HORIZON BANCORP INC /IN/ 10-Q

hbnc-20240331 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, 2024 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: 44,115,840 shares of Common Stock, no par value, at May 9, 2024. 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 43 Item 3. Quantitative and Qualitative Disclosures about Market Risk 62 Item 4. Controls and Procedures 62 PART II. OTHER INFORMATION Item 1. Legal Proceedings 64 Item 1A. Risk Factors 64 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 64 Item 3. Defaults Upon Senior Securities 64 Item 4. Mine Safety Disclosures 64 Item 5. Other Information 64 Item 6. Exhibits 65 Index to Exhibits 65 Signatures 66 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, 2024 December 31, 2023 (Unaudited) Assets Cash and due from banks $ 271,088 $ 526,515 Interest earning time deposits 1,715 2,205 Investment securities, available for sale 535,319 547,251 Investment securities, held to maturity (fair value of $ 1,627,853 and $ 1,668,758 ) 1,925,725 1,945,638 Loans held for sale 922 1,418 Loans, net of allowance for credit losses of $ 50,387 and $ 50,029 4,567,788 4,367,601 Premises and equipment, net 94,303 94,583 Federal Home Loan Bank stock 53,826 34,509 Goodwill 155,211 155,211 Other intangible assets 12,754 13,626 Interest receivable 40,008 38,710 Cash value of life insurance 36,455 36,157 Other assets 160,593 177,061 Total assets $ 7,855,707 $ 7,940,485 Liabilities Deposits Non–interest bearing $ 1,093,076 $ 1,116,005 Interest bearing 4,486,794 4,548,888 Total deposits 5,579,870 5,664,893 Borrowings 1,359,121 1,353,050 Subordinated notes 55,634 55,543 Junior subordinated debentures issued to capital trusts 57,315 57,258 Interest payable 7,853 22,249 Other liabilities 74,664 68,680 Total liabilities 7,134,457 7,221,673 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 and Outstanding 44,115,840 and 44,106,174 shares — — Additional paid-in capital 356,599 356,400 Retained earnings 435,927 429,021 Accumulated other comprehensive loss ( 71,276 ) ( 66,609 ) Total stockholders’ equity 721,250 718,812 Total liabilities and stockholders’ equity $ 7,855,707 $ 7,940,485 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, 2024 2023 Interest Income Loans receivable $ 66,954 $ 55,364 Investment securities – taxable 7,362 8,725 Investment securities – tax exempt 6,451 7,556 Other 4,497 153 Total interest income 85,264 71,798 Interest Expense Deposits 27,990 14,819 Borrowed funds 11,930 9,771 Subordinated notes 831 880 Junior subordinated debentures issued to capital trusts 1,225 1,091 Total interest expense 41,976 26,561 Net Interest Income 43,288 45,237 Credit loss expense 805 242 Net Interest Income after Credit Loss Expense 42,483 44,995 Non–interest Income Service charges on deposit accounts 3,214 3,028 Wire transfer fees 101 109 Interchange fees 3,109 2,867 Fiduciary activities 1,315 1,275 Gain (loss) on sale of investment securities — ( 500 ) Gain on sale of mortgage loans 626 785 Mortgage servicing income, net 439 713 Increase in cash value of bank owned life insurance 298 981 Other income 827 362 Total non–interest income 9,929 9,620 Non–interest Expense Salaries and employee benefits 20,268 18,712 Net occupancy expenses 3,546 3,563 Data processing 2,464 2,669 Professional fees 607 533 Outside services and consultants 3,359 2,717 Loan expense 719 1,118 FDIC insurance expense 1,320 540 Core deposit intangible amortization 872 903 Other losses 16 221 Other expense 3,936 3,548 Total non–interest expense 37,107 34,524 Income Before Income Taxes 15,305 20,091 Income tax expense 1,314 1,863 Net Income $ 13,991 $ 18,228 Basic Earnings Per Share $ 0.32 $ 0.42 Diluted Earnings Per Share 0.32 0.42 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 2024 2023 Net Income $ 13,991 $ 18,228 Other Comprehensive Income (Loss) Change in fair value of derivative instruments: Change in fair value of derivative instruments for the period — ( 558 ) Income tax effect — 116 Changes from derivative instruments — ( 442 ) Change in securities: Unrealized gain (loss) for the period on available for sale securities ( 5,748 ) 18,144 Accretion from transfer of securities from available for sale to held to maturity securities ( 160 ) ( 154 ) Reclassification adjustment for securities losses realized in income — 500 Income tax effect 1,241 ( 3,882 ) Unrealized gains (losses) on securities ( 4,667 ) 14,608 Other Comprehensive Income (Loss), Net of Tax ( 4,667 ) 14,166 Comprehensive Income $ 9,324 $ 32,394 See notes to condensed consolidated financial statements 5 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Condensed Consolidated Statements 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 (Loss) Total Balances, January 1, 2023 $ — $ — $ 354,188 $ 429,385 $ ( 106,198 ) $ 677,375 Net income — — — 18,228 — 18,228 Other comprehensive income, net of tax — — — — 14,166 14,166 Amortization of unearned compensation — — 758 — — 758 Net settlement of share awards — — ( 696 ) — — ( 696 ) Stock retirement plans — — ( 215 ) — — ( 215 ) Cash dividends on common stock ($ 0.16 per share) — — — ( 7,057 ) — ( 7,057 ) Balances, March 31, 2023 $ — $ — $ 354,035 $ 440,556 $ ( 92,032 ) $ 702,559 Balances, January 1, 2024 $ — $ — $ 356,400 $ 429,021 $ ( 66,609 ) $ 718,812 Net income — — — 13,991 — 13,991 Other comprehensive loss, net of tax — — — — ( 4,667 ) ( 4,667 ) Amortization of unearned compensation — — 907 — — 907 Net settlement of share awards — — ( 708 ) — — ( 708 ) Cash dividends on common stock ($ 0.16 per share) — — — ( 7,085 ) — ( 7,085 ) Balances, March 31, 2024 $ — $ — $ 356,599 $ 435,927 $ ( 71,276 ) $ 721,250 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 2024 2023 Operating Activities Net income $ 13,991 $ 18,228 Items not requiring (providing) cash Credit loss expense (recovery) 805 242 Depreciation and amortization 2,649 2,601 Share based compensation 907 758 Amortization of mortgage servicing rights 476 247 Premium amortization on securities, net 2,182 2,751 Loss on sale of investment securities — 500 Gain on sale of mortgage loans ( 626 ) ( 785 ) Proceeds from sales of loans 21,432 24,444 Loans originated for sale ( 20,517 ) ( 20,489 ) Gain on cash value life insurance ( 298 ) ( 981 ) Gain on sale of other real estate owned ( 64 ) ( 103 ) Net change in: Interest receivable ( 1,298 ) ( 1,134 ) Interest payable ( 14,396 ) 542 Other assets ( 4,548 ) 3,900 Other liabilities 5,849 ( 5,410 ) Net cash provided by operating activities 6,544 25,311 Investing Activities Purchases of securities available for sale — ( 817 ) Proceeds from sales of securities available for sale — 63,527 Proceeds from maturities, calls and principal repayments of securities available for sale 4,369 8,386 Purchases of securities held to maturity — ( 7,935 ) Proceeds from maturities, calls and principal repayments of securities held to maturity 18,233 13,406 Net change in interest earning time deposits 490 ( 286 ) Purchase of FHLB stock ( 19,317 ) ( 5,587 ) Purchase of loans ( 153,743 ) ( 62,489 ) Net change in loans ( 47,365 ) ( 27,865 ) Proceeds on the sale of OREO and repossessed assets 369 737 Premises and equipment expenditures ( 1,178 ) ( 567 ) Proceeds from bank owned life insurance 22,917 — Net cash used in investing activities ( 175,225 ) ( 19,490 ) Financing Activities Net change in deposits ( 85,023 ) ( 155,829 ) Proceeds from borrowings 403,026 522,548 Repayment of borrowings ( 400,235 ) ( 354,634 ) Net change in repurchase agreements 3,280 1,064 Net settlement of share awards ( 708 ) ( 696 ) Dividends paid on common stock ( 7,086 ) ( 7,057 ) Net cash provided by financing activities ( 86,746 ) 5,396 Net Change in Cash and Cash Equivalents ( 255,427 ) 11,217 Cash and Cash Equivalents, Beginning of Period 526,515 123,505 Cash and Cash Equivalents, End of Period $ 271,088 $ 134,722 Additional Supplemental Information Interest paid $ 56,372 $ 26,019 Income taxes paid — — 7 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (Dollar Amounts in Thousands) Transfer of loans to other real estate and repossessed assets 253 868 Cash dividends declared, not paid 7,156 7,122 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, 2024 and March 31, 2023 are not necessarily indicative of the operating results for the full year of 2024 or 2023. 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 (“GAAP”) 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 the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on March 15, 2024 (the “2023 Annual Report on Form 10–K”). The condensed consolidated balance sheet of Horizon as of December 31, 2023 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, 2024, 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 2024 2023 Basic earnings per share Net income $ 13,991 $ 18,228 Weighted average common shares outstanding 43,663,610 43,583,554 Basic earnings per share $ 0.32 $ 0.42 Diluted earnings per share Net income $ 13,991 $ 18,228 Weighted average common shares outstanding 43,663,610 43,583,554 Effect of dilutive securities: Restricted stock 205,054 142,318 Stock options 5,372 18,849 Weighted average common shares outstanding 43,874,036 43,744,721 Diluted earnings per share $ 0.32 $ 0.42 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 86,353 shares for the three months ended March 31, 2024 which were not included in the computation of diluted earnings per share because they were non–dilutive. There were 601,685 shares for the three months ended March 31, 2023 which were not included in the computation of diluted earnings per share because they were non–dilutive. Adoption of New Accounting Standards FASB ASU No. 2023–02, Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method The FASB has issued ASU 2023–02, Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. This guidance allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. This guidance is effective for public business entities for fiscal years including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted in any interim period. The Company adopted ASU 2023–02 on January 1, 2024 and it did not have a material impact on its accounting and disclosures. Accounting Guidance Issued But Not Yet Adopted FASB ASU No. 2023–09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures The FASB has issued ASU 2023–09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate.) The amendments also require that all entities disclose on an annual basis the following information about income taxes paid: (1) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received.) This guidance is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is continuing to assess ASU 2023–09 and its impact on its accounting and disclosures. FASB ASU 2023–07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The FASB has issued ASU 2023–07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. These amendments require, among other things, that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 208. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments retrospectively to all periods presented in the financial statements. The Company is continuing to assess ASU 2023–07 and its impact on its accounting and disclosures. 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) Note 2 – Securities The fair value of securities is as follows: March 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available for sale U.S. Treasury and federal agencies $ 71,943 $ — $ ( 9,017 ) $ 62,926 State and municipal 352,738 — ( 53,483 ) 299,255 Federal agency collateralized mortgage obligations 3,819 — ( 369 ) 3,450 Federal agency mortgage-backed pools 157,812 — ( 24,670 ) 133,142 Corporate notes 42,119 — ( 5,573 ) 36,546 Total available for sale investment securities $ 628,431 $ — $ ( 93,112 ) $ 535,319 March 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Net Carrying Amount Held to maturity U.S. Treasury and federal agencies $ 284,236 $ — $ ( 43,199 ) $ 241,037 $ — $ 284,236 State and municipal 1,078,388 543 ( 167,301 ) 911,630 ( 21 ) 1,078,367 Federal agency collateralized mortgage obligations 49,913 — ( 8,088 ) 41,825 — 49,913 Federal agency mortgage-backed pools 319,181 — ( 50,329 ) 268,852 — 319,181 Private labeled mortgage-backed pools 31,712 — ( 4,530 ) 27,182 ( 7 ) 31,705 Corporate notes 162,453 — ( 25,126 ) 137,327 ( 130 ) 162,323 Total held to maturity investment securities $ 1,925,883 $ 543 $ ( 298,573 ) $ 1,627,853 $ ( 158 ) $ 1,925,725 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available for sale U.S. Treasury and federal agencies $ 72,938 $ — $ ( 8,561 ) $ 64,377 State and municipal 353,299 — ( 49,269 ) 304,030 Federal agency collateralized mortgage obligations 3,931 — ( 351 ) 3,580 Federal agency mortgage-backed pools 161,130 — ( 23,833 ) 137,297 Corporate notes 43,317 455 ( 5,805 ) 37,967 Total available for sale investment securities $ 634,615 $ 455 $ ( 87,819 ) $ 547,251 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) December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Net Carrying Amount Held to maturity U.S. Treasury and federal agencies $ 287,259 $ — $ ( 41,299 ) $ 245,960 $ — $ 287,259 State and municipal 1,088,499 1,185 ( 150,323 ) 939,361 ( 20 ) 1,088,479 Federal agency collateralized mortgage obligations 51,325 — ( 7,846 ) 43,479 — 51,325 Federal agency mortgage-backed pools 323,649 — ( 48,621 ) 275,028 — 323,649 Private labeled mortgage-backed pools 32,329 — ( 4,595 ) 27,734 ( 7 ) 32,322 Corporate notes 162,734 — ( 25,538 ) 137,196 ( 130 ) 162,604 Total held to maturity investment securities $ 1,945,795 $ 1,185 $ ( 278,222 ) $ 1,668,758 $ ( 157 ) $ 1,945,638 The amortized cost and fair value of securities available for sale and held to maturity at March 31, 2024 and December 31, 2023, 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, 2024 December 31, 2023 Amortized Cost Fair Value Amortized Cost Fair Value Available for sale Within one year $ 4,511 $ 4,451 $ 5,505 $ 5,408 One to five years 105,444 93,731 100,301 89,650 Five to ten years 175,871 146,861 167,764 141,203 After ten years 180,974 153,684 195,984 170,113 466,800 398,727 469,554 406,374 Federal agency collateralized mortgage obligations 3,819 3,450 3,931 3,580 Federal agency mortgage–backed pools 157,812 133,142 161,130 137,297 Total available for sale investment securities $ 628,431 $ 535,319 $ 634,615 $ 547,251 Held to maturity Within one year $ 31,450 $ 31,092 $ 33,483 $ 33,169 One to five years 220,119 209,813 225,957 216,354 Five to ten years 357,690 307,839 350,843 304,067 After ten years 915,818 741,250 928,209 768,927 1,525,077 1,289,994 1,538,492 1,322,517 Federal agency collateralized mortgage obligations 49,913 41,825 51,325 43,479 Federal agency mortgage–backed pools 319,181 268,852 323,649 275,028 Private labeled mortgage–backed pools 31,712 27,182 32,329 27,734 Total held to maturity investment securities $ 1,925,883 $ 1,627,853 $ 1,945,795 $ 1,668,758 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) The following tables show the gross unrealized losses and the fair value of the Company’s available for sale investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position. March 31, 2024 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 $ — $ — $ 62,926 $ ( 9,017 ) $ 62,926 $ ( 9,017 ) State and municipal 2,356 ( 267 ) 296,899 ( 53,216 ) 299,255 ( 53,483 ) Federal agency collateralized mortgage obligations — — 3,450 ( 369 ) 3,450 ( 369 ) Federal agency mortgage–backed pools — — 133,142 ( 24,670 ) 133,142 ( 24,670 ) Corporate notes — — 36,547 ( 5,573 ) 36,547 ( 5,573 ) Total temporarily impaired securities $ 2,356 $ ( 267 ) $ 532,964 $ ( 92,845 ) $ 535,320 $ ( 93,112 ) December 31, 2023 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 $ — $ — $ 64,377 $ ( 8,561 ) $ 64,377 $ ( 8,561 ) State and municipal 2,387 ( 236 ) 301,643 ( 49,033 ) 304,030 ( 49,269 ) Federal agency collateralized mortgage obligations — — 3,580 ( 351 ) 3,580 ( 351 ) Federal agency mortgage–backed pools — — 137,289 ( 23,833 ) 137,289 ( 23,833 ) Corporate notes — — 36,359 ( 5,805 ) 36,359 ( 5,805 ) Total temporarily impaired securities $ 2,387 $ ( 236 ) $ 543,248 $ ( 87,583 ) $ 545,635 $ ( 87,819 ) Certain investments in debt securities are reported in the consolidated financial statements at an amount less than their historical cost. As of March 31, 2024 and December 31, 2023, the Company had 2,320 and 2,290 securities, respectively, with market values below their cost basis. The total fair value of these investments at March 31, 2024 and December 31, 2023 was $ 2.1 billion and $ 2.1 billion, which is approximately 86.0 % and 85.1 %, respectively, of the Company's available for sale and held to maturity securities portfolio. These declines resulted primarily from fluctuations in market interest rates after purchase. Management believes the declines in fair value for these securities are temporary. No allowance for credit losses for available for sale debt securities was recorded at March 31, 2024 or December 31, 2023. The allowance for credit losses for held to maturity securities is a contra asset valuation account that is deducted from the carrying amount of held to maturity securities to present the net amount expected to be collected. Held to maturity securities are charged off against the allowance for credit loss when deemed uncollectible. Adjustments to the allowance for credit loss are reported in our Consolidated Statements of Income in credit loss expense. We measure expected credit losses on held to maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and consider historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to U.S. Government-sponsored treasuries, agency and mortgage-backed securities, all these securities are issued by a U.S. government-sponsored entity and have an implicit or explicit government guarantee; therefore, no allowance for credit losses has been recorded for these securities. With regard to obligations of states and municipal, private 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) label mortgage-backed and corporate note held to maturity securities, we consider (1) issuer bond ratings, (2) historical loss rates for given bond ratings, (3) the financial condition of the issuer, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities. Historical loss rates associated with securities having similar grades as those in our portfolio have been insignificant. As of March 31, 2024 and December 31, 2023, there were no past due principal and interest payments associated with these securities. An allowance for credit loss of $ 158,000 and $ 157,000 was recorded on these securities based on applying the long-term historical rating agency credit loss rate for similarly rated securities at March 31, 2024 and December 31, 2023, respectively. Accrued interest receivable on available for sale debt securities and held to maturity securities totaled $ 14.4 million at March 31, 2024 and $ 14.7 million at December 31, 2023 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, private labeled mortgage–backed pools and corporate notes 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 2024 2023 Sales of securities available for sale Proceeds $ — $ 63,526 Gross gains — 129 Gross losses — ( 629 ) Note 3 – 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 Installment Indirect auto Home equity 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) 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, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Commercial Owner occupied real estate $ 653,144 $ 640,731 Non–owner occupied real estate 1,287,474 1,273,838 Residential spec homes 10,892 13,489 Development & spec land 33,213 34,039 Commercial and industrial 765,043 712,863 Total commercial 2,749,766 2,674,960 Real estate Residential mortgage 757,760 654,295 Residential construction 24,311 26,841 Mortgage warehouse 56,548 45,078 Total real estate 838,619 726,214 Consumer Installment 109,370 52,366 Indirect auto 360,835 399,946 Home equity 559,585 564,144 Total consumer 1,029,790 1,016,456 Total loans 4,618,175 4,417,630 Allowance for credit losses ( 50,387 ) ( 50,029 ) Net loans $ 4,567,788 $ 4,367,601 Total loans include net deferred loan costs of $ 22.9 million at March 31, 2024 and $ 21.9 million at December 31, 2023, 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 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) 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 may require 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. Based on the 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. 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) Non–performing Loans The following table presents non–accrual loans and loans past due over 90 days still on accrual by class of loans at March 31, 2024: March 31, 2024 Non–accrual Loans Past Due Over 90 Days Still Accruing Non–accruing Loans with no Allowance for Credit Losses Commercial Owner occupied real estate $ 3,563 $ — $ 2,728 Non–owner occupied real estate 471 — 471 Residential spec homes — — — Development & spec land 619 — 619 Commercial and industrial 840 — 20 Total commercial 5,493 — 3,838 Real estate Residential mortgage 8,725 — — Residential construction — — — Mortgage warehouse — — — Total real estate 8,725 — — Consumer Installment 135 3 — Indirect auto 944 64 — Home equity 3,756 41 — Total consumer 4,835 108 — Total $ 19,053 $ 108 $ 3,838 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) The following table presents non–accrual loans and loans past due over 90 days still on accrual by class of loan at December 31, 2023: December 31, 2023 Non–accrual Loans Past Due Over 90 Days Still Accruing Non–accruing Loans with no Allowance for Credit Losses Commercial Owner occupied real estate $ 2,636 $ — $ 1,789 Non–owner occupied real estate 3,485 — 1,242 Residential spec homes — — — Development & spec land 617 — 617 Commercial and industrial 624 — 20 Total commercial 7,362 — 3,668 Real estate Residential mortgage 8,058 — — Residential construction — — — Mortgage warehouse — — — Total real estate 8,058 — — Consumer Installment 88 — — Indirect auto 899 299 — Home equity 3,303 260 — Total consumer 4,290 559 — Total $ 19,710 $ 559 $ 3,668 There was no interest income recognized on non–accrual loans during the three months ended March 31, 2024 and 2023, respectively, while the loans were in non–accrual status. 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) The following table presents the payment status by class of loan at March 31, 2024: March 31, 2024 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 $ 650,964 $ 1,214 $ — $ 966 $ 2,180 $ 653,144 Non–owner occupied real estate 1,286,367 — 1,107 — 1,107 1,287,474 Residential spec homes 10,892 — — — — 10,892 Development & spec land 33,213 — — — — 33,213 Commercial and industrial 762,590 1,743 690 20 2,453 765,043 Total commercial 2,744,026 2,957 1,797 986 5,740 2,749,766 Real estate Residential mortgage 751,197 3,261 809 2,493 6,563 757,760 Residential construction 24,311 — — — — 24,311 Mortgage warehouse 56,548 — — — — 56,548 Total real estate 832,056 3,261 809 2,493 6,563 838,619 Consumer Installment 108,964 118 214 74 406 109,370 Indirect auto 356,423 3,405 615 392 4,412 360,835 Home equity 553,731 3,747 497 1,610 5,854 559,585 Total consumer 1,019,118 7,270 1,326 2,076 10,672 1,029,790 Total $ 4,595,200 $ 13,488 $ 3,932 $ 5,555 $ 22,975 $ 4,618,175 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 at December 31, 2023: December 31, 2023 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 $ 638,389 $ 2,342 $ — $ — $ 2,342 $ 640,731 Non–owner occupied real estate 1,273,791 — — 47 47 1,273,838 Residential spec homes 13,489 — — — — 13,489 Development & spec land 33,036 — 1,003 — 1,003 34,039 Commercial and industrial 710,567 1,659 54 583 2,296 712,863 Total commercial 2,669,272 4,001 1,057 630 5,688 2,674,960 Real estate Residential mortgage 646,984 2,823 2,353 2,135 7,311 654,295 Residential construction 26,841 — — — — 26,841 Mortgage warehouse 45,078 — — — — 45,078 Total real estate 718,903 2,823 2,353 2,135 7,311 726,214 Consumer Installment 52,001 304 10 51 365 52,366 Indirect auto 393,615 4,958 736 637 6,331 399,946 Home equity 558,062 3,748 1,217 1,117 6,082 564,144 Total consumer 1,003,678 9,010 1,963 1,805 12,778 1,016,456 Total $ 4,391,853 $ 15,834 $ 5,373 $ 4,570 $ 25,777 $ 4,417,630 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. Modified Loans The Company adopted ASU 2022–02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, during the first quarter of 2023. These amendments eliminated the troubled debt restructured (“TDR”) recognition 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. During the three months ended March 31, 2024 and March 31, 2023, the Company did not modify any troubled loans. 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) 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. The tables below present 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, at March 31, 2024 and December 31, 2023. March 31, 2024 Real Estate Accounts Receivable/Equipment Other Total ACL Allocation Commercial Owner occupied real estate $ 3,563 $ — $ — $ 3,563 $ 237 Non–owner occupied real estate 471 — — 471 — Development & spec land 619 — — 619 — Commercial and industrial 782 39 20 841 804 Total commercial 5,435 39 20 5,494 1,041 Total collateral dependent loans $ 5,435 $ 39 $ 20 $ 5,494 $ 1,041 December 31, 2023 Real Estate Accounts Receivable/Equipment Other Total ACL Allocation Commercial Owner occupied real estate $ 2,636 $ — $ — $ 2,636 $ 190 Non–owner occupied real estate 3,485 — — 3,485 699 Residential spec homes 617 — — 617 — Commercial and industrial 563 42 20 625 604 Total commercial 7,301 42 20 7,363 1,493 Total collateral dependent loans $ 7,301 $ 42 $ 20 $ 7,363 $ 1,493 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 credit quality grade. • For new and renewed commercial loans, the Bank’s Credit Department, which acts independently of the loan officer, assigns the credit quality grade to the loan. 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 promptly assessing any adverse change in credit quality and revising the risk rating appropriately. When circumstances warrant a change in the credit quality grade, loan officers are required to notify the Credit Department of the change in the credit quality grade. Downgrades are accepted immediately, however, lenders must present their factual information to the Credit 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) Department when recommending an upgrade. Downgrades to impaired status require the concurrence of the CCBO and the Senior Workout Loan Manager. • 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. • 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, loan modifications, 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 on Loans and Leases. 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 modified loans 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 unqualified 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 consecutive years of profits, a five year 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 unwarranted 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 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) 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. 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 needed 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. 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) 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 or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future. 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) The following tables present loans by credit grades and origination year at March 31, 2024. March 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Term Loans Revolving Loans Total Commercial Owner occupied real estate Pass $ 11,916 $ 70,435 $ 104,472 $ 77,316 $ 43,036 $ 206,256 $ 93,911 $ 9,176 $ 616,518 Special Mention — 2,143 487 3,738 — 11,756 — 452 18,576 Substandard — 1,453 — 6,443 966 8,698 490 — 18,050 Doubtful — — — — — — — — — Total owner occupied real estate $ 11,916 $ 74,031 $ 104,959 $ 87,497 $ 44,002 $ 226,710 $ 94,401 $ 9,628 $ 653,144 Gross charge–offs during period $ — $ — $ — $ — $ — $ 1 $ — $ — $ 1 Non–owner occupied real estate Pass $ 9,444 $ 116,007 $ 192,469 $ 134,643 $ 103,726 $ 374,887 $ 282,938 $ 9,170 $ 1,223,284 Special Mention — 1,359 18,768 1,313 — 38,012 — — 59,452 Substandard — — — — 169 4,569 — — 4,738 Doubtful — — — — — — — — — Total non–owner occupied real estate $ 9,444 $ 117,366 $ 211,237 $ 135,956 $ 103,895 $ 417,468 $ 282,938 $ 9,170 $ 1,287,474 Gross charge–offs during period $ — $ — $ — $ — $ — $ — $ — $ — $ — Residential spec homes Pass $ — $ — $ — $ 498 $ — $ — $ 3,487 $ 6,907 $ 10,892 Special Mention — — — — — — — — — Substandard — — — — — — — — — Doubtful — — — — — — — — — Total residential spec homes $ — $ — $ — $ 498 $ — $ — $ 3,487 $ 6,907 $ 10,892 Gross charge–offs during period $ — $ — $ — $ — $ — $ — $ — $ — $ — Development & spec land Pass $ — $ 4,269 $ 882 $ 505 $ 375 $ 2,065 $ 21,532 $ 170 $ 29,798 Special Mention — — — — — 322 1,624 — 1,946 Substandard — 748 — — — 102 619 — 1,469 Doubtful — — — — — — — — — Total development & spec land $ — $ 5,017 $ 882 $ 505 $ 375 $ 2,489 $ 23,775 $ 170 $ 33,213 Gross charge–offs during period $ — $ — $ — $ — $ — $ — $ — $ — $ — Commercial & industrial Pass $ 69,125 $ 116,433 $ 147,219 $ 87,982 $ 11,219 $ 76,964 $ 61,372 $ 155,096 $ 725,410 Special Mention 490 1,472 620 8 1,377 1,341 11,144 13,637 30,089 Substandard — 1,690 625 415 204 3,134 775 2,701 9,544 Doubtful — — — — — — — — — Total commercial & industrial $ 69,615 $ 119,595 $ 148,464 $ 88,405 $ 12,800 $ 81,439 $ 73,291 $ 171,434 $ 765,043 Gross charge–offs during period $ — $ — $ — $ — $ — $ — $ — $ — $ — 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) March 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Term Loans Revolving Loans Total Real estate Residential mortgage Performing $ 16,245 $ 127,785 $ 167,014 $ 154,308 $ 82,838 $ 200,845 $ — $ — $ 749,035 Non–performing — 366 1,897 1,063 257 5,142 — — 8,725 Total residential mortgage $ 16,245 $ 128,151 $ 168,911 $ 155,371 $ 83,095 $ 205,987 $ — $ — $ 757,760 Gross charge–offs during period $ — $ — $ — $ — $ — $ 1 $ — $ — $ 1 Residential construction Performing $ — $ — $ — $ — $ — $ — $ 24,311 $ — $ 24,311 Non–performing — — — — — — — — — Total residential construction $ — $ — $ — $ — $ — $ — $ 24,311 $ — $ 24,311 Gross charge–offs during period $ — $ — $ — $ — $ — $ — $ — $ — $ — Mortgage warehouse Performing $ — $ — $ — $ — $ — $ — $ — $ 56,548 $ 56,548 Non–performing — — — — — — — — — Total mortgage warehouse $ — $ — $ — $ — $ — $ — $ — $ 56,548 $ 56,548 Gross charge–offs during period $ — $ — $ — $ — $ — $ — $ — $ — $ — March 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Term Loans Revolving Loans Total Consumer Installment Performing $ 3,533 $ 71,835 $ 12,263 $ 7,167 $ 3,845 $ 8,532 $ 16 $ 2,041 $ 109,232 Non–performing — 8 44 55 — 31 — — 138 Total installment $ 3,533 $ 71,843 $ 12,307 $ 7,222 $ 3,845 $ 8,563 $ 16 $ 2,041 $ 109,370 Gross charge–offs during period $ — $ 18 $ 124 $ 1 $ 17 $ 21 $ — $ — $ 181 Indirect auto Performing $ 643 $ 60,833 $ 176,167 $ 72,595 $ 30,750 $ 18,839 $ — $ — $ 359,827 Non–performing — 74 366 227 196 145 — — 1,008 Total indirect auto $ 643 $ 60,907 $ 176,533 $ 72,822 $ 30,946 $ 18,984 $ — $ — $ 360,835 Gross charge–offs during period $ — $ 43 $ 222 $ 81 $ 77 $ 42 $ — $ — $ 465 Home equity Performing $ 2,300 $ 25,932 $ 20,432 $ 2,922 $ 2,314 $ 12,729 $ 17,051 $ 472,108 $ 555,788 Non–performing — — 309 — 52 389 3,047 — 3,797 Total home equity $ 2,300 $ 25,932 $ 20,741 $ 2,922 $ 2,366 $ 13,118 $ 20,098 $ 472,108 $ 559,585 Gross charge–offs during period $ — $ 52 $ 88 $ — $ 37 $ — $ — $ — $ 177 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 December 31, 2023. December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Term Loans Revolving Loans Total Commercial Owner occupied real estate Pass $ 66,814 $ 101,620 $ 73,199 $ 44,067 $ 41,726 $ 173,913 $ 93,432 $ 8,226 $ 602,997 Special Mention 3,920 490 3,777 — 2,038 8,128 — 452 18,805 Substandard 1,376 — 6,490 966 228 9,339 530 — 18,929 Doubtful — — — — — — — — — Total owner occupied real estate $ 72,110 $ 102,110 $ 83,466 $ 45,033 $ 43,992 $ 191,380 $ 93,962 $ 8,678 $ 640,731 Gross charge-offs during period $ — $ — $ — $ — $ — $ 3 $ 401 $ — $ 404 Non–owner occupied real estate Pass $ 116,031 $ 197,702 $ 149,540 $ 104,591 $ 83,394 $ 303,191 $ 246,569 $ 9,878 $ 1,210,896 Special Mention 1,366 16,135 1,334 254 845 36,590 — — 56,524 Substandard — — — 185 — 6,233 — — 6,418 Doubtful — — — — — — — — — Total non–owner occupied real estate $ 117,397 $ 213,837 $ 150,874 $ 105,030 $ 84,239 $ 346,014 $ 246,569 $ 9,878 $ 1,273,838 Gross charge-offs during period $ — $ — $ — $ — $ — $ 9 $ — $ — $ 9 Residential spec homes Pass $ — $ — $ 498 $ — $ — $ — $ 5,852 $ 7,139 $ 13,489 Special Mention — — — — — — — — — Substandard — — — — — — — — — Doubtful — — — — — — — — — Total residential spec homes $ — $ — $ 498 $ — $ — $ — $ 5,852 $ 7,139 $ 13,489 Gross charge-offs during period $ — $ — $ — $ — $ — $ — $ 29 $ — $ 29 Development & spec land Pass $ 5,133 $ 1,477 $ 990 $ 390 $ 247 $ 3,146 $ 20,236 $ 170 $ 31,789 Special Mention — — — — — — 1,529 — 1,529 Substandard — — — — — 104 617 — 721 Doubtful — — — — — — — — — Total development & spec land $ 5,133 $ 1,477 $ 990 $ 390 $ 247 $ 3,250 $ 22,382 $ 170 $ 34,039 Gross charge-offs during period $ — $ — $ — $ — $ — $ — $ — $ — $ — Commercial & industrial Pass $ 121,969 $ 151,847 $ 93,709 $ 12,154 $ 20,497 $ 59,041 $ 60,539 $ 147,773 $ 667,529 Special Mention 1,434 726 265 2,137 119 1,305 9,375 18,836 34,197 Substandard 1,595 703 223 211 768 2,404 2,863 2,370 11,137 Doubtful — — — — — — — — — Total commercial & industrial $ 124,998 $ 153,276 $ 94,197 $ 14,502 $ 21,384 $ 62,750 $ 72,777 $ 168,979 $ 712,863 Gross charge-offs during period $ — $ 33 $ — $ 123 $ 25 $ 72 $ 344 $ — $ 597 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) December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Term Loans Revolving Loans Total Real estate Residential mortgage Performing $ 40,920 $ 154,803 $ 157,480 $ 85,159 $ 30,464 $ 177,411 $ — $ — $ 646,237 Non–performing 118 1,591 748 259 647 4,695 — — 8,058 Total residential mortgage $ 41,038 $ 156,394 $ 158,228 $ 85,418 $ 31,111 $ 182,106 $ — $ — $ 654,295 Gross charge-offs during period $ — $ 28 $ — $ — $ — $ 20 $ — $ — $ 48 Residential construction Performing $ — $ — $ — $ — $ — $ — $ 26,841 $ — $ 26,841 Non–performing — — — — — — — — — Total residential construction $ — $ — $ — $ — $ — $ — $ 26,841 $ — $ 26,841 Gross charge-offs during period $ — $ — $ — $ — $ — $ — $ — $ — $ — Mortgage warehouse Performing $ — $ — $ — $ — $ — $ — $ — $ 45,078 $ 45,078 Non–performing — — — — — — — — — Total mortgage warehouse $ — $ — $ — $ — $ — $ — $ — $ 45,078 $ 45,078 Gross charge-offs during period $ — $ — $ — $ — $ — $ — $ — $ — $ — December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Term Loans Revolving Loans Total Consumer Installment Performing $ 14,835 $ 13,447 $ 7,859 $ 4,246 $ 4,449 $ 5,074 $ 6 $ 2,362 $ 52,278 Non–performing — 44 10 — 27 7 — — 88 Total installment $ 14,835 $ 13,491 $ 7,869 $ 4,246 $ 4,476 $ 5,081 $ 6 $ 2,362 $ 52,366 Gross charge-offs during period $ 33 $ 28 $ 31 $ 10 $ 32 $ 27 $ 6 $ — $ 167 Indirect auto Performing $ 65,260 $ 191,871 $ 80,773 $ 35,995 $ 16,690 $ 8,159 $ — $ — $ 398,748 Non–performing 49 424 312 229 124 60 — — 1,198 Total indirect auto $ 65,309 $ 192,295 $ 81,085 $ 36,224 $ 16,814 $ 8,219 $ — $ — $ 399,946 Gross charge-offs during period $ 86 $ 1,388 $ 708 $ 137 $ 58 $ 74 $ — $ — $ 2,451 Home equity Performing $ 26,376 $ 21,379 $ 5,121 $ 2,447 $ 3,885 $ 9,987 $ 12,713 $ 478,673 $ 560,581 Non–performing — 212 — 54 177 260 2,860 — 3,563 Total home equity $ 26,376 $ 21,591 $ 5,121 $ 2,501 $ 4,062 $ 10,247 $ 15,573 $ 478,673 $ 564,144 Gross charge-offs during period $ — $ 10 $ — $ 103 $ — $ 91 $ 13 $ — $ 217 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) Note 4 – 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, 2024 and 2023: Three Months Ended March 31, 2024 Commercial Real Estate Mortgage Warehouse Consumer Total Balance, beginning of period $ 29,736 $ 2,503 $ 481 $ 17,309 $ 50,029 Credit loss expense (recovery) 606 147 178 ( 262 ) 669 PCD loan charge–offs 115 — — — 115 Charge–offs ( 1 ) ( 1 ) — ( 823 ) ( 825 ) Recoveries 58 6 — 335 399 Balance, end of period $ 30,514 $ 2,655 $ 659 $ 16,559 $ 50,387 Three Months Ended March 31, 2023 Commercial Real Estate Mortgage Warehouse Consumer Total Balance, beginning of period $ 32,445 $ 5,577 $ 1,020 $ 11,422 $ 50,464 Credit loss expense (recovery) ( 1,031 ) ( 1,136 ) ( 222 ) 1,984 ( 405 ) PCD loan charge–offs ( 154 ) — — — ( 154 ) Charge–offs ( 137 ) ( 4 ) — ( 542 ) ( 683 ) Recoveries 33 10 — 261 304 Balance, end of period $ 31,156 $ 4,447 $ 798 $ 13,125 $ 49,526 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 closed 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 2009 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. The Company supplemented data for 2009 and 2010 with the use of adjusted Uniform Bank Performance Report peer group 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 Moody's economic forecast scenarios including both National and Regional econometrics, 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. 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) Note 5 – 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 $ 1.460 billion and $ 1.479 billion at March 31, 2024 and December 31, 2023. 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. Mortgage servicing rights are included in other assets on the balance sheets as of March 31, 2024 and December 31, 2023. Three Months Ended March 31, March 31, 2024 2023 Mortgage servicing rights Balance, beginning of period $ 18,807 $ 18,619 Servicing rights capitalized 207 228 Amortization of servicing rights ( 476 ) ( 247 ) Balance, end of period 18,538 18,600 Impairment allowance Balance, beginning of period — — Additions — — Reductions — — Balance, end of period — — Mortgage servicing rights, net $ 18,538 $ 18,600 Fair value, beginning of period $ 19,891 $ 19,992 Fair value, end of period 19,149 19,336 Note 6 – Goodwill The carrying amount of goodwill was $ 155.2 million as of March 31, 2024 and December 31, 2023, respectively. There were no changes in the carrying amount of goodwill for the three months ended March 31, 2024 and 2023. 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. No goodwill impairment charges were recorded for the three months ended March 31, 2024 and 2023. During the first quarters of 2024 and 2023, Horizon considered the amount by which fair value exceeded book value by performing a quantitative analysis. The Company engaged a third-party valuation specialist in performing its quantitative impairment analysis during the third quarter of 2023, which included a combination of valuation approaches to determine the fair value of the Bank reporting unit. These valuation approaches required certain assumptions such as the discount rate, economic conditions impacting interest and growth rates, the control premium, and a relative weighting given to the fair value derived by each of the valuation approaches used. At the conclusion of the assessment, the Company determined that as of March 31, 2024, it was more likely than not that the fair value of goodwill exceeded its carrying value. 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 7 – 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 tables show repurchase agreements accounted for as secured borrowings and the related securities, at fair value, pledged for repurchase agreements: March 31, 2024 Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to 30 Days 30-90 Days Greater Than 90 Days Total Repurchase Agreements and repurchase-to-maturity transactions Federal agency collateralized mortgage obligations $ 2,159 $ — $ — $ — $ 2,159 Federal agency mortgage–backed pools 129,818 — — — 129,818 Private labeled mortgage–backed pools 7,332 — — — 7,332 Total borrowings $ 139,309 $ — $ — $ — $ 139,309 December 31, 2023 Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to 30 Days 30-90 Days Greater Than 90 Days Total Repurchase Agreements and repurchase-to-maturity transactions Federal agency collateralized mortgage obligations $ 2,245 $ — $ — $ — $ 2,245 Federal agency mortgage–backed pools 126,349 — — — 126,349 Private labeled mortgage–backed pools 7,436 — — — 7,436 Total borrowings $ 136,030 $ — $ — $ — $ 136,030 Securities sold under agreements to repurchase are secured by securities with a carrying amount of $ 147.6 million and $ 145.2 million at March 31, 2024 and December 31, 2023, respectively. Note 8 – 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. 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) 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. 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. On December 8, 2023, Horizon cancelled $ 3.5 million of the $ 60.0 million in Notes at a price of 89.5 recording a gain of $ 368,000 . The balance net of unamortized issuance costs of the Notes was $ 55.6 million and $ 55.5 million at March 31, 2024 and December 31, 2023, respectively. Note 9 – 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 an interest rate swap agreement for a portion of its floating rate debt on July 20, 2018. 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. Under the agreement, the Company paid or received the net interest amount monthly, with the monthly settlements included in interest expense. The Company terminated this interest rate swap agreement on May 23, 2023 and recorded a related gain of $ 1.5 million as a reduction of interest expense. 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. 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, 2024, 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. 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) 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, 2024, 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, 2024 March 31, 2024 Notional Amount Fair Value Notional Amount Fair Value Derivatives not designated as hedging instruments Interest rate contracts – fair value hedges 553,131 34,126 510,600 31,244 Mortgage loan contracts 7,906 9 — — Commitments to originate mortgage loans 3,172 88 — — Total derivatives not designated as hedging instruments 564,209 34,223 510,600 31,244 Total derivatives $ 564,209 $ 34,223 $ 510,600 $ 31,244 Asset Derivatives Liability Derivatives December 31, 2023 December 31, 2023 Notional Amount Fair Value Notional Amount Fair Value Derivatives not designated as hedging instruments Interest rate contracts – fair value hedges 558,164 26,556 514,881 24,024 Mortgage loan contracts 4,844 33 — — Commitments to originate mortgage loans 4,351 125 — — Total derivatives not designated as hedging instruments 567,359 26,714 514,881 24,024 Total derivatives $ 567,359 $ 26,714 $ 514,881 $ 24,024 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 effect of the derivative instruments on the condensed consolidated statements of comprehensive income (loss) for the three–month periods ended March 31 is as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative Three Months Ended March 31, 2024 March 31, 2023 Derivatives in cash flow hedging relationship Interest rate contracts $ — $ ( 442 ) The effect of the derivative designated as a hedging instrument on the condensed consolidated statements of income for the three–month periods ended March 31 is as follows: Location of gain (loss) recognized on derivative Amount of Gain (Loss) Recognized on Derivative Three Months Ended March 31, 2024 March 31, 2023 Derivative designated as hedging instruments Interest rate contracts – cash flow hedges Interest expense – Borrowings $ — $ 209 Total $ — $ 209 The effect of derivatives not designated as hedging instruments on the condensed consolidated statements of income for the three–month periods ended March 31 is as follows: Location of gain (loss) recognized on derivative Amount of Gain (Loss) Recognized on Derivative Three Months Ended March 31, 2024 March 31, 2023 Derivatives not designated as hedging instruments Interest rate contracts – fair value hedge Interest income – loans receivable $ 335 $ 166 Interest rate contracts – fair value hedge Interest income – investment securities 71 49 Mortgage loan contracts Non–interest income – Gain on sale of loans ( 24 ) 87 Commitments to originate mortgage loans Non–interest income – Gain on sale of loans ( 38 ) ( 17 ) Total $ 344 $ 285 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) Note 10 – 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, 2024. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below. 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. 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 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, 2024 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 $ 62,926 $ — $ 62,926 $ — State and municipal 299,255 — 299,255 — Federal agency collateralized mortgage obligations 3,450 — 3,450 — Federal agency mortgage–backed pools 133,142 — 133,142 — Corporate notes 36,546 — 36,546 — Total available for sale securities 535,319 — 535,319 — Interest rate swap agreements asset 34,126 — 34,126 — Commitments to originate mortgage loans 88 — 88 — Mortgage loan contracts 9 — 9 — Interest rate swap agreements liability ( 31,244 ) — ( 31,244 ) — December 31, 2023 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 $ 64,377 $ — $ 64,377 $ — State and municipal 304,030 — 304,030 — Federal agency collateralized mortgage obligations 3,580 — 3,580 — Federal agency mortgage–backed pools 137,297 — 137,297 — Corporate notes 37,967 — 37,967 — Total available for sale securities 547,251 — 547,251 — Interest rate swap agreements asset 26,556 — 26,556 — Commitments to originate mortgage loans 125 — 125 — Mortgage loan contracts 33 — 33 — Interest rate swap agreements liability ( 24,024 ) — ( 24,024 ) — 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) 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, 2024 Collateral dependent loans $ 622 $ — $ — $ 622 December 31, 2023 Collateral dependent loans $ 2,918 $ — $ — $ 2,918 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. 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, 2024 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) Collateral dependent loans $ 622 Collateral based measurement Discount to reflect current market conditions and ultimate collectibility 15.4 %- 15.4 % ( 15.4 %) December 31, 2023 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average) Collateral dependent loans $ 2,918 Collateral based measurement Discount to reflect current market conditions and ultimate collectibility 16.9 %- 34.2 %( 21.5 %) Note 11 – 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. 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) 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, 2024 and December 31, 2023. These include financial instruments recognized as assets and liabilities on the condensed consolidated balance sheets 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. 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 and are classified within Level 1. 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 and are classified within Level 2. 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. 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 tables present estimated fair values of the Company’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall. March 31, 2024 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 $ 271,088 $ 271,088 $ — $ — Interest–earning time deposits 1,715 — 1,704 — Investment securities, held to maturity 1,925,725 — 1,627,853 — Loans held for sale 922 — — 922 Loans, net 4,567,788 — — 4,296,425 Stock in FHLB 53,826 — 53,826 — Interest receivable 40,008 — 40,008 — Liabilities Non–interest bearing deposits $ 1,093,076 $ 1,093,076 $ — $ — Interest bearing deposits 4,486,794 3,350,673 1,129,271 — Borrowings 1,359,121 — 1,347,385 — Subordinated notes 55,634 — 53,374 — Junior subordinated debentures issued to capital trusts 57,315 — 50,018 — Interest payable 7,853 — 7,853 — December 31, 2023 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 $ 526,515 $ 526,515 $ — $ — Interest–earning time deposits 2,205 — 2,190 — Investment securities, held to maturity 1,945,638 — 1,668,601 — Loans held for sale 1,418 — — 1,418 Loans, net 4,367,601 — — 4,072,568 Stock in FHLB 34,509 — 34,509 — Interest receivable 38,710 — 38,710 — Liabilities Non–interest bearing deposits $ 1,116,005 $ 1,116,005 $ — $ — Interest bearing deposits 4,548,888 3,369,149 1,171,452 — Borrowings 1,353,050 — 1,347,129 — Subordinated notes 55,543 — 53,283 — Junior subordinated debentures issued to capital trusts 57,258 — 50,063 — Interest payable 22,249 — 22,249 — 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) Note 12 – Accumulated Other Comprehensive Income (Loss) March 31, 2024 December 31, 2023 Unrealized gain (loss) on securities available for sale, net of tax $ ( 73,559 ) $ ( 69,018 ) Unamortized gain (loss) on securities held to maturity, previously transferred from AFS, net of tax 2,283 2,409 Total accumulated other comprehensive income (loss) $ ( 71,276 ) $ ( 66,609 ) Note 13 – 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, 2024 and December 31, 2023, 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 2024 that management believes have changed the Bank’s classification as well capitalized. There is no threshold for well capitalized status for bank holding companies. 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) Horizon and the Bank’s actual and required capital ratios as of March 31, 2024 and December 31, 2023 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, 2024 Total capital (to risk–weighted assets) (1) Consolidated $ 793,567 13.82 % $ 459,485 8.00 % $ 603,074 10.50 % N/A N/A Bank 721,018 12.59 % 458,163 8.00 % 601,338 10.50 % $ 572,703 10.00 % Tier 1 capital (to risk–weighted assets) (1) Consolidated 742,430 12.93 % 344,614 6.00 % 488,203 8.50 % N/A N/A Bank 669,881 11.70 % 343,622 6.00 % 486,798 8.50 % 458,163 8.00 % Common equity tier 1 capital (to risk–weighted assets) (1) Consolidated 625,700 10.89 % 258,460 4.50 % 402,049 7.00 % N/A N/A Bank 669,881 11.70 % 257,716 4.50 % 400,892 7.00 % 372,257 6.50 % Tier 1 capital (to average assets) (1) Consolidated 742,430 9.68 % 306,716 4.00 % 306,716 4.00 % N/A N/A Bank 669,881 8.63 % 310,592 4.00 % 310,592 4.00 % 388,240 5.00 % December 31, 2023 Total capital (to risk–weighted assets) (1) Consolidated $ 786,436 14.11 % $ 446,000 8.00 % $ 585,374 10.50 % N/A N/A Bank 714,402 12.87 % 444,147 8.00 % 582,943 10.50 % $ 555,184 10.00 % Tier 1 capital (to risk–weighted assets) (1) Consolidated 735,792 13.20 % 334,500 6.00 % 473,874 8.50 % N/A N/A Bank 663,758 11.96 % 333,111 6.00 % 471,907 8.50 % 444,147 8.00 % Common equity tier 1 capital (to risk–weighted assets) (1) Consolidated 619,153 11.11 % 250,875 4.50 % 390,250 7.00 % N/A N/A Bank 663,758 11.96 % 249,833 4.50 % 388,629 7.00 % 360,870 6.50 % Tier 1 capital (to average assets) (1) Consolidated 735,792 9.36 % 314,306 4.00 % 314,306 4.00 % N/A N/A Bank 663,758 8.41 % 315,550 4.00 % 315,550 4.00 % 394,438 5.00 % (1) As defined by regulatory agencies 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 14 – General Litigation As of April 20, 2023, a putative class action lawsuit entitled Chad Key, et al. v. Horizon Bancorp, Inc., et al., Case No. 1:23-cv-02961 (”Securities Action”) was filed against the Company and two of its officers in the U.S. District Court for the Eastern District of New York. The Securities Action asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 alleging, among other things, the Company made materially false and misleading statements and failed to disclose material adverse facts which allegedly resulted in harm to a putative class of purchasers of our securities from March 9, 2022 and March 10, 2023. As of (1) August 28, 2023, a lawsuit related to the Securities Action was filed by Sally Hundley, derivatively on behalf of the Company, against the Company, as nominal defendant, and 2 of the Company's officers and 10 of its directors and (2) August 31, 2023, a lawsuit also related to the Securities Action was filed by Aziz Chowdhury, derivatively on behalf of the Company, against the Company, as nominal defendant, and 2 of the Company's officers and 10 of its directors (the “Derivatives Actions”) in the U.S. District Court for the Eastern District of New York. The Derivative Actions allege, among other things, breach of the officers and directors' fiduciary duties. The Derivative Actions have been consolidated and stayed pending resolution of any motion to dismiss in the Securities Action. Based on our initial review of these actions, management believes that the Company has strong defenses to the claims and intends to vigorously defend against them. As of March 31, 2024, no liabilities related to the above matters were recorded because we have concluded such liabilities are not probable and the amounts of such liabilities are not reasonably estimable. In addition to the matters described above, from time to time, 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. 42 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, 2024 and 2023 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: • current financial conditions within the banking industry, including the effects of recent failures of other financial institutions, liquidity levels, and responses by the Federal Reserve, Department of the Treasury, and the Federal Deposit Insurance Corporation to address these issues; • changes in the level and volatility of interest rates, spreads on earning assets and interest bearing liabilities, and interest rate sensitivity; • the ability of the Company to remediate its material weaknesses in its internal control over financial reporting; • continuing increases in inflation; • loss of key Horizon personnel; • economic conditions and their impact on Horizon and its customers, including local and global economic recovery from the pandemic; • 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 interest rates on net interest rate margin and their impact on mortgage loan volumes and the outflow of deposits; • increases in disintermediation, as new technologies allow consumers to complete financial transactions without the assistance of banks, which may have been accelerated by the COVID–19 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; 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, 2024 and 2023 • 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 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-Ukraine and Israel-Hamas conflicts, 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 2023 Annual Report on Form 10–K, in Item 1A of Part II of this Quarterly Report on Form 10–Q, and in the subsequent reports we file with the SEC. Overview Horizon 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, and other affiliated entities. 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 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. 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, 2024 and 2023 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 2024 Highlights • Net interest margin increased to 2.50% compared to 2.43% in the linked quarter. Net interest income was $43.3 million compared to $42.3 million in the linked quarter. The net interest margin for the month ended March 31, 2024 was 2.53%. • Commercial loans grew 11.2% annualized in the quarter, including $22.8 million in new equipment finance production and a $52.0 million increase in other commercial loans. • Total loans were $4.62 billion at period end, increasing by 18.2% annualized during the quarter. Balances included the strategic deployment of excess liquidity into higher yielding and excellent credit quality residential mortgages of $94.7 million and consumer loans with credit protection of $59.1 million. • Cash totaled $271.1 million at period end, providing significant flexibility to drive future net interest margin growth through deployment into higher yielding assets throughout 2024. • Excellent asset quality with net charge-offs representing only 0.01% of average loans, as well as delinquent and non-performing loans representing 0.33% and 0.41%, respectively, at period end. The Company's first quarter credit loss expense of $805,000 was primarily attributable to loan growth and replacement of net charge-offs. • Stable deposit base with continued pricing discipline. Deposits totaled $5.58 billion at quarter end, compared to $5.66 billion on December 31, 2023. Modest outflows were primarily attributed to public fund certificates of deposits. • Solid fee income results, even with backdrop of lower BOLI income and mortgage seasonality. Expenses were well-managed in the quarter and at the lower end of guidance. Financial Summary For the Three Months Ended March 31, December 31, March 31, Net Interest Income and Net Interest Margin 2024 2023 2023 Net interest income $ 43,288 $ 42,257 $ 45,237 Net interest margin 2.50 % 2.43 % 2.67 % Adjusted net interest margin (See “Use of Non–GAAP Financial Measures”) 2.50 % 2.42 % 2.65 % For the Three Months Ended March 31, December 31, March 31, Asset Yields and Funding Costs 2024 2023 2023 Interest earning assets 4.82 % 4.69 % 4.17 % Interest bearing liabilities 2.84 % 2.74 % 1.85 % 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, 2024 and 2023 For the Three Months Ended Non–interest Income and Mortgage Banking Income March 31, December 31, March 31, 2024 2023 2023 Total non–interest income $ 9,929 $ (20,449) $ 9,620 Gain on sale of mortgage loans 626 951 785 Mortgage servicing income net of impairment or recovery 439 724 713 For the Three Months Ended March 31, December 31, March 31, Non–interest Expense 2024 2023 2023 Total non–interest expense $ 37,107 $ 39,330 $ 34,524 Annualized non–interest expense to average assets 1.90 % 1.98 % 1.79 % At or for the Three Months Ended Credit Quality March 31, December 31, March 31, 2024 2023 2023 Allowance for credit losses to total loans 1.09 % 1.13 % 1.17 % Non–performing loans to total loans 0.41 % 0.46 % 0.47 % Percent of net charge–offs to average loans outstanding for the period 0.01 % 0.02 % 0.01 % Allowance for March 31, Net Reserve December 31, Credit Losses 2024 1Q24 2023 Commercial $ 30,514 $ 778 $ 29,736 Retail Mortgage 2,655 152 2,503 Warehouse 659 178 481 Consumer 16,559 (750) 17,309 Allowance for Credit Losses (“ACL”) $ 50,387 358 $ 50,029 ACL/Total Loans 1.09 % 1.13 % Critical Accounting Policies The notes to the consolidated financial statements included in Item 8 of the Company’s 2023 Annual Report on Form 10–K 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 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, 2024 and 2023 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. 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, 2024, Horizon had core deposit intangibles of $12.8 million subject to amortization and $155.2 million of goodwill, which is not subject to amortization. Goodwill arising from 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 the interest rate environment, 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, 2024, it was more likely than not that the fair value exceeded its carrying values. Horizon will continue to monitor developments regarding the current banking environment, 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, 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, 2024 and 2023 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 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, 2024, Horizon’s total assets were $7.9 billion, a decrease of approximately $84.8 million compared to December 31, 2023. The decrease in total assets was primarily due to decreases in cash and due from banks of $255.4 million, investments held to maturity of $19.9 million and investments available for sale of $11.9 million offset by growth in net loans of $200.2 million. 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, 2024 and 2023 Investment securities were comprised of the following as of (dollars in thousands): March 31, 2024 December 31, 2023 Amortized Cost Fair Value Amortized Cost Fair Value Available for sale U.S. Treasury and federal agencies $ 71,943 $ 62,926 $ 72,938 $ 64,377 State and municipal 352,738 299,255 353,299 304,030 Federal agency collateralized mortgage obligations 3,819 3,450 3,931 3,580 Federal agency mortgage–backed pools 157,812 133,142 161,130 137,297 Corporate notes 42,119 36,546 43,317 37,967 Total available for sale investment securities $ 628,431 $ 535,319 $ 634,615 $ 547,251 Held to maturity U.S. Treasury and federal agencies $ 284,236 $ 241,037 $ 287,259 $ 245,960 State and municipal 1,078,388 911,630 1,088,499 939,361 Federal agency collateralized mortgage obligations 49,913 41,825 51,325 43,479 Federal agency mortgage–backed pools 319,181 268,852 323,649 275,028 Private labeled mortgage–backed pools 31,712 27,182 32,329 27,734 Corporate notes 162,453 137,327 162,734 137,196 Total held to maturity investment securities $ 1,925,883 $ 1,627,853 $ 1,945,795 $ 1,668,758 Investment securities available for sale decreased $11.9 million since December 31, 2023 to $535.3 million as of March 31, 2024 primarily due to principal repayments and the sale of certain securities and investment securities held to maturity decreased $19.9 million since December 31, 2023 to $1.9 billion as of March 31, 2024. This decrease in investments held to maturity was due to cash flows received during the first three months of 2023. Net loans increased $200.2 million since December 31, 2023 to $4.6 billion as of March 31, 2024. Commercial loans increased $74.8 million, consumer loans increased $13.3 million, residential mortgage loans increased $100.9 million and mortgage warehouse loans increased $11.5 million since December 31, 2023. Total deposits decreased $85.0 million since December 31, 2023 to $5.6 billion as of March 31, 2024, primarily due to a reduction municipal and other public depositors of approximately $148.8 million, offset by an increase in consumer and commercial balances of $61.2 million and $2.6 million, respectively during the first three months of 2023. Total borrowings increased slightly by $6.1 million to $1.4 billion as of March 31, 2024. Stockholders’ equity totaled $721.3 million at March 31, 2024 compared to $718.8 million at December 31, 2023. The increase in stockholders’ equity during the period was primarily due to the generation of net income, offset by a decrease in accumulated other comprehensive loss of $4.7 million as unrealized losses on available for sale securities increased to $93.1 million and the amount of dividends paid during the quarter. Book value per common share at March 31, 2024 increased to $16.49 compared to $16.47 at December 31, 2023. 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, 2024 and 2023 Results of Operations Overview Consolidated net income for the three–month period ended March 31, 2024 was $14.0 million, or $0.32 diluted earnings per share, compared to $18.2 million, or $0.42 diluted earnings per share for the same period in 2023. The decrease in net income for the three–month period ended March 31, 2024 when compared to the same prior year period reflects a decrease in net interest income of $1.9 million, an increase in credit loss expense of $563,000 and an increase in non–interest expense of $2.6 million, offset by an increase in non–interest income of $309,000 and a decrease in income tax expense of $549,000. 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, 2024 was $43.3 million, a decrease of $1.9 million from the $45.2 million earned during the same period in 2023. Yields on the Company’s interest earning assets increased by 65 basis points to 4.82% for the three months ended March 31, 2024 from 4.17% for the three months ended March 31, 2023. Interest income increased $13.5 million from $71.8 million for the three months ended March 31, 2023 to $85.3 million for the same period in 2024. The increase in interest income was due to higher yields earned on interest earning assets and an increase in average balances of interest earning assets of $92.3 million during the three months ended March 31, 2024. Interest income from acquisition–related purchase accounting adjustments was $13,000 for the three months ended March 31, 2024 compared to $367,000 for the same period in 2023. Rates paid on interest bearing liabilities increased by 99 basis points for the three–month period ended March 31, 2024 compared to the same period in 2023. Interest expense increased $15.4 million when compared to the three–month period ended March 31, 2023 to $42.0 million for the same period in 2024. This increase was due to higher rates paid on interest bearing liabilities. The cost of average interest bearing deposits increased 117 basis points while the cost of average borrowings increased 8 basis points. Average balances of interest bearing deposits decreased $2.1 million and average balances of borrowings increased $147.4 million for the three-month period ended March 31, 2024 when compared to the same period in 2023. The net interest margin decreased 17 basis points from 2.67% for the three–month period ended March 31, 2023 to 2.50% for the same period in 2024. The decrease in the margin for the three–month period ended March 31, 2024 compared to the same period in 2023 was due to an increase in the cost of interest bearing liabilities, offset by an increase in the yield on interest earning assets. Excluding the interest income recognized from the acquisition–related purchase accounting adjustments (“adjusted net interest margin”), the margin would have been 2.50% for the three-month period ended March 31, 2024 compared to 2.65% for the same period in 2023. (See the “Non–GAAP Reconciliation of Net Interest Margin” table below.) 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, 2024 and 2023 The following are the average balance sheets for the three months ended (dollars in thousands): Average Balance Sheets (Dollar Amount in Thousands, Unaudited) Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 Average Balance Interest Average Rate Average Balance Interest Average Rate Assets Interest earning assets Federal funds sold $ 322,058 $ 4,387 5.48 % $ 7,767 $ 83 4.33 % Interest earning deposits 9,025 110 4.90 % 8,780 70 3.23 % Investment securities – taxable 1,364,195 7,362 2.17 % 1,727,369 8,725 2.05 % Investment securities – non–taxable (1) 1,149,957 6,451 2.86 % 1,314,129 7,556 2.95 % Loans receivable (2) (3) 4,448,324 66,954 6.09 % 4,143,221 55,364 5.44 % Total interest earning assets 7,293,559 85,264 4.82 % 7,201,266 71,798 4.17 % Non–interest earning assets Cash and due from banks 105,795 103,563 Allowance for credit losses (49,960) (50,337) Other assets 486,652 576,614 Total average assets $ 7,836,046 $ 7,831,106 Liabilities and Stockholders’ Equity Interest bearing liabilities Interest bearing deposits $ 4,500,148 $ 27,990 2.50 % $ 4,502,199 $ 14,819 1.33 % Borrowings 1,200,728 10,904 3.65 % 1,053,317 9,268 3.57 % Repurchase agreements 138,052 1,026 2.99 % 138,749 503 1.47 % Subordinated notes 55,558 831 6.02 % 58,910 880 6.06 % Junior subordinated debentures issued to capital trusts 57,279 1,225 8.60 % 57,048 1,091 7.76 % Total interest bearing liabilities 5,951,765 41,976 2.84 % 5,810,223 26,561 1.85 % Non–interest bearing liabilities Demand deposits 1,077,183 1,255,697 Accrued interest payable and other liabilities 82,015 71,714 Stockholders’ equity 725,083 693,472 Total average liabilities and stockholders’ equity $ 7,836,046 $ 7,831,106 Net interest income/spread $ 43,288 1.98 % $ 45,237 2.32 % Net interest income as a percent of average interest earning assets (1) 2.50 % 2.67 % (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. 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, 2024 and 2023 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, 2024 and 2023 Rate/Volume Analysis The following table illustrates the impact of changes in the volume of interest earning assets and interest bearing liabilities and interest rates on net interest income for the periods indicated. Three Months Ended March 31, 2024 vs. Three Months Ended March 31, 2023 Total Change Change Due to Volume Change Due to Rate Interest Income Federal funds sold $ 4,304 $ 17,196 $ (12,892) Interest earning deposits 40 8 32 Investment securities – taxable (1,363) (7,785) 6,422 Investment securities – non–taxable (1,105) (4,721) 3,616 Loans receivable 11,590 17,359 (5,769) Total interest income $ 13,466 $ 22,057 $ (8,591) Interest Expense Interest bearing deposits $ 13,171 $ (27) $ 13,198 Borrowings 1,636 5,366 (3,730) Repurchase agreements 523 (10) 533 Subordinated notes (49) (202) 153 Junior subordinated debentures issued to capital trusts 134 18 116 Total interest expense 15,415 5,145 10,270 Net Interest Income $ (1,949) $ 16,912 $ (18,861) 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, 2024, credit loss expense for loans totaled $669,000 compared to $242,000 for the same period in 2023. During the three–month period ended March 31, 2024, commercial loan net recoveries were $57,000, residential mortgage loan net recoveries were $5,000 and consumer loan net charge–offs were $488,000. The ACL balance at March 31, 2024 was $50.4 million, or 1.09% of total loans compared to an ACL balance of $50.0 million at December 31, 2023 or 1.13% of total loans. The decrease in the ACL to total loans ratio was primarily due to the decrease in indirect consumer loans and continued favorable asset quality with non–performing loans at 0.41% of total loans at period end and net charge–offs to average loans represented 0.01% for the first quarter of 2024. As of March 31, 2024, non–performing loans totaled $19.2 million, reflecting a $1.1 million decrease from $20.3 million in non–performing loans as of December 31, 2023. Non–performing commercial loans decreased by $1.9 million, non–performing real estate loans increased by $667,000 and non–performing consumer loans increased by $94,000 at March 31, 2024 compared to December 31, 2023. Other Real Estate Owned (“OREO”) and repossessed assets totaled $1.2 million at March 31, 2024 compared to $1.4 million at December 31, 2023. 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, 2024 and 2023 Non–interest Income The following is a summary of changes in non–interest income for the three months ended March 31, 2024 and 2023 (table dollar amounts in thousands): Three Months Ended March 31, Amount Percent 2024 2023 Change Change Non–interest Income Service charges on deposit accounts $ 3,214 $ 3,028 $ 186 6.1 % Wire transfer fees 101 109 (8) (7.3) % Interchange fees 3,109 2,867 242 8.4 % Fiduciary activities 1,315 1,275 40 3.1 % Gain on sale of investment securities — (500) 500 (100.0) % Gain on sale of mortgage loans 626 785 (159) (20.3) % Mortgage servicing net of impairment 439 713 (274) (38.4) % Increase in cash surrender value of bank owned life insurance 298 981 (683) (69.6) % Other income 827 362 465 128.5 % Total non–interest income $ 9,929 $ 9,620 $ 309 3.2 % Total non–interest income was $309,000 higher during the first quarter of 2024 compared to the same period in 2023. Other income was $465,000 higher during the first quarter of 2024 compared to the same period of 2023. Interchange fees were $242,000 higher during the first quarter of 2024 when compared to the prior year period. The cash surrender value of bank owned life insurance decreased $683,000 during the first quarter of 2024 when compared to the same period in 2023 due to the surrender of several policies during the fourth quarter of 2023. Residential mortgage loan activity during the first quarter of 2024 generated $626,000 of income from the gain on sale of mortgage loans, down from $785,000 for the same period in 2023. Mortgage servicing income, net of impairment, decreased $274,000 during the first quarter of 2024 compared to the same period in 2023. 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, 2024 and 2023 Non–interest Expense The following is a summary of changes in non–interest expense for the three months ended March 31, 2024 and 2023 (table dollar amounts in thousands): Three Months Ended March 31, March 31, QTD QTD 2024 2023 $ Change % Change Non–interest Expense Salaries and employee benefits $ 20,268 $ 18,712 $ 1,556 8.3 % Net occupancy expenses 3,546 3,563 (17) (0.5) % Data processing 2,464 2,669 (205) (7.7) % Professional fees 607 533 74 13.9 % Outside services and consultants 3,359 2,717 642 23.6 % Loan expense 719 1,118 (399) (35.7) % FDIC deposit insurance 1,320 540 780 144.4 % Core deposit intangible amortization 872 903 (31) (3.4) % Other losses 16 221 (205) (92.8) % Other expenses 3,936 3,548 388 10.9 % Total non–interest expense $ 37,107 $ 34,524 $ 2,583 7.5 % Annualized Non–interest Exp. to Avg. Assets 1.90 % 1.79 % Total non–interest expense was $2.6 million higher during the first quarter of 2024 when compared to the first quarter of 2023 primarily due to increases in salaries and employee benefits expense of $1.6 million, FDIC deposit insurance of $780,000, outside services and consultants expense of $642,000 and other expenses of $388,000, offset by decreases in loan expense of $399,000, data processing of $205,000 and other losses of $205,000. Annualized non–interest expense to average assets was 1.90% for the three months ended March 31, 2024 compared to 1.79% for the same period in 2022. Income Taxes Income tax expense totaled $1.3 million for the first quarter of 2024, a decrease of $549,000 when compared to the first quarter of 2023 due to a decrease in income before taxes of $4.8 million. 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, 2024, in addition to liquidity available from the normal operating, funding, and investing activities of Horizon, the Bank had approximately $1.56 billion in unused credit lines with various money center banks, including the FHLB and the FRB Discount Window compared to $1.41 billion at December 31, 2023. The Bank had approximately $581.1 million of unpledged investment securities at March 31, 2024 compared to $601.7 million at December 31, 2023. 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, 2024 and 2023 Capital Resources The capital resources of Horizon and the Bank exceeded regulatory capital ratios for “well capitalized” banks at March 31, 2024. Stockholders’ equity totaled $721.3 million as of March 31, 2024, compared to $718.8 million as of December 31, 2023. For the three months ended March 31, 2024, the ratio of average stockholders’ equity to average assets was 9.25% compared to 8.97% for the twelve months ended December 31, 2023. The increase in stockholders’ equity during the period was due to net income generated during the period, offset by a decrease in accumulated other comprehensive income of $4.7 million and the amount of dividends paid. Horizon declared common stock dividends in the amount of $0.16 per share during the first three months of 2024 and $0.16 per share for the same period in 2023. The dividend payout ratio (dividends as a percent of basic earnings per share) was 50.0% and 38.1% for the first three months of 2024 and 2023, respectively. For additional information regarding dividends, see Horizon’s 2023 Annual Report on Form 10–K. 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, pre–tax pre–provision net income, net interest margin, tangible stockholders’ equity, tangible book value per share, efficiency ratio, the return on average assets, the return on average common equity, and the return on average tangible equity. 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 and swap termination fees, 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. 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, 2024 and 2023 Non–GAAP Reconciliation of Net Income (Dollars in Thousands, Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 Net income as reported $ 13,991 $ (25,215) $ 16,205 $ 18,763 $ 18,228 Gain on swap termination — — — (1,453) — Tax effect — — — 305 — Net income excluding gain on swap termination 13,991 (25,215) 16,205 17,615 18,228 (Gain)/loss on sale of investment securities — 31,572 — (20) 500 Tax effect — (6,630) — 4 (105) Tax valuation reserve — 5,201 — — — Net income excluding (gain)/loss on sale of investment securities 13,991 4,928 16,205 17,599 18,623 Extraordinary expenses — 705 — — — Tax effect — (148) — — — Net income excluding extraordinary expenses 13,991 5,485 16,205 17,599 18,623 BOLI tax expense and excise tax — 8,597 — — — Net income excluding BOLI tax expense and excise tax 13,991 14,082 16,205 17,599 18,623 Adjusted net income $ 13,991 $ 14,082 $ 16,205 $ 17,599 $ 18,623 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, 2024 and 2023 Non–GAAP Reconciliation of Diluted Earnings per Share (Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 Diluted earnings per share (“EPS”) as reported $ 0.32 $ (0.58) $ 0.37 $ 0.43 $ 0.42 Gain on swap termination — — — (0.03) — Tax effect — — — 0.01 — Diluted EPS excluding gain on swap termination 0.32 (0.58) 0.37 0.41 0.42 (Gain)/loss on sale of investment securities — 0.72 — — 0.01 Tax effect — (0.15) — — — Tax valuation reserve — 0.12 — — — Diluted EPS excluding (gain)/loss on investment securities 0.32 0.11 0.37 0.41 0.43 Extraordinary expenses — 0.02 — — — Tax effect — — — — — Diluted EPS excluding extraordinary expenses 0.32 0.13 0.37 0.41 0.43 BOLI tax expense and excise tax — 0.20 — — — Diluted EPS excluding BOLI tax expense and excise tax 0.32 0.33 0.37 0.41 0.43 Adjusted Diluted EPS $ 0.32 $ 0.33 $ 0.37 $ 0.41 $ 0.43 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, 2024 2023 2023 2023 2023 Pre–tax income $ 15,305 $ (18,796) $ 17,489 $ 20,215 $ 20,091 Credit loss expense (recovery) 805 1,274 263 680 242 Pre–tax, pre–provision net income $ 16,110 $ (17,522) $ 17,752 $ 20,895 $ 20,333 Pre–tax, pre–provision net income $ 16,110 $ (17,522) $ 17,752 $ 20,895 $ 20,333 Gain on swap termination — — — (1,453) — (Gain)/loss on sale of investment securities — 31,572 — (20) 500 Extraordinary expenses — 705 — — — Adjusted pre–tax, pre–provision net income $ 16,110 $ 14,755 $ 17,752 $ 19,422 $ 20,833 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, 2024 and 2023 Non–GAAP Reconciliation of Net Interest Margin (Dollars in Thousands, Unaudited) Three Months Ended March 31, December 31, September 30, June 30, March 31, 2024 2023 2023 2023 2023 Net interest income as reported $ 43,288 $ 42,257 $ 42,090 $ 46,160 $ 45,237 Average interest earning assets 7,293,559 7,239,034 7,286,611 7,212,640 7,201,266 Net interest income as a percentage of average interest earning assets (“Net Interest Margin”) 2.50 % 2.43 % 2.41 % 2.69 % 2.67 % Net interest income as reported $ 43,288 $ 42,257 $ 42,090 $ 46,160 $ 45,237 Acquisition–related purchase accounting adjustments (“PAUs”) (13) (175) (435) (651) (367) Gain on swap termination — — — (1,453) — Prepayment penalties on borrowings — — — — — Adjusted net interest income $ 43,275 $ 42,082 $ 41,655 $ 44,056 $ 44,870 Adjusted net interest margin 2.50 % 2.42 % 2.38 % 2.57 % 2.65 % 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, 2024 2023 2023 2023 2023 Total stockholders’ equity $ 721,250 $ 718,812 $ 693,369 $ 709,243 $ 702,559 Less: Intangible assets 167,965 168,837 169,741 170,644 171,547 Total tangible stockholders’ equity $ 553,285 $ 549,975 $ 523,628 $ 538,599 $ 531,012 Common shares outstanding 43,726,380 43,652,063 43,648,501 43,645,216 43,621,422 Book value per common share $ 16.49 $ 16.47 $ 15.89 $ 16.25 $ 16.11 Tangible book value per common share $ 12.65 $ 12.60 $ 12.00 $ 12.34 $ 12.17 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, 2024 and 2023 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, 2024 2023 2023 2023 2023 Non–interest expense as reported $ 37,107 $ 39,330 $ 36,168 $ 36,262 $ 34,524 Net interest income as reported 43,288 42,257 42,090 46,160 45,237 Non–interest income as reported $ 9,929 $ (20,449) $ 11,830 $ 10,997 $ 9,620 Non–interest expense/(Net interest income + Non–interest income) ("Efficiency Ratio") 69.73 % 180.35 % 67.08 % 63.44 % 62.93 % Non–interest expense as reported $ 37,107 $ 39,330 $ 36,168 $ 36,262 $ 34,524 Extraordinary expenses — (705) — — — Non–interest expense excluding acquisition expenses and DOL ESOP settlement expenses 37,107 38,625 36,168 36,262 34,524 Net interest income as reported 43,288 42,257 42,090 46,160 45,237 Gain on swap termination — — — (1,453) — Net interest income excluding gain on swap termination 43,288 42,257 42,090 44,707 45,237 Non–interest income as reported 9,929 (20,449) 11,830 10,997 9,620 (Gain)/loss on sale of investment securities — 31,572 — (20) 500 Non–interest income excluding (gain)/loss on sale of investment securities $ 9,929 $ 11,123 $ 11,830 $ 10,977 $ 10,120 Adjusted efficiency ratio 69.73 % 72.36 % 67.08 % 65.12 % 62.37 % 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, 2024 and 2023 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, 2024 2023 2023 2023 2023 Average assets $ 7,836,046 $ 7,880,816 $ 7,924,751 $ 7,840,026 $ 7,831,106 Return on average assets ("ROAA") as reported 0.72 % (1.27) % 0.81 % 0.96 % 0.94 % Gain on swap termination — — — (0.07) — Tax effect — — — 0.02 — ROAA excluding gain on swap termination 0.72 (1.27) 0.81 0.91 0.94 (Gain)/loss on sale of investment securities — 1.59 — — 0.03 Tax effect — (0.33) — — (0.01) Tax valuation reserve — 0.26 — — — ROAA excluding (gain)/loss on sale of investment securities 0.72 0.25 0.81 0.91 0.96 Extraordinary expenses — 0.04 — — — Tax effect — (0.01) — — — ROAA excluding extraordinary expenses 0.72 0.28 0.81 0.91 0.96 BOLI tax expense and excise tax — 0.43 — — — ROAA excluding BOLI tax expense and excise tax 0.72 0.71 0.81 0.91 0.96 Adjusted ROAA 0.72 % 0.71 % 0.81 % 0.91 % 0.96 % 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, 2024 and 2023 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, 2024 2023 2023 2023 2023 Average common equity $ 725,083 $ 702,793 $ 715,485 $ 710,953 $ 693,472 Return on average common equity ("ROACE") as reported 7.76 % (14.23) % 8.99 % 10.59 % 10.66 % Gain on swap termination — — — (0.82) — Tax effect — — — 0.17 — ROACE excluding gain on swap termination 7.76 (14.23) 8.99 9.94 10.66 (Gain)/loss on sale of investment securities — 17.82 — (0.01) 0.29 Tax effect — (3.74) — — (0.06) Tax valuation reserve — 2.94 — — — ROACE excluding (gain)/loss on sale of investment securities 7.76 2.79 8.99 9.93 10.89 Extraordinary expenses — 0.40 — — — Tax effect — (0.08) — — — ROACE excluding extraordinary expenses 7.76 3.11 8.99 9.93 10.89 BOLI tax expense and excise tax — 4.85 — — — ROACE excluding BOLI tax expense and excise tax 7.76 7.96 8.99 9.93 10.89 Adjusted ROACE 7.76 % 7.96 % 8.99 % 9.93 % 10.89 % 62 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES 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, 2024 2023 2023 2023 2023 Average common equity $ 725,083 $ 702,793 $ 715,485 $ 710,953 $ 693,472 Less: Average intangible assets 168,519 169,401 170,301 171,177 172,139 Average tangible equity $ 556,564 $ 533,392 $ 545,184 $ 539,776 $ 521,333 Return on average common equity ("ROATE") 10.11 % (18.76) % 11.79 % 13.94 % 14.18 % Gain on swap termination — — — (1.08) — Tax effect — — — 0.23 — ROATE excluding gain on swap termination 10.11 (18.76) 11.79 13.09 14.18 (Gain)/loss on sale of investment securities — 23.48 — (0.01) 0.39 Tax effect — (4.93) — — (0.08) Tax valuation reserve — 3.87 — — — ROATE excluding (gain)/loss on sale of investment securities 10.11 3.66 11.79 13.08 14.49 Extraordinary expenses — 0.52 — — — Tax effect — (0.11) — — — ROATE excluding extraordinary expenses 10.11 4.07 11.79 13.08 14.49 BOLI tax expense and excise tax — 6.39 — — — ROATE excluding BOLI tax expense and excise tax 10.11 10.46 11.79 13.08 14.49 Adjusted ROATE 10.11 % 10.46 % 11.79 % 13.08 % 14.49 % ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We refer you to Horizon's 2023 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 2023 Annual Report on Form 10–K. 63 ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Based on an evaluation of disclosure controls and procedures as of March 31, 2024, 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's 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 disclosures. 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, 2024, 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. 64 Table of Contents HORIZON BANCORP, INC. AND SUBSIDIARIES Part II – Other Information HORIZON BANCORP, INC. AND SUBSIDIARIES Part II – Other Information ITEM 1. LEGAL PROCEEDINGS As of April 20, 2023, a putative class action lawsuit entitled Chad Key, et al. v. Horizon Bancorp, Inc., et al., Case No. 1:23-cv-02961 (”Securities Action”) was filed against the Company and two of its officers in the U.S. District Court for the Eastern District of New York. The Securities Action asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 alleging, among other things, the Company made materially false and misleading statements and failed to disclose material adverse facts which allegedly resulted in harm to a putative class of purchasers of our securities from March 9, 2022 and March 10, 2023. As of (1) August 28, 2023, a lawsuit related to the Securities Action was filed by Sally Hundley, derivatively on behalf of the Company, against the Company, as nominal defendant, and 2 of the Company's officers and 10 of its directors and (2) August 31, 2023, a lawsuit also related to the Securities Action was filed by Aziz Chowdhury, derivatively on behalf of the Company, against the Company, as nominal defendant, and 2 of the Company's officers and 10 of its directors (the “Derivatives Actions”) in the U.S. District Court for the Eastern District of New York. The Derivative Actions allege, among other things, breach of the officers and directors' fiduciary duties. The Derivative Actions have been consolidated and stayed pending resolution of any motion to dismiss in the Securities Action. Based on our initial review of these actions, management believes that the Company has strong defenses to the claims and intends to vigorously defend against them. As of March 31, 2024, no liabilities related to the above matters were recorded because we have concluded such liabilities are not probable and the amounts of such liabilities are not reasonably estimable. In addition to the matters described above, from time to time, 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, 2023. 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 65 Table of Contents ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS (a) Exhibits Exhibit No. Description Location 31.1 Certification of Thomas M. Prame 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, 2024, has been formatted in Inline XBRL Within the Inline XBRL document 66 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 10, 2024 /s/ Thomas M. Prame Date Thomas M. Prame Chief Executive Officer May 10, 2024 /s/ Mark E. Secor Date Mark E. Secor Chief Financial Officer