The latter usually occurs upon receipt of current financial information or other pertinent data that would trigger a change in the loan grade. • For new and renewed commercial loans, the Bank's Credit Department, which acts independently of the loan officer, assigns the credit quality grade of the loans. Loan grades for loans with an aggregate credit exposure that exceeds the authorities in the respective regions (ranging from $ 3,000,000 to $ 6,000,000 ) are validated by the Loan Committee, which is chaired by the Chief Commercial Banking Officer (“CCBO”). • Commercial loan officers are responsible for reviewing their loan portfolios and reporting any adverse material change to the CCBO or Loan Committee. When circumstances warrant a change in the credit quality grade, loan officers are required to notify the CCBO and the Credit Department of the change in the loan grade. Downgrades are accepted immediately by the CCBO, however, lenders must present their factual information to either the Loan Committee or the CCBO when recommending an upgrade. • The CCBO, or a designee, meets periodically with loan officers to discuss the status of past due loans and classified loans. These meetings are also designed to give the loan officers an opportunity to identify an existing loan that should be downgraded to a classified grade. 23 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) • Monthly, senior management meets as members of the Watch Committee, which reviews all of the past due, classified, and impaired loans and the relative trends of these assets. This committee also reviews the actions taken by management regarding foreclosure mitigation, loan extensions, troubled debt restructures, other real estate owned and personal property repossessions. The information reviewed in this meeting acts as a precursor for developing management's analysis of the adequacy of the Allowance for Credit Losses. For residential real estate and consumer loans, Horizon uses a grading system based on delinquency. Loans that are 90 days or more past due, on non–accrual, or are classified as a TDR are graded “Substandard.” After being 90 to 120 days delinquent a loan is charged off unless it is well secured and in the process of collection. If the latter case exists, the loan is placed on non–accrual. Occasionally a mortgage loan may be graded as “Special Mention.” When this situation arises, it is because the characteristics of the loan and the borrower fit the definition of a Risk Grade 5 described below, which is normally used for grading commercial loans. Loans not graded Substandard are considered Pass. Horizon Bank employs a nine–grade rating system to determine the credit quality of commercial loans. The first five grades represent acceptable quality, and the last four grades mirror the criticized and classified grades used by the bank regulatory agencies (special mention, substandard, doubtful, and loss). The loan grade definitions are detailed below. Risk Grade 1: Excellent (Pass) Loans secured by liquid collateral, such as certificates of deposit, reputable bank letters of credit, or other cash equivalents or loans to any publicly held company with a current long–term debt rating of A or better and meeting defined key financial metric ranges. Risk Grade 2: Good (Pass) Loans to businesses that have strong financial statements containing an unmodified opinion from a CPA firm and at least three years consecutive years of profits; loans supported by unaudited financial statements containing strong balance sheets, five years consecutive years of profits, a five years satisfactory relationship with the Bank, and key balance sheet and income statement trends that are either stable or positive; loans secured by publicly traded marketable securities with required margins where there is no impediment to liquidation; loans to individuals backed by liquid personal assets and unblemished credit histories; or loans to publicly held companies with current long–term debt ratings of Baa or better and meeting defined key financial metric ranges. Risk Grade 3: Satisfactory (Pass) Loans supported by financial statements (audited or unaudited) that indicate average or slightly below average risk and having some deficiency or vulnerability to changing economic conditions; loans with some weakness but offsetting features of other support are readily available; loans that are meeting the terms of repayment, but which may be susceptible to deterioration if adverse factors are encountered and meeting defined key financial metric ranges. Loans may be graded Satisfactory when there is no recent information on which to base a current risk evaluation and the following conditions apply: • At inception, the loan was properly underwritten, did not possess an unwanted level of credit risk, and the loan met the above criteria for a risk grade of Excellent, Good, or Satisfactory. • At inception, the loan was secured with collateral possessing a loan value adequate to protect the Bank from loss. • The loan has exhibited two or more years of satisfactory repayment with a reasonable reduction of the principal balance. • During the period that the loan has been outstanding, there has been no evidence of any credit weakness. Some examples of weakness include slow payment, lack of cooperation by the borrower, breach of loan covenants, or the borrower is in an industry known to be experiencing problems. If any of these credit weaknesses is observed, a lower risk grade may be warranted. 24 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Risk Grade 4: Satisfactory/Monitored (Pass) Loans in this category are considered to be of acceptable credit quality, but contain greater credit risk than Satisfactory rated loans and meet defined key financial metric ranges. Borrower displays acceptable liquidity, leverage, and earnings performance within the Bank's minimum underwriting guidelines. The level of risk is acceptable but conditioned on the proper level of loan officer supervision. Loans that normally fall into this grade include acquisition, construction and development loans and income producing properties that have not reached stabilization. Risk Grade 4W: Management Watch (Pass) Loans in this category are considered to be of acceptable quality and meet defined key financial metric ranges, but with above normal risk. Borrower displays potential indicators of weakness in the primary source of repayment resulting in a higher reliance on secondary sources of repayment. Balance sheet may exhibit weak liquidity and/or high leverage. There is inconsistent earnings performance without the ability to sustain adverse economic conditions. Borrower may be operating in a declining industry or the property type, as for a commercial real estate loan, may be high risk or in decline. These loans require an increased level of loan officer supervision and monitoring to assure that any deterioration is addressed in a timely fashion. Commercial construction loans are graded as 4W Management Watch until the projects are completed and stabilized. Risk Grade 5: Special Mention Loans which possess some temporary (normally less than one year) credit deficiency or potential weakness which deserves close attention. Such loans pose an unwarranted financial risk that, if not corrected, could weaken the loan by adversely impacting the future repayment ability of the borrower. The key distinctions of a Special Mention classification are that (1) it is indicative of an unwarranted level of risk and (2) weaknesses are considered “potential,” not “defined,“ impairments to the primary source of repayment. These loans may be to borrowers with adverse trends in financial performance, collateral value and/or marketability, or balance sheet strength and must meet defined key financial metric ranges. Risk Grade 6: Substandard One or more of the following characteristics may be exhibited in loans classified Substandard: • Loans which possess a defined credit weakness. The likelihood that a loan will be paid from the primary source of repayment is uncertain. Financial deterioration is under way and very close attention is warranted to ensure that the loan is collected without loss. • Loans are inadequately protected by the current net worth and paying capacity of the obligor. • The primary source of repayment is gone, and the Bank is forced to rely on a secondary source of repayment, such as collateral liquidation or guarantees. • Loans have a distinct possibility that the Bank will sustain some loss if deficiencies are not corrected. • Unusual courses of action are need to maintain a high probability of repayment. • The borrower is not generating enough cash flow to repay loan principal; however, it continues to make interest payments. • The lender is forced into a subordinated or unsecured position due to flaws in documentation. • Loans have been restructured so that payment schedules, terms, and collateral represent concessions to the borrower when compared to the normal loan terms. • The lender is seriously contemplating foreclosure or legal action due to the apparent deterioration in the loan. • There is a significant deterioration in market conditions to which the borrower is highly vulnerable. • The borrower meets defined key financial metric ranges. 25 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Risk Grade 7: Doubtful One or more of the following characteristics may be present in loans classified Doubtful: • Loans have all of the weaknesses of those classified as Substandard; however, based on existing conditions, these weaknesses make full collection of principal highly improbable. • The primary source of repayment is gone, and there is considerable doubt as to the quality of the secondary source of repayment. • The possibility of loss is high but because of certain important pending factors which may strengthen the loan, loss classification is deferred until the exact status of repayment is known. • The borrower meets defined key financial metric ranges. Risk Grade 8: Loss Loans are considered uncollectible and of such little value that continuing to carry them as assets is not feasible. Loans will be classified Loss when it is neither practical nor desirable to defer writing off or reserving all of a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future. 26 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The following tables present loans by credit grades and origination year at March 31, 2022. March 31, 2022 2022 2021 2020 2019 2018 Prior Revolving Loans Total Commercial Owner occupied real estate Pass $ 32,701 $ 92,878 $ 55,242 $ 59,630 $ 42,765 $ 203,997 $ 51,224 $ 538,437 Special Mention — — — 2,286 2,862 7,576 1,576 14,300 Substandard — — 998 1,554 3,117 11,314 3,949 20,932 Doubtful — — — — — — — — Total owner occupied real estate $ 32,701 $ 92,878 $ 56,240 $ 63,470 $ 48,744 $ 222,887 $ 56,749 $ 573,669 Non–owner occupied real estate Pass $ 31,866 $ 179,270 $ 106,615 $ 118,622 $ 50,618 $ 353,883 $ 205,014 $ 1,045,888 Special Mention — — 833 6,907 41,143 4,527 — 53,410 Substandard — 714 — — 3,600 9,586 — 13,900 Doubtful — — — — — — — — Total non–owner occupied real estate $ 31,866 $ 179,984 $ 107,448 $ 125,529 $ 95,361 $ 367,996 $ 205,014 $ 1,113,198 Residential spec homes Pass $ 358 $ 2,977 $ 145 $ — $ — $ 1,986 $ 5,649 $ 11,115 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total residential spec homes $ 358 $ 2,977 $ 145 $ — $ — $ 1,986 $ 5,649 $ 11,115 Development & spec land Pass $ — $ 1,704 $ 491 $ 492 $ 9 $ 11,726 $ 8,692 $ 23,114 Special Mention — — — — — 169 — 169 Substandard — — — — — 195 747 942 Doubtful — — — — — — — — Total development & spec land $ — $ 1,704 $ 491 $ 492 $ 9 $ 12,090 $ 9,439 $ 24,225 Commercial & industrial Pass $ 61,707 $ 164,636 $ 42,679 $ 40,506 $ 44,081 $ 124,904 $ 23,536 $ 502,049 Special Mention 193 2,681 3,093 927 4,927 10,741 2,624 25,186 Substandard — 54 121 1,324 3,861 2,210 2,315 9,885 Doubtful — — — — — — — — Total commercial & industrial $ 61,900 $ 167,371 $ 45,893 $ 42,757 $ 52,869 $ 137,855 $ 28,475 $ 537,120 Total commercial $ 126,825 $ 444,914 $ 210,217 $ 232,248 $ 196,983 $ 742,814 $ 305,326 $ 2,259,327 27 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) March 31, 2022 2021 2020 2019 2018 2017 Prior Revolving Loans Total Real estate Residential mortgage Performing $ 28,517 $ 122,779 $ 97,700 $ 38,406 $ 46,285 $ 215,923 $ — $ 549,610 Non–performing — 133 300 539 851 6,761 — 8,584 Total residential mortgage $ 28,517 $ 122,912 $ 98,000 $ 38,945 $ 47,136 $ 222,684 $ — $ 558,194 Residential construction Performing $ — $ — $ — $ — $ — $ — $ 35,178 $ 35,178 Non–performing — — — — — — — — Total residential construction $ — $ — $ — $ — $ — $ — $ 35,178 $ 35,178 Mortgage warehouse Performing $ — $ — $ — $ — $ — $ — $ 105,118 $ 105,118 Non–performing — — — — — — — — Total mortgage warehouse $ — $ — $ — $ — $ — $ — $ 105,118 $ 105,118 Total real estate $ 28,517 $ 122,912 $ 98,000 $ 38,945 $ 47,136 $ 222,684 $ 140,296 $ 698,490 March 31, 2022 2021 2020 2019 2018 2017 Prior Revolving Loans Total Consumer Direct installment Performing $ 6,896 $ 16,951 $ 10,410 $ 11,748 $ 6,000 $ 8,485 $ 10 $ 60,500 Non–performing — — — 15 — 63 — 78 Total direct installment $ 6,896 $ 16,951 $ 10,410 $ 11,763 $ 6,000 $ 8,548 $ 10 $ 60,578 Indirect installment Performing $ 61,756 $ 149,623 $ 81,675 $ 51,303 $ 33,551 $ 16,924 $ — $ 394,832 Non–performing — 69 73 234 96 146 — 618 Total indirect installment $ 61,756 $ 149,692 $ 81,748 $ 51,537 $ 33,647 $ 17,070 $ — $ 395,450 Home equity Performing $ 24,015 $ 82,796 $ 47,913 $ 31,705 $ 24,896 $ 77,868 $ 5,690 $ 294,883 Non–performing — 8 112 134 23 1,417 1,295 2,989 Total home equity $ 24,015 $ 82,804 $ 48,025 $ 31,839 $ 24,919 $ 79,285 $ 6,985 $ 297,872 Total consumer $ 92,667 $ 249,447 $ 140,183 $ 95,139 $ 64,566 $ 104,903 $ 6,995 $ 753,900 28 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The following tables present loans by credit grades and origination year at December 31, 2021. December 31, 2021 2021 2020 2019 2018 2017 Prior Revolving Loans Total Commercial Owner occupied real estate Pass $ 86,798 $ 58,789 $ 61,134 $ 43,903 $ 46,530 $ 159,351 $ 60,539 $ 517,044 Special Mention — 72 2,685 3,194 7,279 11,451 1,345 26,026 Substandard — 1,003 1,312 3,192 1,957 9,579 774 17,817 Doubtful — — — — — — — — Total owner occupied real estate $ 86,798 $ 59,864 $ 65,131 $ 50,289 $ 55,766 $ 180,381 $ 62,658 $ 560,887 Non–owner occupied real estate Pass $ 175,538 $ 108,465 $ 120,561 $ 59,596 $ 126,334 $ 260,362 $ 178,928 $ 1,029,784 Special Mention — 839 1,192 34,412 999 3,850 515 41,807 Substandard 720 — 6,045 1,096 425 7,793 800 16,879 Doubtful — — — — — — — — Total non–owner occupied real estate $ 176,258 $ 109,304 $ 127,798 $ 95,104 $ 127,758 $ 272,005 $ 180,243 $ 1,088,470 Residential spec homes Pass $ 1,115 $ 254 $ 155 $ — $ — $ 1,346 $ 7,037 $ 9,907 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total residential spec homes $ 1,115 $ 254 $ 155 $ — $ — $ 1,346 $ 7,037 $ 9,907 Development & spec land Pass $ 2,282 $ 536 $ 503 $ 11 $ 3,583 $ 8,496 $ 7,837 $ 23,248 Special Mention — — — — — 177 — 177 Substandard — — — — 11 289 748 1,048 Doubtful — — — — — — — — Total development & spec land $ 2,282 $ 536 $ 503 $ 11 $ 3,594 $ 8,962 $ 8,585 $ 24,473 Commercial & industrial Pass $ 198,482 $ 48,245 $ 43,003 $ 47,986 $ 64,292 $ 69,589 $ 23,647 $ 495,244 Special Mention 592 3,278 2,090 4,588 3,781 7,427 3,295 25,051 Substandard 111 143 1,211 3,936 1,313 1,847 1,352 9,913 Doubtful — — — — — — — — Total commercial & industrial $ 199,185 $ 51,666 $ 46,304 $ 56,510 $ 69,386 $ 78,863 $ 28,294 $ 530,208 Total commercial $ 465,638 $ 221,624 $ 239,891 $ 201,914 $ 256,504 $ 541,557 $ 286,817 $ 2,213,945 29 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) December 31, 2021 2021 2020 2019 2018 2017 Prior Revolving Loans Total Real estate Residential mortgage Performing $ 116,118 $ 105,051 $ 44,691 $ 50,778 $ 56,330 $ 182,838 $ — $ 555,806 Non–performing — 78 448 854 66 6,559 — 8,005 Total residential mortgage $ 116,118 $ 105,129 $ 45,139 $ 51,632 $ 56,396 $ 189,397 $ — $ 563,811 Residential construction Performing $ — $ — $ — $ — $ — $ — $ 30,571 $ 30,571 Non–performing — — — — — — — — Total residential construction $ — $ — $ — $ — $ — $ — $ 30,571 $ 30,571 Mortgage warehouse Performing $ — $ — $ — $ — $ — $ — $ 109,031 $ 109,031 Non–performing — — — — — — — — Total mortgage warehouse $ — $ — $ — $ — $ — $ — $ 109,031 $ 109,031 Total real estate $ 116,118 $ 105,129 $ 45,139 $ 51,632 $ 56,396 $ 189,397 $ 139,602 $ 703,413 December 31, 2021 2021 2020 2019 2018 2017 Prior Revolving Loans Total Consumer Direct installment Performing $ 18,826 $ 12,756 $ 13,390 $ 7,027 $ 6,036 $ 5,577 $ 95 $ 63,707 Non–performing — — — — 1 6 — 7 Total direct installment $ 18,826 $ 12,756 $ 13,390 $ 7,027 $ 6,037 $ 5,583 $ 95 $ 63,714 Indirect installment Performing $ 160,194 $ 91,416 $ 58,907 $ 39,956 $ 17,014 $ 4,535 $ — $ 372,022 Non–performing 46 93 162 92 88 72 — 553 Total indirect installment $ 160,240 $ 91,509 $ 59,069 $ 40,048 $ 17,102 $ 4,607 $ — $ 372,575 Home equity Performing $ 80,389 $ 51,856 $ 34,603 $ 26,924 $ 22,495 $ 65,059 $ 6,699 $ 288,025 Non–performing 9 114 37 90 166 1,321 1,208 2,945 Total home equity $ 80,398 $ 51,970 $ 34,640 $ 27,014 $ 22,661 $ 66,380 $ 7,907 $ 290,970 Total consumer $ 259,464 $ 156,235 $ 107,099 $ 74,089 $ 45,800 $ 76,570 $ 8,002 $ 727,259 30 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Note 5 – Allowance for Credit and Loan Losses The following tables represent, by loan portfolio segment, a summary of changes in the ACL on loans for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Commercial Real Estate Mortgage Warehouse Consumer Total Balance, beginning of period $ 40,775 $ 3,856 $ 1,059 $ 8,596 $ 54,286 Provision for credit losses on loans ( 2,692 ) 485 ( 4 ) 825 ( 1,386 ) PCD loan charge–offs ( 256 ) — — — ( 256 ) Charge–offs ( 80 ) — — ( 287 ) ( 367 ) Recoveries 42 10 — 179 231 Balance, end of period $ 37,789 $ 4,351 $ 1,055 $ 9,313 $ 52,508 Three Months Ended March 31, 2021 Commercial Real Estate Mortgage Warehouse Consumer Total Balance, beginning of period $ 42,210 $ 4,620 $ 1,267 $ 8,930 $ 57,027 Provision for credit losses on loans 928 ( 456 ) ( 104 ) ( 1 ) 367 Charge–offs ( 196 ) — — ( 235 ) ( 431 ) Recoveries 38 65 — 120 223 Balance, end of period $ 42,980 $ 4,229 $ 1,163 $ 8,814 $ 57,186 The Company utilized the Cumulative Loss Rate method in determining expected future credit losses. The loss rate method measures the amount of loan charge–offs, net of recoveries, (“loan losses”) recognized over the life of a pool and compares those loan losses to the outstanding loan balance of that pool as of a specific point in time (“pool date”). To estimate a CECL loss rate for the pool, management first identifies the loan losses recognized between the pool date and the reporting date for the pool and determines which loan losses were related to loans outstanding at the pool date. The loss rate method then divides the loan losses recognized on loans outstanding as of the pool date by the outstanding loan balance as of the pool date. The Company’s expected loss estimate is anchored in historical credit loss experience, with an emphasis on all available portfolio data. The Company's historical look–back period includes January 2012 through the current period, on a monthly basis. When historical credit loss experience is not sufficient for a specific portfolio, the Company may supplement its own portfolio data with external models or data. Qualitative reserves reflect management’s overall estimate of the extent to which current expected credit losses on collectively evaluated loans will differ from historical loss experience. The analysis takes into consideration other analytics performed within the organization, such as enterprise and concentration management, along with other credit–related analytics as deemed appropriate. Management attempts to quantify qualitative reserves whenever possible. The Company’s CECL estimate applies to a forecast that incorporates macroeconomic trends and other environmental factors. Management utilized National, Regional and Local Leading Economic Indexes, as well as management judgment, as the basis for the forecast period. The historical loss rate was utilized as the base rate, and qualitative adjustments were utilized to reflect the forecast and other relevant factors. The Company segments the loan portfolio into pools based on the following risk characteristics: financial asset type, loan purpose, collateral type, loan characteristics, credit characteristics, outstanding loan balances, contractual terms and prepayment assumptions, industry of the borrower and concentrations, and historical or expected credit loss patterns. 31 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Note 6 – Loan Servicing Loans serviced for others are not included in the accompanying condensed consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled approximately $ 1.6 billion and $ 1.5 billion at March 31, 2022 and December 31, 2021. The aggregate fair value of capitalized mortgage servicing rights was approximately $ 18.6 million and $ 15.2 million at March 31, 2022 and December 31, 2021, compared to the carrying values of $ 18.6 million and $ 15.2 million at March 31, 2022 and December 31, 2021, respectively. Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of measuring impairment, risk characteristics including product type, investor type and interest rates, were used to stratify the originated mortgage servicing rights. Three Months Ended March 31, March 31, 2022 2021 Mortgage servicing rights Balance, beginning of period $ 17,780 $ 17,644 Servicing rights capitalized 1,562 1,130 Amortization of servicing rights ( 750 ) ( 962 ) Balance, end of period 18,592 17,812 Impairment allowance Balance, beginning of period ( 2,594 ) ( 5,172 ) Additions — — Reductions 2,594 235 Balance, end of period — ( 4,937 ) Mortgage servicing rights, net $ 18,592 $ 12,875 The Bank reduced impairment by approximately $ 2.6 million for the three months ended March 31, 2022 and $ 235,000 for the three months ended March 31, 2021. Note 7 – Goodwill As of March 31, 2022 and December 31, 2021, the carrying amount of goodwill was $ 154.6 million. There have been no changes in the carrying amount of goodwill for the three months ended March 31, 2022 or 2021. Goodwill is assessed for impairment annually, or more frequently if events occur or circumstances change that indicate an impairment may exist. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its estimated carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. Alternatively, a quantitative goodwill test can be performed without performing a qualitative assessment. Goodwill was assessed for impairment using a qualitative analysis as of March 31, 2022 which resulted in no goodwill impairment charges for the three months ended March 31, 2022. 32 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Note 8 – Repurchase Agreements The Company transfers various securities to customers in exchange for cash at the end of each business day and agrees to acquire the securities at the end of the next business day for the cash exchanged plus interest. The process is repeated at the end of each business day until the agreement is terminated. The securities underlying the agreement remained under the Company’s control. The following table shows repurchase agreements accounted for as secured borrowings and the related securities, at fair value, pledged for repurchase agreements: March 31, 2022 Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to one year One to three years Three to five years Five to ten years Beyond ten years Total Repurchase Agreements and repurchase-to-maturity transactions Repurchase Agreements $ 143,126 $ — $ — $ — $ — $ — $ 143,126 Securities pledged for Repurchase Agreements Federal agency collateralized mortgage obligations $ 24,290 $ — $ — $ — $ — $ — $ 24,290 Federal agency mortgage–backed pools 109,955 — — — — — 109,955 Private labeled mortgage–backed pools 14,152 — — — — — 14,152 Total $ 148,397 $ — $ — $ — $ — $ — $ 148,397 Note 9 – Subordinated Notes On June 24, 2020, Horizon issued $ 60.0 million in aggregate principal amount of 5.625 % fixed–to–floating rate subordinated notes (the “Notes”). The Notes were offered in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes mature on July 1, 2030 (the “Maturity Date”). From and including the date of original issuance to, but excluding, July 1, 2025 or the date of earlier redemption (the “fixed rate period”), the Notes bear interest at an initial rate of 5.625 % per annum, payable semi–annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2021. The last interest payment date for the fixed rate period will be July 1, 2025. From and including July 1, 2025 to, but excluding, the Maturity Date or the date of earlier redemption (the “floating rate period”), the Notes bear interest at a floating rate per annum equal to the benchmark rate, which is expected to be Three–Month Term SOFR (the “Benchmark Rate”), plus 549 basis points, payable quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, commencing on October 1, 2025. Notwithstanding the foregoing, in the event that the Benchmark Rate is less than zero, the Benchmark Rate shall be deemed to be zero. Horizon may, at its option, beginning with the interest payment date of July 1, 2025 and on any interest payment date thereafter, redeem the Notes, in whole or in part. The Notes will not otherwise be redeemable by Horizon prior to maturity, unless certain events occur. The redemption price for any redemption is 100 % of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any early redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations, including capital regulations. 33 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The Notes are unsecured subordinated obligations, and rank pari passu, or equally, with all of Horizon's future unsecured subordinated debt and are junior to all existing and future senior debt. The Notes are structurally subordinated to all existing and future liabilities of Horizon's subsidiaries, including the deposit liabilities and claims of other creditors of Horizon Bank, and are effectively subordinated to Horizon’s existing and future secured indebtedness. There is no sinking fund for the Notes. The Notes are obligations of Horizon only and are not obligations of, and are not guaranteed by, any of Horizon’s subsidiaries. Note 10 – Derivative Financial Instruments Cash Flow Hedges – As a strategy to maintain acceptable levels of exposure to the risk of changes in future cash flow due to interest rate fluctuations, the Company entered into interest rate swap agreements for a portion of its floating rate debt which matured on December 16, 2021. The agreement provided for the Company to receive interest from the counterparty at three months LIBOR and to pay interest to the counterparty at a fixed rate of 4.20 % on a notional amount of $ 12.0 million. Under the agreement, the Company paid or received the net interest amount monthly, with the monthly settlements included in interest expense. The Company assumed an additional interest rate swap agreement as the result of the LaPorte acquisition in July 2016 which matured on March 15, 2021. The agreement provided for the Company to receive interest from the counterparty at one month LIBOR and to pay interest to the counterparty at a fixed rate of 2.62 % on a notional amount of $ 10.0 million. Under the agreement, the Company paid or received the net interest amount monthly, with the monthly settlements included in interest expense. On July 20, 2018, the Company entered into an interest rate swap agreement for an additional portion of its floating rate debt. The agreement provides for the Company to receive interest from the counterparty at one month LIBOR and to pay interest to the counterparty at a fixed rate of 2.81 % on a notional amount of $ 50.0 million at March 31, 2022 and December 31, 2021. Under the agreement, the Company pays or receives the net interest amount monthly, with the monthly settlements included in interest expense. This interest rate swap agreement matures on July 19, 2026. Management has designated the interest rate swap agreement as a cash flow hedging instrument. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. At March 31, 2022, the Company’s cash flow hedge was effective and is not expected to have a significant impact on the Company’s net income over the next 12 months. Fair Value Hedges – Fair value hedges are intended to reduce the interest rate risk associated with the underlying hedged item. The Company enters into fixed rate loan agreements as part of its lending policy. To mitigate the risk of changes in fair value based on fluctuations in interest rates, the Company has entered into interest rate swap agreements on individual loans, converting the fixed rate loans to a variable rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings. At March 31, 2022, the Company’s fair value hedges were effective and are not expected to have a significant impact on the Company’s net income over the next 12 months. The change in fair value of both the hedge instruments and the underlying loan agreements are recorded as gains or losses in non–interest income. The fair value hedges are considered to be highly effective and any hedge ineffectiveness was deemed not material. The notional amounts of the loan and security agreements being hedged were $ 511.8 million at March 31, 2022 and $ 489.0 million at December 31, 2021. 34 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Other Derivative Instruments – The Company enters into non–hedging derivatives in the form of mortgage loan forward sale commitments with investors and commitments to originate mortgage loans as part of its mortgage banking business. At March 31, 2022, the Company’s fair value of these derivatives were recorded and over the next 12 months are not expected to have a significant impact on the Company’s net income. The change in fair value of both the forward sale commitments and commitments to originate mortgage loans were recorded and the net gains or losses included in the Company’s gain on sale of loans. The following tables summarize the fair value of derivative financial instruments utilized by Horizon: Asset Derivatives Liability Derivatives March 31, 2022 March 31, 2022 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest rate contracts – cash flow hedges Other assets $ — Other liabilities $ 927 Total derivatives designated as hedging instruments — 927 Derivatives not designated as hedging instruments Interest rate contracts – fair value hedges Other assets 11,083 Other liabilities 11,083 Mortgage loan contracts Other assets — Other liabilities 586 Commitments to originate mortgage loans Other assets 361 Other liabilities — Total derivatives not designated as hedging instruments 11,444 11,669 Total derivatives $ 11,444 $ 12,596 Asset Derivatives Liability Derivatives December 31, 2021 December 31, 2021 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest rate contracts – cash flow hedges Other assets $ — Other liabilities $ 3,673 Total derivatives designated as hedging instruments — 3,673 Derivatives not designated as hedging instruments Interest rate contracts – fair value hedges Other assets 14,419 Other liabilities 14,419 Mortgage loan contracts Other assets — Other liabilities 238 Commitments to originate mortgage loans Other assets 1,037 Other liabilities — Total derivatives not designated as hedging instruments 15,456 14,657 Total derivatives $ 15,456 $ 18,330 The effect of the derivative instruments on the condensed consolidated statements of comprehensive income for the three–month periods ending March 31 is as follows: Amount of Gain Recognized in Other Comprehensive Income on Derivative Three Months Ended March 31, 2022 March 31, 2021 Derivatives in cash flow hedging relationship Interest rate contracts $ 2,169 $ 2,412 35 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The effect of the derivative instruments on the condensed consolidated statements of income for the three–month periods ending March 31 is as follows: Location of gain (loss) recognized on derivative Amount of Gain (Loss) Recognized on Derivative Three Months Ended March 31, 2022 March 31, 2021 Derivative designated as hedging instruments Interest rate contracts – cash flow hedges Interest expense – Borrowings $ 340 $ 509 Total $ 340 $ 509 Location of loss recognized on derivative Amount of Loss Recognized on Derivative Three Months Ended March 31, 2022 March 31, 2021 Derivative not designated as hedging instruments Mortgage loan contracts Non–interest income – Gain on sale of loans ( 348 ) ( 700 ) Commitments to originate mortgage loans Non–interest income – Gain on sale of loans ( 675 ) ( 541 ) Total $ ( 1,023 ) $ ( 1,241 ) Note 11 – Disclosures about Fair Value of Assets and Liabilities The Fair Value Measurements topic of the FASB ASC defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. There are three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying condensed consolidated financial statements, as well as the general classification of such instruments pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended March 31, 2022. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below. 36 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Available for sale securities When quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include U.S. Treasury and federal agency securities, state and municipal securities, federal agency collateralized mortgage obligations and mortgage–backed pools and corporate notes. Level 2 securities are valued by a third party pricing service commonly used in the banking industry utilizing observable inputs. Observable inputs include dealer quotes, market spreads, cash flow analysis, the U.S. Treasury yield curve, trade execution data, market consensus prepayment spreads and available credit information and the bond’s terms and conditions. The pricing provider utilizes evaluated pricing models that vary based on asset class. These models incorporate available market information including quoted prices of securities with similar characteristics and, because many fixed–income securities do not trade on a daily basis, apply available information through processes such as benchmark curves, benchmarking of like securities, sector grouping, and matrix pricing. In addition, model processes, such as an option adjusted spread model, is used to develop prepayment and interest rate scenarios for securities with prepayment features. Hedged loans Certain fixed rate loans have been converted to variable rate loans by entering into interest rate swap agreements. The fair value of those fixed rate loans is based on discounting the estimated cash flows using interest rates determined by the respective interest rate swap agreement. Loans are classified within Level 2 of the valuation hierarchy based on the unobservable inputs used. Interest rate swap agreements The fair value of the Company’s interest rate swap agreements is estimated by a third party using inputs that are primarily unobservable including a yield curve, adjusted for liquidity and credit risk, contracted terms and discounted cash flow analysis, and therefore, are classified within Level 2 of the valuation hierarchy. The following table presents the fair value measurements of assets and liabilities recognized in the accompanying condensed consolidated financial statements measured at fair value on a recurring basis and the level within the FASB ASC fair value hierarchy in which the fair value measurements fall at the following: March 31, 2022 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Available for sale securities U.S. Treasury and federal agencies $ 282,520 $ — $ 282,520 $ — State and municipal 469,052 — 469,052 — Federal agency collateralized mortgage obligations 49,592 — 49,592 — Federal agency mortgage–backed pools 202,435 — 202,435 — Private labeled mortgage–backed pools 28,633 — 28,633 — Corporate notes 80,280 — 80,280 — Total available for sale securities 1,112,512 — 1,112,512 — Interest rate swap agreements asset 11,083 — 11,083 — Commitments to originate mortgage loans 361 — 361 — Interest rate swap agreements liability ( 12,010 ) — ( 12,010 ) — Mortgage loan contracts ( 586 ) — ( 586 ) — 37 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) December 31, 2021 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Available for sale securities U.S. Treasury and federal agencies $ 116,979 $ — $ 116,979 $ — State and municipal 639,746 — 519,282 120,464 Federal agency collateralized mortgage obligations 61,577 — 61,577 — Federal agency mortgage–backed pools 226,074 — 226,074 — Private labeled mortgage–backed pools 31,617 — 31,617 — Corporate notes 84,819 — 79,787 5,032 Total available for sale securities 1,160,812 — 1,035,316 125,496 Interest rate swap agreements asset 14,419 — 14,419 — Commitments to originate mortgage loans 1,037 — 1,037 — Interest rate swap agreements liability ( 18,092 ) — ( 18,092 ) — Mortgage loan contracts ( 238 ) — ( 238 ) — Certain other assets are measured at fair value on a non-recurring basis in the ordinary course of business and are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment): Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) March 31, 2022 Collateral dependent loans $ 6,819 $ — $ — $ 6,819 Mortgage servicing rights 18,592 — — 18,592 December 31, 2021 Collateral dependent loans $ 15,176 $ — $ — $ 15,176 Mortgage servicing rights 15,186 — — 15,186 Collateral Dependent Loans: For loans identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Collateral dependent loans are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method. Mortgage Servicing Rights (MSRs): MSRs do not trade in an active market with readily observable prices. Accordingly, the fair value of these assets is classified as Level 3. The Company determines the fair value of MSRs using an income approach model based upon the Company’s month–end interest rate curve and prepayment assumptions. The model utilizes assumptions to estimate future net servicing income cash flows, including estimates of time decay, payoffs and changes in valuation inputs and assumptions. The Company reviews the valuation assumptions against this market data for reasonableness and adjusts the assumptions if deemed appropriate. The carrying amount of the MSRs’ fair value due to impairment increased by $ 2.6 million during the first three months of 2022 and increased by $ 235,000 during the first three months of 2021. 38 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) The following table presents qualitative information about unobservable inputs used in recurring and non–recurring Level 3 fair value measurements, other than goodwill. March 31, 2022 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) Collateral dependent loans $ 6,819 Collateral based measurement Discount to reflect current market conditions and ultimate collectibility 0.0 %- 51.4 % ( 13.1 %) Mortgage servicing rights 18,592 Discounted cash flows Discount rate, Constant prepayment rate, Probability of default 8.0 %- 8.0 % ( 8.0 %), 8.0 %- 18.2 % ( 9.8 %), 0.0 %- 2.3 %( 0.6 %) December 31, 2021 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) Collateral dependent loans $ 15,176 Collateral based measurement Discount to reflect current market conditions and ultimate collectibility 0.0 %- 54.0 %( 4.8 %) Mortgage servicing rights 15,186 Discounted cash flows Discount rate, Constant prepayment rate, Probability of default 8.0 %- 8.0 % ( 8.0 %), 8.4 %- 14.6 %( 11.6 %), 0.0 %- 2.0 %( 0.4 %) Note 12 – Fair Value of Financial Instruments The estimated fair value amounts of the Company’s financial instruments were determined using available market information, current pricing information applicable to Horizon and various valuation methodologies. Where market quotations were not available, considerable management judgment was involved in the determination of estimated fair values. Therefore, the estimated fair value of financial instruments shown below may not be representative of the amounts at which they could be exchanged in a current or future transaction. Due to the inherent uncertainties of expected cash flows of financial instruments, the use of alternate valuation assumptions and methods could have a significant effect on the estimated fair value amounts. The estimated fair values of financial instruments, as shown below, are not intended to reflect the estimated liquidation or market value of Horizon taken as a whole. The disclosed fair value estimates are limited to Horizon’s significant financial instruments at March 31, 2022 and December 31, 2021. These include financial instruments recognized as assets and liabilities on the condensed consolidated balance sheet as well as certain off–balance sheet financial instruments. The estimated fair values shown below do not include any valuation of assets and liabilities, which are not financial instruments as defined by the FASB ASC fair value hierarchy. The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Cash and Due from Banks – The carrying amounts approximate fair value. Interest-earning time deposits – The fair values of the Company’s interest–earning time deposits are estimated using discounted cash flow analyses based on current rates for similar types of interest–earning time deposits. Held–to–Maturity Securities – For debt securities held to maturity, fair values are based on quoted market prices or dealer quotes. For those securities where a quoted market price is not available, carrying amount is a reasonable estimate of fair value based upon comparison with similar securities. Loans Held for Sale – The carrying amounts approximate fair value. 39 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Net Loans – The fair value of net loans are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors. FHLB Stock – Fair value of FHLB stock is based on the price at which it may be resold to the FHLB. Interest Receivable/Payable – The carrying amounts approximate fair value. Deposits – The fair value of demand deposits, savings accounts, interest–bearing checking accounts and money market deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturity. Borrowings – Rates currently available to Horizon for debt with similar terms and remaining maturities are used to estimate fair values of existing borrowings. Subordinated Notes – The fair value of subordinated notes is based on discounted cash flows based on current borrowing rates for similar types of instruments. Junior Subordinated Debentures Issued to Capital Trusts – Rates currently available for debentures with similar terms and remaining maturities are used to estimate fair values of existing debentures. Commitments to Extend Credit and Standby Letters of Credit – The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed–rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. Due to the short–term nature of these agreements, carrying amounts approximate fair value. The following table presents estimated fair values of the Company’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall. 40 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) March 31, 2022 Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and due from banks $ 120,954 $ 120,954 $ — $ — Interest–earning time deposits 4,046 — 4,072 — Investment securities, held to maturity 2,006,129 — 1,827,845 — Loans held for sale 3,781 — — 3,781 Loans (excluding loan level hedges), net 3,659,209 — — 3,505,472 Stock in FHLB 24,242 — 24,242 — Interest receivable 27,476 — 27,476 — Mortgage servicing rights 18,592 — — 18,592 Liabilities Non–interest bearing deposits $ 1,325,570 $ 1,325,570 $ — $ — Interest bearing deposits 4,525,927 — 4,383,489 — Borrowings 728,664 — 717,843 — Subordinated notes 58,786 — 55,551 — Junior subordinated debentures issued to capital trusts 56,850 — 52,692 — Interest payable 1,420 — 1,420 — December 31, 2021 Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and due from banks $ 593,508 $ 593,508 $ — $ — Interest–earning time deposits 4,782 — 4,861 — Investment securities, held to maturity 1,552,443 — 1,513,520 46,471 Loans held for sale 12,579 — — 12,579 Loans (excluding loan level hedges), net 3,590,331 — — 3,479,958 Stock in FHLB 24,440 — 24,440 — Interest receivable 26,137 — 26,137 — Mortgage servicing rights 15,186 — — 15,186 Liabilities Non–interest bearing deposits $ 1,360,338 $ 1,360,338 $ — $ — Interest bearing deposits 4,442,653 — 4,369,011 — Borrowings 712,739 — 708,275 — Subordinated notes 58,750 — 57,906 — Junior subordinated debentures issued to capital trusts 56,785 — 53,420 — Interest payable 2,235 — 2,235 — 41 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Note 13 – Accumulated Other Comprehensive Income (Loss) March 31, 2022 December 31, 2021 Unrealized gain (loss) on securities available for sale $ ( 73,623 ) $ 7,201 Unamortized loss on securities held to maturity, previously transferred from AFS 5,219 5,770 Unrealized loss on derivative instruments ( 927 ) ( 3,673 ) Tax effect 14,559 ( 1,953 ) Total accumulated other comprehensive income (loss) $ ( 54,772 ) $ 7,345 Note 14 – Regulatory Capital Horizon and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. These capital requirements implement changes arising from the Dodd–Frank Wall Street Reform and Consumer Protection Act and the U.S. Basel Committee on Banking Supervision’s capital framework (known as “Basel III”). Failure to meet the minimum regulatory capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators, which if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective actions, the Company and Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities, and certain off–balance–sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. The Company and Bank are subject to minimum regulatory capital requirements as defined and calculated in accordance with the Basel III–based regulations. As allowed under Basel III rules, the Company made the decision to opt–out of including accumulated other comprehensive income in regulatory capital. The minimum regulatory capital requirements are set forth in the table below. In addition, to be categorized as well capitalized, the Company and Bank must maintain Total risk–based, Tier I risk–based, common equity Tier I risk–based and Tier I leverage ratios as set forth in the table below. As of March 31, 2022 and December 31, 2021, the Company and Bank met all capital adequacy requirements to be considered well capitalized. There have been no conditions or events since the end of the first quarter of 2022 that management believes have changed the Bank’s classification as well capitalized. There is no threshold for well capitalized status for bank holding companies. In October 2019, the federal banking agencies finalized a new rule that will simplify capital requirements for qualified community banks that opt into the new community bank leverage ratio framework. The new framework was available to use in March 31, 2020 Call Reports or Forms FRY-9C (as applicable) for depository institutions and depository institution holding companies that have less than $10 billion in total consolidated assets, among other qualifying criteria. Horizon did not elect the new community bank leverage ratio framework. As of March 31, 2020, the Company and Bank elected the transition option of the 2019 CECL Rule which allows banking organizations to phase in over a three–year period the day–one adverse effects of CECL on their regulatory capital ratios. 42 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) (Table Dollar Amounts in Thousands, Except Per Share Data) Horizon and the Bank’s actual and required capital ratios as of March 31, 2022 and December 31, 2021 were as follows: Actual Required for Capital Adequacy Purposes (1) Required For Capital Adequacy Purposes with Capital Buffer (1) Well Capitalized Under Prompt Corrective Action Provisions (1) Amount Ratio Amount Ratio Amount Ratio Amount Ratio March 31, 2022 Total capital (to risk–weighted assets) (1) Consolidated $ 733,695 15.21 % $ 382,005 8.00 % $ 501,382 10.50 % N/A N/A Bank 679,970 14.25 % 381,711 8.00 % 500,996 10.50 % $ 477,139 10.00 % Tier 1 capital (to risk–weighted assets) (1) Consolidated 679,232 14.08 % 286,504 6.00 % 405,880 8.50 % N/A N/A Bank 631,371 13.23 % 286,284 6.00 % 405,568 8.50 % 381,711 8.00 % Common equity tier 1 capital (to risk–weighted assets) (1) Consolidated 541,696 11.64 % 214,878 4.50 % 324,254 7.00 % N/A N/A Bank 631,371 13.23 % 214,713 4.50 % 333,998 7.00 % 310,141 6.50 % Tier 1 capital (to average assets) (1) Consolidated 679,232 9.70 % 284,361 4.00 % 284,361 4.00 % N/A N/A Bank 631,371 8.83 % 286,014 4.00 % 286,014 4.00 % 357,517 5.00 % December 31, 2021 Total capital (to risk–weighted assets) (1) Consolidated $ 708,198 15.71 % $ 360,737 8.00 % $ 473,468 10.50 % N/A N/A Bank 664,061 14.72 % 361,015 8.00 % 473,832 10.50 % $ 451,269 10.00 % Tier 1 capital (to risk–weighted assets) (1) Consolidated 661,729 14.68 % 270,553 6.00 % 383,284 8.50 % N/A N/A Bank 617,592 13.69 % 270,761 6.00 % 383,578 8.50 % 361,015 8.00 % Common equity tier 1 capital (to risk–weighted assets) (1) Consolidated 541,920 12.02 % 202,915 4.50 % 315,645 7.00 % N/A N/A Bank 617,592 13.69 % 203,071 4.50 % 315,888 7.00 % 293,325 6.50 % Tier 1 capital (to average assets) (1) Consolidated 661,729 9.05 % 292,335 4.00 % 292,335 4.00 % N/A N/A Bank 617,592 8.50 % 290,646 4.00 % 290,646 4.00 % 363,307 5.00 % (1) As defined by regulatory agencies Note 15 – General Litigation The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operation and cash flows of the Company. 43 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward–Looking Statements This report contains certain forward–looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Horizon Bancorp, Inc. (“Horizon” or the “Company”) and Horizon Bank (the “Bank”). Horizon intends such forward–looking statements to be covered by the safe harbor provisions for forward–looking statements contained in the Private Securities Reform Act of 1995, and is including this statement for the purposes of these safe harbor provisions. Statements in this report should be considered in conjunction with the other information available about Horizon, including the information in the other filings we make with the Securities and Exchange Commission. The forward–looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “expect,” “estimate,” “project,” “intend,” “plan,” “believe,” “could,” “will” and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in such forward–looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Actual results may differ materially, adversely or positively, from the expectations of the Company that are expressed or implied by any forward–looking statement. Risks, uncertainties, and factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward–looking statement include but are not limited to: • COVID–19 related impact on Horizon and its customers, employees and vendors, which may depend on several factors, including the scope and continued duration of the pandemic, its influence on the financial markets, long–term and post–pandemic changes in the banking preferences and behaviors of customers, supply chain risks to the bank and its customers and actions taken by governmental authorities and other third parties in response to the pandemic; • economic conditions and their impact on Horizon and its customers, including local and global economic recovery from the pandemic; • changes to government regulations, including the CARES Act, on the accounting for modified loans; • changes in the level and volatility of interest rates, spreads on earning assets and interest bearing liabilities, and interest rate sensitivity; • the increasing use of Bitcoin and other crypto currencies and/or stable coin and the possible impact these alternative currencies may have on deposit disintermediation and income derived from payment systems; • the effect of low interest rates on net interest rate margin and their impact on mortgage loan volumes and the outflow of deposits; • loss of key Horizon personnel; • increases in disintermediation, as new technologies allow consumers to complete financial transactions without the assistance of banks, which may have been accelerated by the pandemic; • potential loss of fee income, including interchange fees, as new and emerging alternative payment platforms (e.g., Apple Pay or Bitcoin) take a greater market share of the payment systems; • estimates of fair value of certain of Horizon’s assets and liabilities; • volatility and disruption in financial markets; • prepayment speeds, loan originations, credit losses and market values, collateral securing loans and other assets; • sources of liquidity; • potential risk of environmental liability related to lending and acquisition activities; • changes in the competitive environment in Horizon’s market areas and among other financial service providers; • legislation and/or regulation affecting the financial services industry as a whole, and Horizon and its subsidiaries in particular; 44 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 • changes in regulatory supervision and oversight, including monetary policy and capital requirements; • changes in accounting policies or procedures as may be adopted and required by regulatory agencies; • litigation, regulatory enforcement, tax, and legal compliance risk and costs, as applicable generally and specifically to the financial and fiduciary (generally and as an ESOP fiduciary) environment, especially if materially different from the amount we expect to incur or have accrued for, and any disruptions caused by the same; • the effects and costs of governmental investigations or related actions by third parties; • rapid technological developments and changes; • the risks presented by cyber terrorism and data security breaches; • the rising costs of effective cybersecurity; • containing costs and expenses; • the ability of the U.S. federal government to manage federal debt limits; • the potential influence on the U.S. financial markets and economy from the effects of climate change and social justice initiatives; • the potential influence on the U.S. financial markets and economy from material changes outside the U.S. or in overseas relations, including changes in the U.S. trade relations related to imposition of tariffs, Brexit and the phase out of the London Interbank Offered Rate (“LIBOR”) according to regulatory guidance; • the risks of expansion through mergers and acquisitions, including unexpected credit quality problems with acquired loans, difficulty integrating acquired operations and material differences in the actual financial results of such transactions compared with Horizon’s initial expectations, including the full realization of anticipated cost savings; and • acts of terrorism, war and global conflicts, such as the Russia and Ukraine conflict, and the potential impact they may have on supply chains, the availability of commodities, commodity prices, inflationary pressure and the overall U.S. and global financial markets. The foregoing list of important factors is not exclusive, and you are cautioned not to place undue reliance on these forward–looking statements, which speak only as of the date of this document or, in the case of documents incorporated by reference, the dates of those documents. We do not undertake to update any forward–looking statements, whether written or oral, that may be made from time to time by us or on our behalf. For a detailed discussion of the risks and uncertainties that may cause our actual results or performance to differ materially from the results or performance expressed or implied by forward–looking statements, see “Risk Factors” in Item 1A of Part I of our 2021 Annual Report on Form 10–K and in the subsequent reports we file with the SEC. Overview Horizon Bancorp, Inc. (“Horizon” or the “Company”) is a registered bank holding company incorporated in Indiana and headquartered in Michigan City, Indiana. Horizon provides a broad range of banking services in northern and central Indiana and southern and central Michigan through its bank subsidiary, Horizon Bank (“Horizon Bank” or the “Bank”), and other affiliated entities and Horizon Risk Management, Inc. Horizon operates as a single segment, which is commercial banking. Horizon’s common stock is traded on the NASDAQ Global Select Market under the symbol HBNC. Horizon Bank (formerly known as “Horizon Bank, N.A.”) was founded in 1873 as a national association, and it remained a national association until its conversion to an Indiana commercial bank effective June 23, 2017. The Bank is a full–service commercial bank offering commercial and retail banking services, corporate and individual trust and agency services, and other services incident to banking. Horizon Risk Management, Inc. is a captive insurance company incorporated in Nevada and was formed as a wholly–owned subsidiary of Horizon. 45 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Over the last 20 years, Horizon has expanded its geographic reach and experienced financial growth through a combination of both organic expansion and mergers and acquisitions. Horizon's initial operations focused on northwest Indiana, but since then, the Company has developed a presence in new markets in southern and central Michigan and northeastern and central Indiana. First Quarter 2022 Highlights • Net income grew to a record $23.6 million, up 10.0% from the linked quarter and 15.4% from the prior year period. Diluted earnings per share (“EPS”) of $0.54 was up from $0.49 for the fourth quarter of 2021 and $0.46 for the first quarter of 2021. • Pre–tax, pre–provision net income grew to $25.7 million, up 9.7% from the linked quarter and 6.1% from the prior year period. This non–GAAP financial measure is utilized by banks to provide a greater understanding of pre–tax profitability before giving effect to credit loss expense. (See the “Non–GAAP Reconciliation of Pre–Tax, Pre–Provision Net Income” table below.) Horizon recorded a provision release of $1.4 million in the quarter and $2.1 million in the linked quarter, as well as provision expense of $367,000 in the prior year period. • Reported net interest margin (“NIM”) was 2.99% and adjusted NIM was 2.93%, with reported NIM increasing by two basis points and adjusted NIM increasing by seven basis points from the fourth quarter of 2021. (See the “Non-GAAP Reconciliation of Net Interest Margin” table below for the definition of this non–GAAP calculation of adjusted NIM.) • The Company was asset sensitive as of March 31, 2022 but less than the previous quarter as additional cash was deployed to higher yielding assets. Due to the deployment of cash the base case estimate increased over $10.0 million from last quarter and reduced estimates for parallel rate shocks to the balance sheet, at a 100 basis point shock and 200 basis point shock, to net interest income increases of approximately $2.5 million and $3.8 million, respectively. • The steepening of the yield curve during the first quarter resulted in unrealized losses on available for sale investments of $73.6 million compared to unrealized gains of $7.2 million at December 31, 2021. The impact to the tangible capital ratio was a decrease of 67 basis points from 7.61% at December 31, 2021 to 6.94% at March 31, 2022, an 8.8% decrease. • The Bank's capital is still robust with leverage and risk based capital ratios of 9.7% and 15.21%, respectively. • Total loans, excluding Federal Paycheck Protection Program (“PPP”) loans and sold commercial participation loans, grew by 2.3%, or 9.5% annualized, during the first quarter to $3.66 billion at period end from $3.57 billion on December 31, 2021. • Commercial loans, excluding PPP loans and sold commercial participation loans, grew by 3.3%, or 13.5% annualized, during the first quarter to a record $2.20 billion from $2.13 billion on December 31, 2021. • Consumer loans grew by 3.7%, or 14.9% annualized, during the first quarter to a record $753.9 million at period end. • The decline in residential mortgage loans slowed during the first quarter with a 0.2% reduction to $593.4 million at period end, as refinancing activity decreased and we experienced movement to adjustable rate products which are held on the balance sheet. Gain on sale of mortgage loans and mortgage warehouse income only constituted 4.7% of total revenue in the first quarter of 2022. • Non–interest expense was $36.6 million in the quarter, or 2.03% of average assets on an annualized basis, compared to $39.4 million, or 2.09%, in the fourth quarter of 2021 and $32.2 million, or 2.20%, in the first quarter of 2021. As previously disclosed, acquisition–related and non–recurring Department of Labor (“DOL”) Employee Stock Ownership Plan (“ESOP“) settlement expenses totaled $2.8 million in the fourth quarter of 2021. 46 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 • The efficiency ratio for the period was 58.74% compared to 62.69% for the fourth quarter of 2021 and 57.03% for the first quarter of 2021. The adjusted efficiency ratio was 58.74% compared to 58.25% for the fourth quarter of 2021 and 57.97% for the first quarter of 2021. (See the “Non-GAAP Calculation and Reconciliation of Efficiency Ratio and Adjusted Efficiency Ratio” table below.) • As part of the Company’s annual branch performance review of the Bank's retail network, Horizon’s Board of Directors approved the permanent closure of seven branch locations in the second half of 2022. We expect to incur a one–time charge of approximately $432,000 with an earn–back period of approximately six months. • Horizon’s in–market consumer and commercial deposit relationships, including those on–boarded as part of its branch acquisition near the end of the third quarter of 2021, combined with strategic pricing moves to manage deposit growth and runoff of higher–priced time deposits, contributed to continued improvement in the cost of interest bearing liabilities, which declined to 0.30% in the quarter, compared to 0.31% in the fourth quarter of 2021 and 0.50% in the first quarter of 2021. • Asset quality remains favorable as evidenced by non–performing loans at 0.54% of total loans at period end and net charge–offs to average loans represented 0.00% for the first quarter of 2022. Financial Summary For the Three Months Ended March 31, December 31, March 31, Net Interest Income and Net Interest Margin 2022 2021 2021 Net interest income $ 48,171 $ 49,976 $ 42,538 Net interest margin 2.99 % 2.97 % 3.29 % Adjusted net interest margin 2.93 % 2.86 % 3.17 % For the Three Months Ended March 31, December 31, March 31, Asset Yields and Funding Costs 2022 2021 2021 Interest earning assets 3.22 % 3.20 % 3.66 % Interest bearing liabilities 0.30 % 0.31 % 0.50 % For the Three Months Ended Non–interest Income and Mortgage Banking Income March 31, December 31, March 31, 2022 2021 2021 Total non–interest income $ 14,155 $ 12,828 $ 13,873 Gain on sale of mortgage loans 2,027 4,167 5,296 Mortgage servicing income net of impairment or recovery 3,489 300 213 For the Three Months Ended March 31, December 31, March 31, Non–interest Expense 2022 2021 2021 Total non–interest expense $ 36,610 $ 39,370 $ 32,172 Annualized non–interest expense to average assets 2.03 % 2.09 % 2.20 % 47 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 At or for the Three Months Ended Credit Quality March 31, December 31, March 31, 2022 2021 2021 Allowance for credit losses to total loans 1.41 % 1.51 % 1.56 % Non–performing loans to total loans 0.54 % 0.53 % 0.68 % Percent of net charge–offs to average loans outstanding for the period 0.00 % 0.04 % 0.01 % Allowance for December 31, Net Reserve March 31, Credit Losses 2021 1Q21 2022 Commercial $ 40,775 $ (2,986) $ 37,789 Retail Mortgage 3,856 495 4,351 Warehouse 1,059 (4) 1,055 Consumer 8,596 717 9,313 Allowance for Credit Losses (“ACL”) $ 54,286 $ (1,778) $ 52,508 ACL/Total Loans 1.51 % 1.41 % Critical Accounting Policies The notes to the consolidated financial statements included in Item 8 of the Company’s Annual Report on Form 10–K for 2021 contain a summary of the Company’s significant accounting policies. Certain of these policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management has identified as critical accounting policies the allowance for credit losses, goodwill and intangible assets, mortgage servicing rights, hedge accounting and valuation measurements. Allowance for Credit Losses The allowance for credit losses represents management’s best estimate of current expected credit losses over the life of the portfolio of loan and leases. Estimating credit losses requires judgment in determining loan specific attributes impacting the borrower’s ability to repay contractual obligations. Other factors such as economic forecasts used to determine a reasonable and supportable forecast, prepayment assumptions, the value of underlying collateral, and changes in size composition and risks within the portfolio are also considered. The allowance for credit losses is assessed at each balance sheet date and adjustments are recorded in the provision for credit losses. The allowance is estimated based on loan level characteristics using historical loss rates, a reasonable and supportable economic forecast. Loan losses are estimated using the fair value of collateral for collateral–dependent loans, or when the borrower is experiencing financial difficulty such that repayment of the loan is expected to be made through the operation or sale of the collateral. Loan balances considered uncollectible are charged–off against the ACL. Recoveries of amounts previously charged–off are credited to the ACL. Assets purchased with credit deterioration (“PCD”) assets represent assets that are acquired with evidence of more than insignificant credit quality deterioration since origination at the acquisition date. At acquisition, the allowance for credit losses on PCD assets is booked directly the ACL. Any subsequent changes in the ACL on PCD assets is recorded through the provision for credit losses. Management believes that the ACL is adequate to absorb the expected life of loan credit losses on the portfolio of loans and leases as of the balance sheet date. Actual losses incurred may differ materially from our estimates. Particularly, the impact of COVID–19 on both borrower credit and the greater macroeconomic environment is uncertain and changes in the duration, spread and severity of the virus will affect our loss experience. Goodwill and Intangible Assets Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies. FASB ASC 350–10 establishes standards for the amortization of acquired intangible assets and impairment assessment of goodwill. At March 31, 2022, Horizon had core deposit intangibles of $20.0 million subject to amortization and $154.6 million of goodwill, which is not subject to amortization. Goodwill arising from 48 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. Horizon’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of Horizon to provide quality, cost effective banking services in a competitive marketplace. The goodwill value is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost effective services over sustained periods can lead to impairment of goodwill that could adversely affect earnings in future periods. FASB ASC 350–10 requires an annual evaluation of goodwill for impairment. At each reporting date between annual goodwill impairment tests, Horizon considers potential indicators of impairment. Given the current economic uncertainty and volatility surrounding COVID–19, Horizon assessed whether the events and circumstances resulted in it being more likely than not that the fair value of any reporting unit was less than its carrying value. Impairment indicators considered comprised the condition of the economy and banking industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting unit; performance of the Company's stock and other relevant events. Horizon further considered the amount by which fair value exceeded book value in the most recent quantitative analysis and stress testing performed. At the conclusion of the most recent qualitative assessment, the Company determined that as of March 31, 2022, it was more likely than not that the fair value exceeded its carrying values. Horizon will continue to monitor developments regarding the COVID–19 pandemic and measures implemented in response to the pandemic, market capitalization, overall economic conditions and any other triggering events or circumstances that may indicate an impairment of goodwill in the future. Mortgage Servicing Rights Servicing assets are recognized as separate assets when rights are acquired through purchase or through the sale of financial assets on a servicing–retained basis. Capitalized servicing rights are amortized into non–interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated regularly for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying servicing rights by predominant characteristics, such as interest rates, original loan terms and whether the loans are fixed or adjustable rate mortgages. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market–based assumptions. When the book value of an individual stratum exceeds its fair value, an impairment reserve is recognized so that each individual stratum is carried at the lower of its amortized book value or fair value. In periods of falling market interest rates, accelerated loan prepayment can adversely affect the fair value of these mortgage–servicing rights relative to their book value. In the event that the fair value of these assets was to increase in the future, Horizon can recognize the increased fair value to the extent of the impairment allowance but cannot recognize an asset in excess of its amortized book value. Future changes in management’s assessment of the impairment of these servicing assets, as a result of changes in observable market data relating to market interest rates, loan prepayment speeds, and other factors, could impact Horizon’s financial condition and results of operations either positively or negatively. Generally, when market interest rates decline and other factors favorable to prepayments occur, there is a corresponding increase in prepayments as customers refinance existing mortgages under more favorable interest rate terms. When a mortgage loan is prepaid, the anticipated cash flows associated with servicing that loan are terminated, resulting in a reduction of the fair value of the capitalized mortgage servicing rights. To the extent that actual borrower prepayments do not react as anticipated by the prepayment model (i.e., the historical data observed in the model does not correspond to actual market activity), it is possible that the prepayment model could fail to accurately predict mortgage prepayments and could result in significant earnings volatility. To estimate prepayment speeds, Horizon utilizes a third-party prepayment model, which is based upon statistically derived data linked to certain key principal indicators involving historical borrower prepayment activity associated with mortgage loans in the secondary market, current market interest rates and other factors, including Horizon’s own historical prepayment experience. For purposes of model valuation, estimates are made for each product type within the mortgage servicing rights portfolio on a monthly basis. In addition, on a quarterly basis Horizon engages a third party to independently test the value of its servicing asset. Derivative Instruments As part of the Company’s asset/liability management program, Horizon utilizes, from time–to–time, interest rate floors, caps or swaps to reduce the Company’s sensitivity to interest rate fluctuations. These are derivative instruments, which are recorded as assets or liabilities in the consolidated balance sheets at fair value. Changes in the fair values of derivatives are reported in the consolidated income statements or other comprehensive income (“OCI”) depending on the use of the derivative and whether the instrument qualifies for hedge accounting. The key criterion for the hedge accounting is that the 49 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 hedged relationship must be highly effective in achieving offsetting changes in those cash flows that are attributable to the hedged risk, both at inception of the hedge and on an ongoing basis. Horizon’s accounting policies related to derivatives reflect the guidance in FASB ASC 815–10. Derivatives that qualify for the hedge accounting treatment are designated as either: a hedge of the fair value of the recognized asset or liability or of an unrecognized firm commitment (a fair value hedge) or a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (a cash flow hedge). For fair value hedges, the cumulative change in fair value of both the hedge instruments and the underlying loans is recorded in non–interest income. For cash flow hedges, changes in the fair values of the derivative instruments are reported in OCI to the extent the hedge is effective. The gains and losses on derivative instruments that are reported in OCI are reflected in the consolidated income statement in the periods in which the results of operations are impacted by the variability of the cash flows of the hedged item. Generally, net interest income is increased or decreased by amounts receivable or payable with respect to the derivatives, which qualify for hedge accounting. At inception of the hedge, Horizon establishes the method it uses for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. The ineffective portion of the hedge, if any, is recognized currently in the consolidated statements of income. Horizon excludes the time value expiration of the hedge when measuring ineffectiveness. Valuation Measurements Valuation methodologies often involve a significant degree of judgment, particularly when there are no observable active markets for the items being valued. Investment securities, residential mortgage loans held for sale and derivatives are carried at fair value, as defined in FASB ASC 820, which requires key judgments affecting how fair value for such assets and liabilities is determined. In addition, the outcomes of valuations have a direct bearing on the carrying amounts of goodwill, mortgage servicing rights, and pension and other post–retirement benefit obligations. To determine the values of these assets and liabilities, as well as the extent, to which related assets may be impaired, management makes assumptions and estimates related to discount rates, asset returns, prepayment speeds and other factors. The use of different discount rates or other valuation assumptions could produce significantly different results, which could affect Horizon’s results of operations. Financial Condition On March 31, 2022, Horizon’s total assets were $7.4 billion, an increase of approximately $8.4 million compared to December 31, 2021. The increase in total assets was primarily in investments held to maturity of $453.7 million and net loans of $68.9 million. These increases were offset by decreases in cash and due from banks of $472.6 million and investments available for sale of $48.3 million. 50 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Investment securities were comprised of the following as of (dollars in thousands): March 31, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value Available for sale U.S. Treasury and federal agencies $ 293,914 $ 282,520 $ 118,595 $ 116,979 State and municipal 510,936 469,052 632,652 639,746 Federal agency collateralized mortgage obligations 50,201 49,592 60,600 61,577 Federal agency mortgage–backed pools 216,411 202,435 225,329 226,074 Private labeled mortgage–backed pools 30,239 28,633 31,856 31,617 Corporate notes 84,434 80,280 84,579 84,819 Total available for sale investment securities $ 1,186,135 $ 1,112,512 $ 1,153,611 $ 1,160,812 Held to maturity U.S. Treasury and federal agencies $ 292,459 $ 272,497 $ 195,429 $ 194,226 State and municipal 1,091,037 980,443 862,461 878,917 Federal agency collateralized mortgage obligations 56,841 52,605 48,482 47,465 Federal agency mortgage–backed pools 302,407 279,050 188,426 185,965 Private labeled mortgage–backed pools 98,719 90,760 99,958 98,176 Corporate notes 164,666 152,490 157,687 155,242 Total held to maturity investment securities $ 2,006,129 $ 1,827,845 $ 1,552,443 $ 1,559,991 Investment securities available for sale decreased $48.3 million since December 31, 2021 to $1.1 billion as of March 31, 2022 and investment securities held to maturity increased $453.7 million since December 31, 2021 to $2.0 billion as of March 31, 2022. This increase in investments held to maturity was due to additional purchases to increase earning assets as the result of organic deposit growth. Net loans increased $68.9 million since December 31, 2021 to $3.7 billion as of March 31, 2022. Commercial loans, excluding PPP loans and sold commercial participation loans, increased $70.9 million and consumer loans increased $26.6 million since December 31, 2021. These increases were offset by decreases in PPP loans of $19.1 million, loans held for sale of $8.8 million, sold commercial participation loans of $6.4 million, mortgage warehouse loans of $3.9 million and residential mortgage loans of $1.0 million since December 31, 2021. Total deposits increased $48.5 million since December 31, 2021 to $5.9 billion as of March 31, 2022, from organic growth. Total borrowings increased from $712.7 million as of December 31, 2021 to $728.7 million as of March 31, 2022. At March 31, 2022, the Company had $428.1 million in short-term funds borrowed compared to $180.8 million at December 31, 2021. Stockholders’ equity totaled $677.5 million at March 31, 2022 compared to $723.2 million at December 31, 2021. The decrease in stockholders’ equity during the period was primarily due to a decrease in accumulated other comprehensive income of $62.1 million as unrealized losses on available for sale securities totaled $73.6 million and the amount of dividends paid during the quarter, offset by the generation of net income. Book value per common share at March 31, 2022 decreased to $15.55 compared to $16.61 at December 31, 2021. 51 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Results of Operations Overview Consolidated net income for the three–month period ended March 31, 2022 was $23.6 million, or $0.54 diluted earnings per share, compared to $20.4 million, or $0.46 diluted earnings per share for the same period in 2021. The increase in net income for the three–month period ended March 31, 2022 when compared to the same prior year period reflects an increase in net interest income of $5.6 million, a decrease in credit loss expense of $1.8 million, an increase in non–interest income of $282,000 and a decrease in income tax expense of $89,000, offset by an increase in non–interest expense of $4.4 million. Net Interest Income The largest component of net income is net interest income. Net interest income is the difference between interest income, principally from loans and investment securities, less interest expense, principally on deposits and borrowings. Changes in the net interest income are the result of changes in volume and the net interest spread, which affects the net interest margin. Volume refers to the average dollar levels of interest earning assets and interest bearing liabilities. Net interest spread refers to the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities. Net interest margin refers to net interest income divided by average interest earning assets and is influenced by the level and relative mix of interest earning assets and interest bearing liabilities. Net interest income during the three months ended March 31, 2022 was $48.2 million, an increase of $5.6 million from the $42.5 million earned during the same period in 2021. Yields on the Company’s interest earning assets decreased by 44 basis points to 3.22% for the three months ended March 31, 2022 from 3.66% for the three months ended March 31, 2021. Interest income increased $4.5 million from $47.6 million for the three months ended March 31, 2021 to $52.1 million for the same period in 2022. The increase in interest income was due to an increase in average balances of interest earning assets of $1.36 billion during the three months ended March 31, 2022. Interest income from acquisition–related purchase accounting adjustments was $916,000 for the three months ending March 31, 2022 compared to $1.6 million for the same period of 2021. Rates paid on interest bearing liabilities decreased by 20 basis points for the three–month period ended March 31, 2022 compared to the same period in 2021. Interest expense decreased $1.1 million when compared to the three–month period ended March 31, 2021 to $3.9 million for the same period in 2022. This decrease was due to lower rates paid on deposits and borrowings. The cost of average interest bearing deposits decreased 13 basis points while the cost of average borrowings decreased 53 basis points. Average balances of interest bearing deposits increased $954.5 million and average balances of borrowings increased $138.3 million for the three-month period ended March 31, 2022 when compared to the same period in 2021. The net interest margin decreased 30 basis points from 3.29% for the three–month period ended March 31, 2021 to 2.99% for the same period in 2022. The decrease in the margin for the three–month period ended March 31, 2022 compared to the same period in 2021 was due to a decrease in the yield on interest earning assets, offset by a decrease in the cost of interest bearing liabilities. Excluding the interest income recognized from the acquisition–related purchase accounting adjustments (“adjusted net interest margin”), the margin would have been 2.93% for the three-month period ending March 31, 2022 compared to 3.17% for the same period in 2021. The net interest margin was impacted due to PPP lending and the high level of cash held during the first quarter of 2022. Horizon estimates that the PPP loans increased the net interest margin by 2 basis points for the first quarter of 2022. This assumes these PPP loans were not included in average interest earning assets or interest income and were primarily funded by the growth in non–interest bearing deposits. In addition, Horizon estimates that the high level of cash held on the balance sheet compressed the net interest margin by 11 basis points for the first quarter of 2021. This assumes that the high level of cash was not included in average interest earning assets or interest income and was excluded from non–interest bearing deposits. 52 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 The following are the average balance sheets for the three months ending (dollars in thousands): Average Balance Sheets (Dollar Amount in Thousands, Unaudited) Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Average Balance Interest Average Rate Average Balance Interest Average Rate Assets Interest earning assets Federal funds sold $ 237,605 $ 91 0.16 % $ 267,241 $ 66 0.10 % Interest earning deposits 20,673 24 0.47 % 25,527 31 0.49 % Investment securities – taxable 1,646,525 7,391 1.82 % 410,063 1,451 1.44 % Investment securities – non–taxable (1) 1,279,082 6,697 2.69 % 956,464 5,223 2.80 % Loans receivable (2) (3) 3,616,664 37,879 4.26 % 3,780,339 40,818 4.39 % Total interest earning assets 6,800,549 52,082 3.22 % 5,439,634 47,589 3.66 % Non–interest earning assets Cash and due from banks 104,676 85,269 Allowance for credit losses (54,307) (57,779) Other assets 468,757 469,025 Total average assets $ 7,319,675 $ 5,936,149 Liabilities and Stockholders’ Equity Interest bearing liabilities Interest bearing deposits $ 4,478,621 $ 1,496 0.14 % $ 3,524,103 $ 2,343 0.27 % Borrowings 503,846 1,043 0.84 % 365,586 1,231 1.37 % Repurchase agreements 139,742 37 0.11 % 111,692 38 0.14 % Subordinated notes 58,763 880 6.07 % 58,616 880 6.09 % Junior subordinated debentures issued to capital trusts 56,807 455 3.25 % 56,571 559 4.01 % Total interest bearing liabilities 5,237,779 3,911 0.30 % 4,116,568 5,051 0.50 % Non–interest bearing liabilities Demand deposits 1,322,781 1,063,268 Accrued interest payable and other liabilities 42,774 58,912 Stockholders’ equity 716,341 697,401 Total average liabilities and stockholders’ equity $ 7,319,675 $ 5,936,149 Net interest income/spread $ 48,171 2.92 % $ 42,538 3.16 % Net interest income as a percent of average interest earning assets (1) 2.99 % 3.29 % (1) Securities balances represent daily average balances for the fair value of securities. The average rate is calculated based on the daily average balance for the amortized cost of securities. The average rate is presented on a tax equivalent basis. (2) Includes fees on loans. The inclusion of loan fees does not have a material effect on the average interest rate. (3) Non–accruing loans for the purpose of the computation above are included in the daily average loan amounts outstanding. Loan totals are shown net of unearned income and deferred loan fees. The average rate is presented on a tax equivalent basis. 53 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Credit Loss Expense Horizon assesses the adequacy of its Allowance for Credit Losses (“ACL”) by regularly reviewing the performance of its loan portfolio. During the three–month period ended March 31, 2022, a credit loss expense totaled a recovery of $1.4 million compared to a credit loss expense of $367,000 for the same period of 2021. During the three–month period ended March 31, 2022, commercial loan net charge–offs were $38,000, residential mortgage loan net recoveries were $10,000 and consumer loan net charge–offs were $108,000. The ACL balance at March 31, 2022 was $52.5 million, or 1.41% of total loans compared to an ACL balance of $54.3 million at December 31, 2021 or 1.51% of total loans. The decrease in the ACL to total loans ratio was primarily due to favorable asset quality with non–performing loans at 0.54% of total loans at period end and net charge–offs to average loans represented 0.00% for the first quarter of 2022. As of March 31, 2022, non–performing loans totaled $20.1 million, reflecting a $1.1 million increase from $19.0 million in non–performing loans as of December 31, 2021. Non–performing commercial loans increased by $335,000, non–performing real estate loans increased by $579,000 and non–performing consumer loans increased by $180,000 at March 31, 2022 compared to December 31, 2021. The Bank has elected (i) to suspend the requirements under GAAP for loan modifications related to the COVID–19 pandemic that would otherwise be categorized as a TDR; and (ii) to suspend any determination of a loan modified as a result of the effects of COVID–19 pandemic as being a TDR, including impairment for accounting purposes. At March 31, 2022, the Bank modified loans totaling $1.2 million which qualify for treatment under the CARES Act. The following is a summary of loan modifications related to the COVID–19 pandemic by type of loan. Type of Loan # Net Balance % of Total Modifications % of Portfolio Commercial 3 $0.8 66.7 % 0.0 % Mortgage (Retained Only) 3 $0.3 25.0 % 0.0 % Indirect Auto 6 $0.1 8.3 % 0.0 % Consumer Direct 0 $0.0 0.0 % 0.0 % Consumer Revolving 0 $0.0 0.0 % 0.0 % Total 12 $1.2 100.0 % 0.0 % Mortgage (Serviced Only) 7 Other Real Estate Owned (“OREO”) and repossessed assets totaled $2.4 million at March 31, 2022 compared to $3.6 million at December 31, 2021. The decrease was primarily due to the sale of five properties during the first quarter of 2022. 54 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Non–interest Income The following is a summary of changes in non–interest income for the three months ending March 31, 2022 and 2021 (table dollar amounts in thousands): Three Months Ended March 31, Amount Percent 2022 2021 Change Change Non–interest Income Service charges on deposit accounts $ 2,795 $ 2,234 $ 561 25.1 % Wire transfer fees 159 255 (96) (37.6) % Interchange fees 2,780 2,340 440 18.8 % Fiduciary activities 1,503 1,743 (240) (13.8) % Gain on sale of investment securities — 914 (914) (100.0) % Gain on sale of mortgage loans 2,027 5,296 (3,269) (61.7) % Mortgage servicing net of impairment 3,489 213 3,276 1,538.0 % Increase in cash surrender value of bank owned life insurance 510 511 (1) (0.2) % Other income 892 367 525 143.1 % Total non–interest income $ 14,155 $ 13,873 $ 282 2.0 % Total non–interest income was $282,000 higher during the first quarter of 2022 compared to the same period of 2021. Residential mortgage loan activity during the first quarter of 2022 generated $2.0 million of income from the gain on sale of mortgage loans, down from $5.3 million for the same period in 2021 due to a lower volume of loans sold and a decrease in the percentage gain on loans sold. Mortgage servicing income, net of impairment or recovery, increased $3.3 million during the first quarter of 2022 compared to the same period of 2021 due to an impairment recovery of $2.6 million recorded during the first quarter of 2022 as mortgage pre–payment speeds have slowed. Service charges on deposit accounts and interchange fees increased $561,000 and $440,000, respectively, when comparing the first quarter of 2022 to the same period of 2021 primarily due to the deposits acquired with the branch acquisition completed during the third quarter of 2021. Gain on sale of investment securities decreased $914,000 when comparing the first quarter of 2022 to the same period of 2021. 55 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Non–interest Expense The following is a summary of changes in non–interest expense for the three months ending March 31, 2022 and 2021 (table dollar amounts in thousands): Three Months Ended March 31, 2022 March 31, 2021 Amount Change Percent Change Non–interest Expense Salaries and employee benefits $ 19,735 $ 16,871 $ 2,864 17.0 % Net occupancy expenses 3,561 3,318 243 7.3 % Data processing 2,537 2,376 161 6.8 % Professional fees 314 544 (230) (42.3) % Outside services and consultants 2,525 1,702 823 48.4 % Loan expense 2,545 2,822 (277) (9.8) % FDIC deposit insurance 725 800 (75) (9.4) % Other losses 168 283 (115) (40.6) % Other expenses 4,500 3,456 1,044 30.2 % Total non–interest expense $ 36,610 $ 32,172 $ 4,438 13.8 % Annualized Non–interest Exp. to Avg. Assets 2.03 % 2.20 % Total non–interest expense was $4.4 million higher for the first quarter of 2022 when compared to the first quarter of 2021. The increases in expenses was primarily due to an increase in salaries and employee benefits of $2.9 million, an increase in other expense of $1.0 million, an increase in outside services and consultants of $823,000 and an increase in net occupancy expenses of $243,000 primarily due to the 14 branches acquired in September 2021, wage increases, higher health care costs and continued investments in technology. These increases were partially offset by decreases of $277,000 in loan expense and $230,000 in professional fees. Annualized non–interest expense as a percent of average assets was 2.03% and 2.20% for the three months ended March 31, 2022 and 2021, respectively. Income Taxes Income tax expense totaled $3.5 million for the first quarter of 2022, a decrease of $89,000 when compared to the first quarter of 2021. Liquidity The Bank maintains a stable base of core deposits provided by long–standing relationships with individuals and local businesses. These deposits are the principal source of liquidity for Horizon. Other sources of liquidity for Horizon include earnings, loan repayment, investment security sales and maturities, proceeds from the sale of residential mortgage loans, unpledged investment securities and borrowing relationships with correspondent banks, including the FHLB. At March 31, 2022, in addition to liquidity available from the normal operating, funding, and investing activities of Horizon, the Bank had approximately $575.3 million in unused credit lines with various money center banks, including the FHLB and the FRB Discount Window compared to $672.7 million at December 31, 2021. The Bank had approximately $2.3 billion of unpledged investment securities at March 31, 2022 compared to $2.0 billion at December 31, 2021. 56 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Capital Resources The capital resources of Horizon and the Bank exceeded regulatory capital ratios for “well capitalized” banks at March 31, 2022. Stockholders’ equity totaled $677.5 million as of March 31, 2022, compared to $723.2 million as of December 31, 2021. For the three months ended March 31, 2022, the ratio of average stockholders’ equity to average assets was 9.79% compared to 10.93% for the twelve months ended December 31, 2021. The decrease in stockholders’ equity during the period was due to an decrease in accumulated other comprehensive income of $62.1 million and the amount of dividends paid, offset by net income recorded during the period. Horizon declared common stock dividends in the amount of $0.15 per share during the first three months of 2022 and $0.13 per share for the same period of 2021. The dividend payout ratio (dividends as a percent of basic earnings per share) was 27.8% and 26.1% for the first three months of 2022 and 2021, respectively. For additional information regarding dividends, see Horizon’s Annual Report on Form 10-K for 2021. Use of Non–GAAP Financial Measures Certain information set forth in this quarterly report on Form 10–Q refers to financial measures determined by methods other than in accordance with GAAP. Specifically, we have included non–GAAP financial measures relating to net income, diluted earnings per share, net interest margin, tangible stockholders’ equity, tangible book value per share, efficiency ratio, the return on average assets, the return on average common equity, the return on average tangible equity and pre–tax pre–provision net income. In each case, we have identified special circumstances that we consider to be adjustments and have excluded them, to show the impact of such events as acquisition–related purchase accounting adjustments, among others we have identified in our reconciliations. Horizon believes that these non–GAAP financial measures are helpful to investors and provide a greater understanding of our business and financial results without giving effect to the purchase accounting impacts and other adjustments. These measures are not necessarily comparable to similar measures that may be presented by other companies and should not be considered in isolation or as a substitute for the related GAAP measure. See the tables and other information below and contained elsewhere in this Report on Form 10–Q for reconciliations of the non–GAAP figures identified herein and their most comparable GAAP measures. 57 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Non–GAAP Reconciliation of Net Income (Dollars in Thousands, Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2022 2021 2021 2021 2021 Net income as reported $ 23,563 $ 21,425 $ 23,071 $ 22,173 $ 20,422 Acquisition expenses — 884 799 242 — Tax effect — (184) (166) (51) — Net income excluding acquisition expenses 23,563 22,125 23,704 22,364 20,422 Credit loss expense acquired loans — — 2,034 — — Tax effect — — (427) — — Net income excluding credit loss expense acquired loans 23,563 22,125 25,311 22,364 20,422 Gain on sale of ESOP trustee accounts — — (2,329) — — Tax effect — — 489 — — Net income excluding gain on sale of ESOP trustee accounts 23,563 22,125 23,471 22,364 20,422 DOL ESOP settlement expenses — 1,900 — — — Tax effect — (315) — — — Net income excluding DOL ESOP settlement expenses 23,563 23,710 23,471 22,364 20,422 (Gain)/loss on sale of investment securities — — — — (914) Tax effect — — — — 192 Net income excluding (gain)/loss on sale of investment securities 23,563 23,710 23,471 22,364 19,700 Death benefit on bank owned life insurance (“BOLI”) — — (517) (266) — Net income excluding death benefit on BOLI 23,563 23,710 22,954 22,098 19,700 Prepayment penalties on borrowings — — — 125 — Tax effect — — — (26) — Net income excluding prepayment penalties on borrowings 23,563 23,710 22,954 22,197 19,700 Adjusted net income $ 23,563 $ 23,710 $ 22,954 $ 22,197 $ 19,700 58 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Non–GAAP Reconciliation of Diluted Earnings per Share (Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2022 2021 2021 2021 2021 Diluted earnings per share (“EPS”) as reported $ 0.54 $ 0.49 $ 0.52 $ 0.50 $ 0.46 Acquisition expenses — 0.02 0.02 0.01 — Tax effect — — — — — Diluted EPS excluding acquisition expenses 0.54 0.51 0.54 0.51 0.46 Credit loss expense acquired loans — — 0.05 — — Tax effect — — (0.01) — — Diluted EPS excluding credit loss expense acquired loans 0.54 0.51 0.58 0.51 0.46 Gain on sale of ESOP trustee accounts — — (0.05) — — Tax effect — — 0.01 — — Diluted EPS excluding gain on sale of ESOP trustee accounts 0.54 0.51 0.54 0.51 0.46 DOL ESOP settlement expenses — 0.04 — — — Tax effect — (0.01) — — — Diluted EPS excluding DOL ESOP settlement expenses 0.54 0.54 0.54 0.51 0.46 (Gain)/loss on sale of investment securities — — — — (0.02) Tax effect — — — — — Diluted EPS excluding (gain)/loss on investment securities 0.54 0.54 0.54 0.51 0.44 Death benefit on BOLI — — (0.02) (0.01) — Diluted EPS excluding death benefit on BOLI 0.54 0.54 0.52 0.50 0.44 Prepayment penalties on borrowings — — — — — Tax effect — — — — — Diluted EPS excluding prepayment penalties on borrowings 0.54 0.54 0.52 0.50 0.44 Adjusted Diluted EPS $ 0.54 $ 0.54 $ 0.52 $ 0.50 $ 0.44 59 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Non–GAAP Reconciliation of Pre–Tax, Pre–Provision Net Income (Dollars in Thousands, Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2022 2021 2021 2021 2021 Pre–tax income $ 27,102 $ 25,505 $ 27,127 $ 25,943 $ 23,872 Credit loss expense (reversal) (1,386) (2,071) 1,112 (1,492) 367 Pre–tax, pre–provision net income $ 25,716 $ 23,434 $ 28,239 $ 24,451 $ 24,239 Pre–tax, pre–provision net income $ 25,716 $ 23,434 $ 28,239 $ 24,451 $ 24,239 Acquisition expenses — 884 799 242 — Gain on sale of ESOP trustee accounts — — (2,329) — — DOL ESOP settlement expenses — 1,900 — — — (Gain)/loss on sale of investment securities — — — — (914) Death benefit on bank owned life insurance — — (517) (266) — Prepayment penalties on borrowings — — — 125 — Adjusted pre–tax, pre–provision net income $ 25,716 $ 26,218 $ 26,192 $ 24,552 $ 23,325 Non–GAAP Reconciliation of Net Interest Margin (Dollars in Thousands, Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2022 2021 2021 2021 2021 Net interest income as reported $ 48,171 $ 49,976 $ 46,544 $ 42,632 $ 42,538 Average interest earning assets 6,800,549 6,938,258 6,033,088 5,659,384 5,439,634 Net interest income as a percentage of average interest earning assets (“Net Interest Margin”) 2.99 % 2.97 % 3.17 % 3.14 % 3.29 % Net interest income as reported $ 48,171 $ 49,976 $ 46,544 $ 42,632 $ 42,538 Acquisition–related purchase accounting adjustments (“PAUs”) (916) (1,819) (875) (230) (1,579) Prepayment penalties on borrowings — — — 125 — Adjusted net interest income $ 47,255 $ 48,157 $ 45,669 $ 42,527 $ 40,959 Adjusted net interest margin 2.93 % 2.86 % 3.12 % 3.13 % 3.17 % Non–GAAP Reconciliation of Tangible Stockholders’ Equity and Tangible Book Value per Share (Dollars in Thousands Except per Share Data, Unaudited) March 31, December 31, September 30, June 30, March 31, 2022 2021 2021 2021 2021 Total stockholders’ equity $ 677,450 $ 723,209 $ 708,542 $ 710,374 $ 689,379 Less: Intangible assets 174,588 175,513 183,938 172,398 173,296 Total tangible stockholders’ equity $ 502,862 $ 547,696 $ 524,604 $ 537,976 $ 516,083 Common shares outstanding 43,572,796 43,547,942 43,520,694 43,950,720 43,949,189 Book value per common share $ 15.55 $ 16.61 $ 16.28 $ 16.16 $ 15.69 Tangible book value per common share $ 11.54 $ 12.58 $ 12.05 $ 12.24 $ 11.74 60 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Non–GAAP Calculation and Reconciliation of Efficiency Ratio and Adjusted Efficiency Ratio (Dollars in Thousands, Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2022 2021 2021 2021 2021 Non–interest expense as reported $ 36,610 $ 39,370 $ 34,349 $ 33,388 $ 32,172 Net interest income as reported 48,171 49,976 46,544 42,632 42,538 Non–interest income as reported $ 14,155 $ 12,828 $ 16,044 $ 15,207 $ 13,873 Non–interest expense/(Net interest income + Non–interest income) ("Efficiency Ratio") 58.74 % 62.69 % 54.88 % 57.73 % 57.03 % Non–interest expense as reported $ 36,610 $ 39,370 $ 34,349 $ 33,388 $ 32,172 Acquisition expenses — (884) (799) (242) — DOL ESOP settlement expenses — (1,900) — — — Non–interest expense excluding acquisition expenses and DOL ESOP settlement expenses 36,610 36,586 33,550 33,146 32,172 Net interest income as reported 48,171 49,976 46,544 42,632 42,538 Prepayment penalties on borrowings — — — 125 — Net interest income excluding prepayment penalties on borrowings 48,171 49,976 46,544 42,757 42,538 Non–interest income as reported 14,155 12,828 16,044 15,207 13,873 Gain on sale of ESOP trustee accounts — — (2,329) — — (Gain)/loss on sale of investment securities — — — — (914) Death benefit on bank owned life insurance ("BOLI") — — (517) (266) — Non–interest income excluding (gain)/loss on sale of investment securities and death benefit on BOLI $ 14,155 $ 12,828 $ 13,198 $ 14,941 $ 12,959 Adjusted efficiency ratio 58.74 % 58.25 % 56.16 % 57.45 % 57.97 % 61 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Non–GAAP Reconciliation of Return on Average Assets (Dollars in Thousands, Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2022 2021 2021 2021 2021 Average assets $ 7,319,675 $ 7,461,343 $ 6,507,673 $ 6,142,507 $ 5,936,149 Return on average assets ("ROAA") as reported 1.31 % 1.14 % 1.41 % 1.45 % 1.40 % Acquisition expenses — 0.05 0.05 0.02 — Tax effect — (0.01) (0.01) — — ROAA excluding acquisition expenses 1.31 1.18 1.45 1.47 1.40 Credit loss expense acquired loans — — 0.12 — — Tax effect — — (0.03) — — ROAA excluding credit loss expense acquired loans 1.31 1.18 1.54 1.47 1.40 Gain on sale of ESOP trustee accounts — — (0.14) — — Tax effect — — 0.03 — — ROAA excluding gain on sale of ESOP trustee accounts 1.31 1.18 1.43 1.47 1.40 DOL ESOP settlement expenses — 0.10 — — — Tax effect — (0.02) — — — ROAA excluding DOL ESOP settlement expenses 1.31 1.26 1.43 1.47 1.40 (Gain)/loss on sale of investment securities — — — — (0.06) Tax effect — — — — 0.01 ROAA excluding (gain)/loss on sale of investment securities 1.31 1.26 1.43 1.47 1.35 Death benefit on bank owned life insurance ("BOLI") — — (0.03) (0.02) — ROAA excluding death benefit on BOLI 1.31 1.26 1.40 1.45 1.35 Prepayment penalties on borrowings — — — 0.01 — Tax effect — — — — — ROAA excluding prepayment penalties on borrowings 1.31 1.26 1.40 1.46 1.35 Adjusted ROAA 1.31 % 1.26 % 1.40 % 1.46 % 1.35 % 62 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Non–GAAP Reconciliation of Return on Average Common Equity (Dollars in Thousands, Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2022 2021 2021 2021 2021 Average common equity $ 716,341 $ 719,643 $ 724,412 $ 706,652 $ 697,401 Return on average common equity ("ROACE") as reported 13.34 % 11.81 % 12.64 % 12.59 % 11.88 % Acquisition expenses — 0.49 0.44 0.14 — Tax effect — (0.10) (0.09) (0.03) — ROACE excluding acquisition expenses 13.34 12.20 12.99 12.70 11.88 Credit loss expense acquired loans — — 1.11 — — Tax effect — — (0.23) — — ROACE excluding credit loss expense acquired loans 13.34 12.20 13.87 12.70 11.88 Gain on sale of ESOP trustee accounts — — (1.28) — — Tax effect — — 0.27 — — ROACE excluding gain on sale of ESOP trustee accounts 13.34 12.20 12.86 12.70 11.88 DOL ESOP settlement expenses — 1.05 — — — Tax effect — (0.17) — — — ROACE DOL ESOP settlement expenses 13.34 13.08 12.86 12.70 11.88 (Gain)/loss on sale of investment securities — — — — (0.53) Tax effect — — — — 0.11 ROACE excluding (gain)/loss on sale of investment securities 13.34 13.08 12.86 12.70 11.46 Death benefit on bank owned life insurance ("BOLI") — — (0.28) (0.15) — ROACE excluding death benefit on BOLI 13.34 13.08 12.58 12.55 11.46 Prepayment penalties on borrowings — — — 0.07 — Tax effect — — — (0.01) — ROACE excluding prepayment penalties on borrowings 13.34 13.08 12.58 12.61 11.46 Adjusted ROACE 13.34 % 13.08 % 12.58 % 12.61 % 11.46 % 63 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition And Results of Operations For the Three Months ended March 31, 2022 and 2021 Non–GAAP Reconciliation of Return on Average Tangible Equity (Dollars in Thousands, Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2022 2021 2021 2021 2021 Average common equity $ 716,341 $ 719,643 $ 724,412 $ 706,652 $ 697,401 Less: Average intangible assets 176,356 179,594 174,920 173,905 174,785 Average tangible equity $ 539,985 $ 540,049 $ 549,492 $ 532,747 $ 522,616 Return on average common equity ("ROATE") 17.70 % 15.74 % 16.66 % 16.69 % 15.85 % Acquisition expenses — 0.65 0.58 0.18 — Tax effect — (0.14) (0.12) (0.04) — ROATE excluding acquisition expenses 17.70 16.25 17.12 16.83 15.85 Credit loss expense acquired loans — — 1.47 — — Tax effect — — (0.31) — — ROATE excluding credit loss expense acquired loans 17.70 16.25 18.28 16.83 15.85 Gain on sale of ESOP trustee accounts — — (1.68) — — Tax effect — — 0.35 — — ROATE excluding gain on sale of ESOP trustee accounts 17.70 16.25 16.95 16.83 15.85 DOL ESOP settlement expenses — 1.40 — — — Tax effect — (0.23) — — — ROATE DOL ESOP settlement expenses 17.70 17.42 16.95 16.83 15.85 (Gain)/loss on sale of investment securities — — — — (0.71) Tax effect — — — — 0.15 ROATE excluding (gain)/loss on sale of investment securities 17.70 17.42 16.95 16.83 15.29 Death benefit on bank owned life insurance ("BOLI") — — (0.37) (0.20) — ROATE excluding death benefit on BOLI 17.70 17.42 16.58 16.63 15.29 Prepayment penalties on borrowings — — — 0.09 — Tax effect — — — (0.02) — ROATE excluding prepayment penalties on borrowings 17.70 17.42 16.58 16.70 15.29 Adjusted ROATE 17.70 % 17.42 % 16.58 % 16.70 % 15.29 % 64 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We refer you to Horizon’s 2021 Annual Report on Form 10–K for analysis of its interest rate sensitivity. Horizon believes there have been no significant changes in its interest rate sensitivity since it was reported in its 2021 Annual Report on Form 10–K. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Based on an evaluation of disclosure controls and procedures as of March 31, 2022, Horizon’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of Horizon’s disclosure controls (as defined in Exchange Act Rule 13a–15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on such evaluation, such officers have concluded that, as of the evaluation date, Horizon’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by Horizon in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time specified in Securities and Exchange Commission rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure. Changes in Internal Control Over Financial Reporting Horizon’s management, including its Chief Executive Officer and Chief Financial Officer, also have concluded that during the fiscal quarter ended March 31, 2022, there have been no changes in Horizon’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Horizon’s internal control over financial reporting. 65 HORIZON BANCORP, INC. AND SUBSIDIARIES Part II – Other Information ITEM 1. LEGAL PROCEEDINGS Horizon and its subsidiaries are involved in various legal proceedings incidental to the conduct of their business. Management does not expect that the outcome of any such proceedings will have a material adverse effect on our consolidated financial position or results of operations. ITEM 1A. RISK FACTORS There have been no material changes from the factors previously disclosed under Item 1A of Horizon’s Annual Report on Form 10–K for the fiscal year ended December 31, 2021. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (a) Unregistered Sales of Equity Securities: Not Applicable (b) Use of Proceeds: Not Applicable (c) Repurchase of Our Equity Securities: Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. MINE SAFETY DISCLOSURES Not Applicable ITEM 5. OTHER INFORMATION Not Applicable 66 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Part II – Other Information ITEM 6. EXHIBITS (a) Exhibits Exhibit No. Description Location 31.1 Certification of Craig M. Dwight Attached 31.2 Certification of Mark E. Secor Attached 32 Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Attached 101 Inline Interactive Data Files Attached 104 The cover page from the Company’s Quarterly Report on Form 10–Q for the quarter ended March 31, 2022, has been formatted in Inline XBRL Within the Inline XBRL document 67 Table of Contents 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 thereunto duly authorized. HORIZON BANCORP, INC. May 5, 2022 /s/ Craig M. Dwight Date Craig M. Dwight Chief Executive Officer May 5, 2022 /s/ Mark E. Secor Date Mark E. Secor Chief Financial Officer 68