What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 266 added, 225 removed, 1281 unchanged (28% of the section changed)

4 unchanged sentences

(Dollar Amounts in Thousands)

September 30,

2025 December 31,

1 unchanged sentence

Interest-bearing deposits in banks 381,860 201,131

Federal funds sold 2,024 —

Total cash and cash equivalents 458,255 293,431

Interest earning time deposits — 735

Investment securities, held for trading 598 —

Investment securities, available for sale 883,242 233,677

Investment securities, held to maturity (fair value of $ 0 and $ 1,566,268 )

1,819,087 1,867,690

Loans held for sale 1,921 67,597

22 unchanged sentences

Common stock, no par value, Authorized 99,000,000 shares

44,098,521 and 44,226,819 shares issued at June 30, 2025 and December 31, 2024, respectively

51,217,433 and 44,226,819 shares issued at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 458,734 363,761

3 unchanged sentences

Total liabilities and stockholders’ equity $ 6,712,497 $ 7,801,146

See notes to condensed consolidated financial statements

See accompanying Notes to Condensed Consolidated Financial Statements

HORIZON BANCORP, INC.

2 unchanged sentences

(Dollar Amounts in Thousands, Except Per Share Data)

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Interest Income

11 unchanged sentences

Net Interest Income 58,386 46,910 166,009 135,477

Credit loss expense 2,462 2,369 3,838 3,174

Credit loss (benefit) expense ( 3,572 ) 1,044 266 4,218

Net Interest Income after Provision for Credit Losses 61,958 45,866 165,743 131,259

Non-interest Income

Non-interest (Loss) Income

Service charges on deposit accounts 3,474 3,320 9,890 9,664

6 unchanged sentences

Increase in cash value of bank owned life insurance 379 349 1,060 965

Other income 1,049 380 8,313 1,207

Total non-interest income 10,920 10,485 27,419 20,414

Other income (loss) ( 6,558 ) 780 1,756 1,987

Total non-interest (loss) income ( 295,334 ) 11,511 ( 267,913 ) 31,925

Non-interest Expense

8 unchanged sentences

Merger related expense — — 305 —

Prepayment penalties 12,680 — 12,680 —

Other losses 131 297 605 828

2 unchanged sentences

Income Before Income Taxes ( 286,328 ) 18,105 ( 233,848 ) 49,283

Income tax expense 3,752 1,733 7,893 3,047

Net Income Available to Common Shareholders $ 20,644 $ 14,140 $ 44,587 $ 28,131

Income tax expense (benefit) ( 64,338 ) ( 75 ) ( 56,444 ) 2,972

Net Income (Loss) Available to Common Shareholders $ ( 221,990 ) $ 18,180 $ ( 177,404 ) $ 46,311

Basic Earnings Per Share $ ( 4.69 ) $ 0.42 $ ( 3.94 ) $ 1.06

Diluted Earnings Per Share $ ( 4.69 ) $ 0.41 $ ( 3.94 ) $ 1.05

See notes to condensed consolidated financial statements

See accompanying Notes to Condensed Consolidated Financial Statement

HORIZON BANCORP, INC.

2 unchanged sentences

(Dollar Amounts in Thousands)

Three Month Ended Six Months Ended

June 30, June 30,

Three Month Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Net Income $ 20,644 $ 14,140 $ 44,587 $ 28,131

Net Income (loss) $ ( 221,990 ) $ 18,180 $ ( 177,404 ) $ 46,311

Other Comprehensive Income (Loss)

6 unchanged sentences

Other Comprehensive Income (Loss), Net of Tax 2,128 16,304 2,026 8,928

Comprehensive Income $ 21,647 $ 11,431 $ 44,485 $ 20,755

See notes to condensed consolidated financial statements

Comprehensive Income (Loss) $ ( 219,862 ) $ 34,484 $ ( 175,378 ) $ 55,239

See accompanying Notes to Condensed Consolidated Financial Statements

HORIZON BANCORP, INC.

9 unchanged sentences

Income (Loss) Total

Balances, April 1, 2024 $ — $ — $ 356,599 $ 435,927 $ ( 71,276 ) $ 721,250

Balances, July 1, 2024 $ — $ — $ 357,673 $ 442,977 $ ( 73,985 ) $ 726,665

Net income — — — 18,180 — 18,180

Other comprehensive loss, net of tax — — — — ( 2,709 ) ( 2,709 )

Other comprehensive income, net of tax — — — — 16,304 16,304

Amortization of unearned compensation — — 853 — — 853

2 unchanged sentences

— — — ( 7,107 ) — ( 7,107 )

Balances, June 30, 2024 $ — $ — $ 357,673 $ 442,977 $ ( 73,985 ) $ 726,665

Balances, April 1, 2025 — — 360,522 452,945 ( 37,406 ) 776,061

Net income — — — 20,644 — 20,644

Balances, September 30, 2024 $ — $ — $ 358,453 $ 454,050 $ ( 57,681 ) $ 754,822

Balances, July 1, 2025 — — 360,759 466,496 ( 36,403 ) 790,852

Net loss — — — ( 221,990 ) — ( 221,990 )

Other comprehensive income, net of tax — — — — 2,128 2,128

1 unchanged sentence

Net settlement of share awards — — ( 292 ) — — ( 292 )

Issuance of common stock ( 7,138,050 shares), net of expenses

— — 97,950 — — 97,950

Cash dividends on common stock ($ 0.16 per share)

— — — ( 8,194 ) — ( 8,194 )

Balances, June 30, 2025 $ — $ — $ 360,758 $ 466,497 $ ( 36,403 ) $ 790,852

See notes to condensed consolidated financial statements

Balances, September 30, 2025 $ — $ — $ 458,734 $ 236,312 $ ( 34,275 ) $ 660,771

See accompanying Notes to Condensed Consolidated Financial Statements

HORIZON BANCORP, INC.

2 unchanged sentences

(Dollar Amounts in Thousands, Except Per Share Data)

Six Months Ended

Nine Months Ended

Stock Additional

5 unchanged sentences

Net income — — — 46,311 — 46,311

Other comprehensive loss, net of tax — — — — ( 7,376 ) ( 7,376 )

Other comprehensive income, net of tax — — — — 8,928 8,928

Amortization of unearned compensation — — 2,893 — — 2,893

2 unchanged sentences

— — — ( 21,282 ) — ( 21,282 )

Balances, June 30, 2024 $ — $ — $ 357,673 $ 442,977 $ ( 73,985 ) $ 726,665

Balances, September 30, 2024 $ — $ — $ 358,453 $ 454,050 $ ( 57,681 ) $ 754,822

Balances, January 1, 2025 — — 363,761 436,122 ( 36,301 ) 763,582

Net income — — — 44,587 — 44,587

Other comprehensive loss, net of tax — — — — ( 102 ) ( 102 )

Net loss — — — ( 177,404 ) — ( 177,404 )

Other comprehensive income, net of tax — — — — 2,026 2,026

Amortization of unearned compensation — — 1,164 — — 1,164

Net settlement of share awards — — ( 4,141 ) — — ( 4,141 )

Issuance of common stock ( 7,138,050 shares), net of expenses

— — 97,950 — — 97,950

Cash dividends on common stock ($ 0.48 per share)

— — — ( 22,406 ) — ( 22,406 )

Balances, June 30, 2025 $ — $ — $ 360,758 $ 466,497 $ ( 36,403 ) $ 790,852

Balances, September 30, 2025 $ — $ — $ 458,734 $ 236,312 $ ( 34,275 ) $ 660,771

HORIZON BANCORP, INC.

2 unchanged sentences

(Dollar Amounts in Thousands)

Six Months Ended

2025 June 30,

Nine Months Ended

September 30,

2025 September 30,

Operating Activities

Net income $ 44,587 $ 28,131

Net income (loss) $ ( 177,404 ) $ 46,311

Items not requiring (providing) cash

3 unchanged sentences

Amortization of mortgage servicing rights 1,555 1,435

Net amortization of premiums and discounts on securities 3,691 4,355

Net (accretion) amortization of premiums and discounts on securities ( 1,177 ) 6,496

Purchases of securities held for trading ( 598 ) —

Loss on sale of investment securities 299,538 —

Gain on sale of mortgage loans ( 3,503 ) ( 3,144 )

Gain on sale of portfolio loans ( 7,000 ) —

Loss on sale of portfolio loans 324 —

Proceeds from sales of loans 114,280 91,515

9 unchanged sentences

Investing Activities

Purchases of securities available for sale ( 583,455 ) —

Proceeds from sales of securities available for sale 1,409,870 —

11 unchanged sentences

Proceeds from bank owned life insurance 748 44,043

Net cash used in investing activities $ ( 14,476 ) $ ( 357,479 )

Net cash provided by (used in) investing activities $ 1,025,754 $ ( 322,430 )

Financing Activities

3 unchanged sentences

Net change in repurchase agreements ( 2,944 ) ( 13,631 )

Proceeds from issuance of subordinated notes 95,784 —

Net settlement of share awards ( 4,141 ) ( 840 )

Proceeds from issuance of common stock 97,950 —

Dividends paid on common stock ( 21,293 ) ( 21,282 )

5 unchanged sentences

Interest paid $ 106,222 $ 138,505

Income taxes paid 12,300 8,000

Transfer of loans to other real estate and repossessed assets 1,912 915

Transfer of held to maturity securities to available for sale 4,539 —

Cash dividends declared, not paid 7,090 —

HORIZON BANCORP, INC.

2 unchanged sentences

(Dollar Amounts in Thousands)

See notes to condensed consolidated financial statements

Income taxes paid 20,347 9,505

Transfer of loans to other real estate and repossessed assets 2,623 1,845

Transfer of held to maturity securities to available for sale 1,798,361 —

Transfer of LHI to HFS 191,485 —

Cash dividends declared, not paid 8,194 —

See accompanying Notes to Condensed Consolidated Financial Statements

HORIZON BANCORP, INC.

7 unchanged sentences

All inter–company balances and transactions have been eliminated.

The results of operations for the periods ended June 30, 2025 and June 30, 2024 are not necessarily indicative of the operating results for the full year of 2025 or 2024.

The results of operations for the periods ended September 30, 2025 and September 30, 2024 are not necessarily indicative of the operating results for the full year of 2025 or 2024.

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.

11 unchanged sentences

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 June 30, 2025 , Horizon had repurchased a total of 803,349 shares at an average price per share of $ 16.89 .

As of September 30, 2025 , 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.

5 unchanged sentences

The following table shows computation of basic and diluted earnings per share.

Three Months Ended Six Months Ended

(dollar amounts in thousands, except per share) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(dollar amounts in thousands, except per share) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Basic earnings per share

Net income $ 20,644 $ 14,140 $ 44,587 $ 28,131

Net income (loss) $ ( 221,990 ) $ 18,180 $ ( 177,404 ) $ 46,311

Weighted average common shares outstanding

10 unchanged sentences

Diluted Earnings per Share $ ( 4.69 ) $ 0.41 $ ( 3.94 ) $ 1.05

There were 190,772 and 89,728 shares for the three and six months ended June 30, 2025 which were not included in the computation of diluted earnings per share because they were non–dilutive.

There were 167,943 and 257,773 shares for the three and six months ended June 30, 2024 which were not included in the computation of diluted earnings per share because they were non–dilutive.

Due to the net loss for the three and nine months ended September 30, 2025, all potential common shares are non-dilutive and are therefore excluded from diluted earnings per share.

There were 87,012 and 87,012 shares for the three and nine months ended September 30, 2024 which were not included in the computation of diluted earnings per share because they were non–dilutive.

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Table Dollar Amounts in Thousands, Except Per Share Data)

Note 2 – Securities

The fair value of securities is as follows:

June 30, 2025

The fair value of available-for-sale securities is as follows.

September 30, 2025

Cost Allowance for Credit Losses Net Carrying Amount Gross

6 unchanged sentences

Total available for sale investment securities $ 926,083 $ ( 150 ) $ 925,933 $ 4,986 $ ( 47,677 ) $ 883,242

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Table Dollar Amounts in Thousands, Except Per Share Data)

June 30, 2025

September 30, 2025

Cost Allowance for Credit Losses Net Carrying Amount Gross

6 unchanged sentences

Total held to maturity investment securities $ — $ — $ — $ — $ — $ —

In August 2025, the Company reclassified its held-to-maturity investment portfolio, with a carrying value of $ 1.8 billion and unrealized loss of $ 282.6 million, to the available-for-sale portfolio as part of the Company's balance sheet repositioning.

Following the reclassification, the Company sold securities with a fair value of $ 1.4 billion, recognizing a pre-tax loss of $ 299.5 million upon sale.

The fair value of trading securities is as follows:

September 30, 2025 December 31, 2024

Held for Trading

Treasury, federal agencies, and government sponsored agencies $ 598 $ —

State and municipal — —

government agency mortgage-backed securities — —

Corporate notes — —

Total trading securities $ 598 $ —

For the three and nine-months ending September 30, 2025, the net gains (losses) on trading securities were determined to be immaterial to the consolidated financial statements.

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Table Dollar Amounts in Thousands, Except Per Share Data)

December 31, 2024

16 unchanged sentences

Held to maturity securities, net of allowance for credit losses $ 1,867,690

The amortized cost and fair value of securities available for sale and held to maturity at June 30, 2025 and December 31, 2024, by contractual maturity, are shown below.

Expected maturities will differ from contractual maturities because issuers

HORIZON BANCORP, INC.

2 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

may have the right to call or prepay obligations with or without call or prepayment penalties.

June 30, 2025 December 31, 2024

The amortized cost and fair value of securities available for sale and held to maturity at September 30, 2025 and December 31, 2024, 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.

September 30, 2025 December 31, 2024

Value Amortized

21 unchanged sentences

The following tables show the gross unrealized losses and the fair value of the Company’s available for sale investments in which an allowance for credit losses were not recorded, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

June 30, 2025

September 30, 2025

Less than 12 Months 12 Months or More Total

20 unchanged sentences

Certain investments in debt securities are reported in the consolidated financial statements at an amount less than their historical cost.

As of June 30, 2025 and December 31, 2024, the Company had 2,025 and 2,115 securities, respectively, with market values below their cost basis.

The total fair value of these investments at June 30, 2025 and December 31, 2024 remained consistent at $ 1.8 billion, which is approximately 86.0 % of the Company's available for sale and held to maturity securities portfolio.

As of September 30, 2025 and December 31, 2024, the Company had 801 and 2,115 securities, respectively, with market values below their cost basis.

The total fair value of these investments at September 30, 2025 and December 31, 2024 was $ 0.3 billion and $ 1.8 billion, which is approximately 36 % and 86 %, respectively, of the Company's available for sale, and held to maturity securities portfolio.

The Company determines credit losses on available-for-sale investment securities by a discounted cash flow approach using the security’s prepayment-adjusted effective interest rate.

5 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table details activity in the allowance for credit losses on available for sale debt securities during the three and six months ended June 30, 2025 and 2024.

Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

The following table details activity in the allowance for credit losses on available for sale debt securities during the three and nine months ended September 30, 2025 and 2024.

Three Months Ended Nine Months Ended

September 30, September 30, September 30, September 30,

2025 2024 2025 2024

3 unchanged sentences

Due to a specific issuer's deferral of principal and interest payments, the Company placed the security with a fair value of $ 2.9 million on non-accrual status and recorded a $ 150 thousand allowance for credit losses on certain corporate debt securities.

The Company did no t record an allowance as of the three and six months ended June 30, 2024, respectively.

Based on an evaluation of available evidence, management believes the unrealized losses on available for sale state and municipal securities, private labeled mortgage–backed pools and corporate notes, excluding certain securities disclosed above, were due to changes in interest rates.

9 unchanged sentences

With regard to obligations of states and municipal, private 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 June 30, 2025 and December 31, 2024, there were no past due principal and interest payments associated with these securities.

An allowance for credit loss of $ 142 thousand and $ 158 thousand was recorded on these securities based on applying the long-term historical rating agency credit loss rate for similarly rated securities at June 30, 2025 and December 31, 2024, respectively.

Historical loss rates associated with securities having similar grades as those in our portfolio have been insignifica nt.

As of September 30, 2025 and December 31, 2024, there were no past due principal and interest payments associated with these securities.

An allowance for credit loss of $ 0 and $ 158 thousand was recorded on these securities based on applying the long-term historical rating agency credit loss rate for similarly rated securities at September 30, 2025 a nd December 31, 2024, respectively.

On a quarterly basis, the Company refreshes the credit quality indicator of each held-to-maturity security.

1 unchanged sentence

For state and municipal securities where no rating is available from the NRSROs, a consistent internally-assigned rating methodology is applied.

The amortized cost of the state and municipal securities in the following tables subject to this methodology totaled $ 109.9 million as of June 30, 2025, and $ 125.0 million as of December 31, 2024.

The amortized cost of the state and municipal securities in the following tables subject to this methodology totaled $ 0 as of September 30, 2025, and $ 125.0 million as of December 31, 2024.

HORIZON BANCORP, INC.

3 unchanged sentences

The following table summarizes credit ratings of our held-to-maturity securities at amortized cost for the periods indicated:

June 30, 2025 AAA AA A BBB BB Not Rated Total

September 30, 2025 AAA AA A BBB BB Not Rated Total

Treasury, federal agencies, and government sponsored agencies $ — $ — $ — $ — $ — $ — $ —

11 unchanged sentences

Total $ 652,633 $ 982,987 $ 77,628 $ 86,329 $ 4,543 $ 63,728 $ 1,867,848

The following table details activity in the allowance for credit losses on held-to-maturity securities during the three and six months ended June 30, 2025 and 2024.

Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

The following table details activity in the allowance for credit losses on held-to-maturity securities during the three and nine months ended September 30, 2025 and 2024.

Three Months Ended Nine Months Ended

September 30, September 30, September 30, September 30,

2025 2024 2025 2024

2 unchanged sentences

Ending balance $ — $ 158 $ — $ 158

Accrued interest receivable on available for sale debt securities and held to maturity secur ities totaled $ 12.5 million at June 30, 2025 and $ 12.7 million at December 31, 2024 and is excluded from the estimate of credit losses.

Accrued interest receivable on available for sale debt securities and held to maturity secur ities totaled $ 5.1 million at September 30, 2025 and $ 12.7 million at December 31, 2024 and is excluded from the estimate of credit losses.

government sponsored entities and agencies and mortgage–backed securities are either explicitly or implicitly guaranteed by the U.S.

1 unchanged sentence

Therefore, for those securities, we do not record expected credit losses.

Information regarding securities proceeds, gross gains, and gross losses are presented below:

HORIZON BANCORP, INC.

2 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

Information regarding securities proceeds, gross gains, and gross losses are presented below:

Three Months Ended Nine Months Ended

September 30, September 30, September 30, September 30,

2025 2024 2025 2024

Sales of securities available for sale

Sales of available for sale securities

Proceeds $ 1,405,738 $ — $ 1,409,870 $ —

1 unchanged sentence

Gross losses ( 299,132 ) — ( 299,538 ) —

The tax benefit of the proceeds from the sale of securities available for sale was $ 0.1 million for the six months ended June 30, 2025 .

The Company pledges securities related to borrowings capacity at the Federal Reserve and Federal Home Loan Bank.

The following table represents the fair value and amortized costs of these pledged securities.

June 30, 2025 December 31, 2024

The tax benefit of the proceeds from the sale of securities available for sale was $ 62.9 million for the three and nine months ended September 30, 2025 .

The following table represents the fair value and amortized costs of pledged securities, excluding overnight repurchase agreements.

September 30, 2025 December 31, 2024

Fair Value Amortized Cost Fair Value Amortized Cost

Pledge securities for borrowing availability at the Federal Reserve $ 849,709 $ 1,042,168 $ 851,384 $ 1,032,916

Pledged securities for borrowing availability at the Federal Reserve $ — $ — $ 851,384 $ 1,032,916

Pledge securities for FHLB borrowings — — 279,136 333,613

Pledged securities for derivative instruments 27,660 27,391 0 0

Note 3 – Loans

18 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table presents outstanding loans held for investment by portfolio class, as of June 30, 2025 and December 31, 2024:

The following table presents outstanding loans held for investment by portfolio class, as of September 30, 2025 and December 31, 2024:

September 30,

2025 December 31,

15 unchanged sentences

Net loans $ 4,773,491 $ 4,795,060

Total loans include net unearned discounts and deferred loan costs of $ 11.9 million at June 30, 2025 and $ 14.9 million at December 31, 2024, respectively.

Total loans include net unearned discounts and deferred loan costs of $ 7.2 million at September 30, 2025 and $ 14.9 million at December 31, 2024, respectively.

HORIZON BANCORP, INC.

3 unchanged sentences

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 June 30, 2025:

June 30, 2025

The following table presents non–accrual loans and loans past due over 90 days still on accrual by class of loans at September 30, 2025:

September 30, 2025

Total Non-accrual Loans Past Due Over 90 Days Still Accruing Non-accruing Loans with no Allowance for Credit Losses

34 unchanged sentences

Total $ 25,792 $ 1,166 $ 3,636

There was no interest income recognized on non-accrual loans during the three and six months periods ended June 30, 2025 and 2024, respectively, while the loans were in non-accrual status.

The amount of accrued interest receivable written off by the Company by reversing interest income was not material during the three and six months periods ended June 30, 2025 and 2024, respectively.

There was no interest income recognized on non-accrual loans during the three and nine months periods ended September 30, 2025 and 2024, respectively, while the loans were in non-accrual status.

The amount of accrued interest receivable written off by the Company by reversing interest income was not material during the three and nine months periods ended September 30, 2025 and 2024, respectively.

HORIZON BANCORP, INC.

2 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table presents the payment status by class of loan at June 30, 2025:

June 30, 2025

The following table presents the payment status by class of loan at September 30, 2025:

September 30, 2025

Current 30-59 Days

42 unchanged sentences

Modified Loans

The following tables detail the amortized cost at June 30, 2025 of loans that were modified to borrowers experiencing financial difficulty during the three months ended June 30, 2025 and the amortized cost at June 30, 2024, of loans that were modified to borrowers experiencing financial difficulty during the three and six months periods ended June 30, 2024:

Three Months Ended June 30, 2025

The following tables detail the amortized cost at September 30, 2025 of loans that were modified to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2025 and the amortized cost at September 30, 2024, of loans that were modified to borrowers experiencing financial difficulty during the three and nine months periods ended September 30, 2024:

Three Months Ended September 30, 2025

Term Extension Interest Rate Reduction Other-Than-Insignificant Payment Delay Term Extension and Interest Rate Reduction Total % of Loans Held for Investment

8 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Term Extension Interest Rate Reduction Other-Than-Insignificant Payment Delay Term Extension and Interest Rate Reduction Total % of Loans Held for Investment

4 unchanged sentences

Total $ 3,398 $ — $ 4,062 $ 1,525 $ 8,985 0.19 %

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Term Extension Interest Rate Reduction Other-Than-Insignificant Payment Delay Term Extension and Interest Rate Reduction Total % of Loans Held for Investment

4 unchanged sentences

Total $ 3,149 $ — $ — $ — $ 3,149 0.07 %

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Term Extension Interest Rate Reduction Other-Than-Insignificant Payment Delay Term Extension and Interest Rate Reduction Total % of Loans Held for Investment

4 unchanged sentences

Total $ 7,911 $ — $ 651 $ 437 $ 8,999 0.19 %

The following tables summarize the financial impacts of loan modifications and payment deferrals, as applicable, during the three and six months periods ended June 30, 2025 and 2024:

The following tables summarize the financial impacts of loan modifications and payment deferrals, as applicable, during the three and nine months periods ended September 30, 2025 and 2024:

HORIZON BANCORP, INC.

2 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Weighted Average Term Extension (In Months) Weighted average interest rate reduction (In Percentage Terms) Weighted Average Payment Delay (In Months) Term Extension (In Months) & Rate Reduction (In Percentage Terms)

2 unchanged sentences

Development spec & land 0 — % 0 0

Commercial and industrial 10 — % — Weighted average term extension of 36 months & weighted average interest rate reduction of 1.73 %

Six Months Ended June 30, 2025

Commercial and industrial 7 — % 1 0

Nine Months Ended September 30, 2025

Weighted Average Term Extension (In Months) Weighted average interest rate reduction (Int Percentage Terms) Weighted Average Payment Delay (In Months) Term Extension (In Months) & Rate Reduction (In Percentage Terms)

3 unchanged sentences

Commercial and industrial 9 — % 6 Weighted average term extension of 36 months & weighted average interest rate reduction of 1.73 %

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

7 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

4 unchanged sentences

The financial impacts of the modifications did not significantly impact our determination of the allowance for credit losses during the periods presented above.

The following table presents the amortized cost basis at June 30, 2025 of loans to borrowers experiencing financial difficulty that had been modified within the previous 12 months:

June 30, 2025

The following table presents the amortized cost basis at September 30, 2025 of loans to borrowers experiencing financial difficulty that had been modified within the previous 12 months:

September 30, 2025

Current 30-89 Days Past Due 90 Days Past Due Total

4 unchanged sentences

Total $ 11,625 $ 919 $ — $ 12,544

The following table presents the amortized cost basis at June 30, 2024 of loans to borrowers experiencing financial difficulty that had been modified within the previous 12 months:

June 30, 2024

The following table presents the amortized cost basis at September 30, 2024 of loans to borrowers experiencing financial difficulty that had been modified within the previous 12 months:

September 30, 2024

Current 30-89 Days Past Due 90 Days Past Due Total

5 unchanged sentences

On an ongoing basis, we monitor the performance of all modified loans according to their modified terms.

The amortized cost of modified loans that had a payment default during the three and six months ended June 30, 2025, which were still in default at period end, and were within 12 months or less of being modified was not significant.

For the three and six months ended June 30, 2024, the Company had $ 0 and $ 0.3 million in payment defaults, respectively.

The amortized cost of modified loans that had a payment default during the three and nine months ended September 30, 2025, which were still in default at period end, and were within 12 months or less of being modified was $ 0.9 and $ 3.7 million respectively.

For the three and nine months ended September 30, 2024, the Company had $ — and $ 1.3 million in payment defaults, respectively.

HORIZON BANCORP, INC.

2 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

For purposes of the six months ended June 30, 2025 and June 30, 2024, the previously repo rted $ 2.8 millions and $ 1.2 million in defaulted receivables, respectively, were made current during the second quarter.

For purposes of this disclosure, the Company considers “default” to mean 30 days or more past due of contractual interest or principal.

5 unchanged sentences

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 June 30, 2025 and December 31, 2024.

June 30, 2025

September 30, 2025

Real Estate Accounts

7 unchanged sentences

$ 9,944 $ 2,359 $ — $ 12,303 $ 858

(1) Collateral dependent loans had a collateral fair value of $ 5.4 million at June 30, 2025

(1) Collateral dependent loans had a collateral fair value of $ 8.7 million at September 30, 2025

December 31, 2024

9 unchanged sentences

(1) Collateral dependent loans had a collateral fair value of $ 3.4 million at December 31, 2024

As of June 30, 2025, the Company had a carrying value of $ 1.1 million of repossessed assets.

As of June 30, 2025, the Company had a recorded net investment of $ 1.5 million o f consumer mortgage loans in which foreclosure proceedings have commenced.

As of September 30, 2025, the Company had a carrying value of $ 1.5 million of repossessed assets.

As of September 30, 2025, the Company had a recorded net investment of $ 0.3 million o f consumer mortgage loans in which foreclosure proceedings have commenced.

Repossessed assets are a component of other assets within the condensed consolidated balance sheet.

105 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following tables present loans by credit grades and origination year at June 30, 2025.

June 30, 2025 2025 2024 2023 2022 2021 Prior Revolving Term Loans Revolving

The following tables present loans by credit grades and origination year at September 30, 2025.

September 30, 2025 2025 2024 2023 2022 2021 Prior Revolving Term Loans Revolving

Owner occupied real estate

38 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

June 30, 2025 2025 2024 2023 2022 2021 Prior Revolving Term Loans Revolving

September 30, 2025 2025 2024 2023 2022 2021 Prior Revolving Term Loans Revolving

Residential mortgage

9 unchanged sentences

Total real estate $ 50,764 $ 72,241 $ 118,443 $ 149,216 $ 131,290 $ 235,388 $ 26,508 $ — $ 783,850

June 30, 2025 2025 2024 2023 2022 2021 Prior Revolving Term Loans Revolving

September 30, 2025 2025 2024 2023 2022 2021 Prior Revolving Term Loans Revolving

Direct installment

92 unchanged sentences

Total consumer $ 51,698 $ 153,058 $ 157,528 $ 60,289 $ 22,500 $ 22,968 $ 25,182 $ 472,752 $ 965,975

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 and nine months ended September 30, 2025 and 2024:

HORIZON BANCORP, INC.

2 unchanged sentences

(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 and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Commercial Real Estate Mortgage Warehouse Consumer Total

4 unchanged sentences

Balance, end of period $ 34,390 $ 3,082 $ — $ 12,706 $ 50,178

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Commercial Real Estate Mortgage Warehouse Consumer Total

4 unchanged sentences

Balance, end of period $ 32,854 $ 2,675 $ 862 $ 16,490 $ 52,881

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Commercial Real Estate Mortgage Warehouse Consumer Total

4 unchanged sentences

Balance, end of period $ 34,390 $ 3,082 $ — $ 12,706 $ 50,178

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Commercial Real Estate Mortgage Warehouse Consumer Total

4 unchanged sentences

Balance, end of period $ 32,854 $ 2,675 $ 862 $ 16,490 $ 52,881

The accrued interest receivable on our loan receivables is excluded from the allowance for credit loss estimate and is included in interest receivable on our consolidated balance sheets.

As of September 30, 2025 and December 31, 2024, the accrued interest on our loan portfolio was $ 22.9 million and $ 25.6 million, respectively.

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

HORIZON BANCORP, INC.

2 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

The accrued interest receivable on our loan receivables is excluded from the allowance for credit loss estimate and is included in interest receivable on our consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, the accrued interest on our loan portfolio was $ 26.3 million and $ 25.6 million, respectively.

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”).

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.

15 unchanged sentences

Three Months Ended

June 30, 2025 45382 June 30, 2024

September 30, 2025 September 30, 2024

Balance, beginning of period Credit loss expense (reversal) Ending balance Balance, beginning of period Credit loss expense (reversal) Ending balance

4 unchanged sentences

Total $ 2,312 $ ( 41 ) $ 2,271 $ 705 $ — $ 705

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Table Dollar Amounts in Thousands, Except Per Share Data)

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

Balance, beginning of period Credit loss expense (reversal) Ending balance Balance, beginning of period Credit loss expense (reversal) Ending balance

4 unchanged sentences

Total $ 2,149 $ 122 $ 2,271 $ 615 $ 90 $ 705

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(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 $ 1.41 billion and $ 1.44 billion at June 30, 2025 and December 31, 2024.

The unpaid principal balances of loans serviced for others totaled approximately $ 1.41 billion and $ 1.44 billion at September 30, 2025 and December 31, 2024.

Activity for mortgage servicing rights and the related impairment allowance were as follows:

Three Months Ended Six Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Three Months Ended Nine Months Ended

September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Mortgage servicing rights

11 unchanged sentences

Fair value, end of period 17,846 18,449 17,846 18,449

Fair value at June 30, 2025 was determined using a discounted cash flow analysis with the discount rates ranging from 8.5 % to 11.0 % and prepayment speeds ranging from 5.8 % to 12.5 %, depending on the stratification of the specific type.

Fair value at June 30, 2024 was determined using a discounted cash flow analysis with a discount rate of 11.0 % and prepayment speeds ranging from 6.0 % to 12.0 %, depending on the stratification of the specific type.

Fair value at September 30, 2025 was determined using a discounted cash flow analysis with the discount rates ranging from 8.5 % to 11.0 % and prepayment speeds ranging from 5.9 % to 12.1 %, depending on the stratification of the specific type.

Fair value at September 30, 2024 was determined using a discounted cash flow analysis with a discount rate of 11.0 % and prepayment speeds ranging from 6.0 % to 12.0 %, depending on the stratification of the specific type.

Note 6 – Goodwill

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Table Dollar Amounts in Thousands, Except Per Share Data)

The carrying amount of goodwill was $ 155.2 million as of June 30, 2025 and December 31, 2024, respectively.

There were no changes in the carrying amount of goodwill for the three months ended June 30, 2025 and 2024.

The carrying amount of goodwill was $ 155.2 million as of September 30, 2025 and December 31, 2024, respectively.

There were no changes in the carrying amount of goodwill for the three months ended September 30, 2025 and 2024.

Goodwill is assessed for impairment annually, or more frequently if events occur or circumstances change that indicate an impairment may exist.

2 unchanged sentences

Alternatively, a quantitative goodwill test can be performed without performing a qualitative assessment.

No goodwill impairment charges were recorded for the six months ended June 30, 2025 and 2024.

No goodwill impairment charges were recorded for the nine months ended September 30, 2025 and 2024.

Note 7 – Repurchase Agreements

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Table Dollar Amounts in Thousands, Except Per Share Data)

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.

2 unchanged sentences

The following tables show repurchase agreements accounted for as secured borrowings and the related securities, at fair value, pledged for repurchase agreements:

June 30, 2025

September 30, 2025

Remaining Contractual Maturity of the Agreements

15 unchanged sentences

Repurchase Agreements subject to offsetting arrangements —

Securities sold under agreements to repurchase are secured by securities with a carrying amount of $ 101.6 million and $ 96.8 million at June 30, 2025 and December 31, 2024, respectively.

Securities sold under agreements to repurchase are secured by securities with a carrying amount of $ 90.1 million and $ 96.8 million at September 30, 2025 and December 31, 2024, 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 “ 2030 Notes”).

The Notes mature on July 01, 2030 (the “Maturity Date”).

The 2030 Notes had a fixed interest rate of 5.625 % per annum until July 1, 2025 and a floating rate per annum equal to the Three–Month Term SOFR, plus 549 basis points, thereafter until the Maturity Date, with the floating rate interest payment period commencing on October 1, 2025.

As of July 1, 2025, the floating rate was 9.781 %.

During the third quarter of 2025, Horizon provided a notice of redemption to the holders of the 2030 Notes that Horizon would be redeeming the 2030 Notes, in full, on October 1, 2025.

Horizon redeemed the 2030 Notes, in full, on October 1, 2025 by using the net proceeds from the sale of the 2035 Notes, as described below and in Note 15 – Subsequent Events.

On August 29, 2025, Horizon completed the offering and sale of $ 100.0 million in aggregate principal amount of its 7.000 %

HORIZON BANCORP, INC.

2 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

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.

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.

Fixed-to-Floating Rate Subordinated Notes due 2035 (the “2035 Notes,” and collectively with the 2030 Notes, the “Notes”).

The 2035 Notes were issued by Horizon at a price equal to 100 % of their face amount.

Horizon used the net proceeds from the offering for general corporate purposes, including in support of the potential repositioning of its balance sheet, and to redeem approximately $ 56.5 million in aggregate principal amount of the 2030 Notes, which was completed on October 1, 2025 (See Note 15 - Subsequent Events).

The 2035 Notes will initially bear interest at a fixed interest rate of 7.000 % per annum until September 15, 2030, after which time the interest rate will reset quarterly to a floating rate equal to a benchmark rate, which is expected to be the then current three-month term Secured Overnight Financing Rate (SOFR) plus 360 basis points until the 2035 Notes' maturity on September 15, 2035.

The Notes are redeemable by Horizon, in whole or in part, on any interest payment date on or after September 15, 2030, and at any time upon the occurrence of certain events, 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 2035 Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

On December 8, 2023, Horizon cancelled $ 3.5 million of the $ 60.0 million in 2030 Notes at a price of 89.5 recording a gain of $ 368,000 .

The balance net of unamortized issuance costs of the Notes was $ 55.8 million and $ 55.7 million at June 30, 2025 and December 31, 2024, respectively.

Unamortized debt issuance costs were $ 0.7 million and $ 0.8 million at June 30, 2025 and December 31, 2024, respectively.

The total balance, net of unamortized issuance costs, of the Notes was $ 154.0 million and $ 55.7 million at September 30, 2025 and December 31, 2024, respectively.

Total unamortized debt issuance costs were $ 2.5 million and $ 0.8 million at September 30, 2025 and December 31, 2024, respectively.

Note 9 – Derivative Financial Instruments

Our hedging policy allows the use of interest rate derivative instruments to manage our exposure to interest rate risk or hedge specified assets and liabilities.

Our hedging policy allows the use of interest rate derivative instruments to manage our exposure to interest rate risk of specified assets and liabilities.

All derivative instruments are carried on the balance sheet at their estimated fair value and are recorded in other assets or other liabilities, as appropriate, and in the net change in each of these financial statement line items in the accompanying consolidated statement of cash flows.

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 previously entered into interest rate swap agreements on individual loans, converting the fixed rate loans to a variable rate.

The Company also previously entered into interest rate swap agreements on individual investment securities, converting the fixed rate security to a variable rate.

During the year ended December 31, 2024, the Company terminated the fair value hedges on loans and securities, recording a deferred gain of $ 2.3 million on the loan termination that will be accreted into interest income over the remaining life of the underlying loans, and a mark-to-market adjustment of $ 0.3 million that was recorded in non-interest income on the termination of the fair value hedges against investment securities.

The change in fair value of both the hedge instruments and the underlying loan and security agreements are recorded as gains or losses in non–interest income.

The fair value hedges are considered to be highly effective.

Fair value hedges are used to manage interest rate risk related to the underlying hedged items.

The Company utilizes fair value hedges and applies the portfolio layer method to hedge stated amounts within a closed portfolio of certain available-for-sale mortgage-backed debt securities.

As of September 30, 2025, and December 31, 2024, the amortized cost of closed portfolios of AFS debt securities using the portfolio layer method was $ 124.1 million and $ 0 million , respectively.

To mitigate the impact of interest rate fluctuations on fair value, the Company previously entered into interest rate swap agreements on individual loans, converting the fixed rate loans to a variable rate.

The Company also previously utilized fair value hedges to hedge investment securities, converting the fixed rate security to a variable rate.

During the year ended December 31, 2024, the Company terminated the fair value hedges on loans and securities, recording a deferred gain of $ 2.3 million on the loan termination that will be accreted into interest income over the remaining life of the underlying loans, and a mark-to-market adjustment of $ 0.3 million that was recorded in non-interest income upon termination of the fair value hedges on investment securities.

Changes to fair-value hedges on loans and the related loans are recorded as gains or losses in non–interest income.

Changes to fair value hedges on mortgage-backed securities are recorded in interest income.

The fair value hedges are considered highly effective.

Other Derivative Instruments

From time to time, the Company may enter into interest rate swaps that are not designated as hedging instruments.

These derivative contracts typically involve transactions in which the Company enters into an interest rate swap with a customer while simultaneously executing an offsetting interest rate swap with a third-party financial institution.

Under these arrangements, the Company agrees to pay interest to the customer on a notional amount at a variable rate and receives interest from the customer at a fixed rate.

Concurrently, the Company pays the same fixed rate to the third-party financial institution and receives the same variable rate on the same notional amount.

These interest rate derivative contracts allow our customers to effectively convert variable rate loans to fixed rate loans.

HORIZON BANCORP, INC.

2 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

Other Derivative Instruments

From time to time, we may enter into certain interest rate swaps that are not designated as hedging instruments.

These interest rate derivative contracts relate to transactions in which we enter into an interest rate swap with a customer while concurrently entering into an offsetting interest rate swap with a third-party financial institution.

We agree to pay interest to the customer on a notional amount at a variable rate and receive interest from the customer on a similar notional amount at a fixed interest rate.

At the same time, we agree to pay a third-party financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount.

These interest rate derivative contracts allow our customers to effectively convert a variable rate loan to a fixed rate loan.

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 June 30, 2025, 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 Company also 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 operations.

As of September 30, 2025, these derivatives are recorded at fair value and are not expected to have a significant impact on the Company's net income over the next 12 months.

Changes 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 our derivative financial instruments utilized by Horizon on a gross basis for the periods indicated.

Asset Derivatives Liability Derivatives

June 30, 2025 June 30, 2025

September 30, 2025 September 30, 2025

Value Notional

Derivatives designated as hedging instruments

Interest rate contracts – fair value hedges $ — $ — $ 124,093 $ 530

Total derivatives designated as hedging instruments — — 124,093 530

Derivatives not designated as hedging instruments

6 unchanged sentences

Total derivatives subject to enforceable master netting arrangements, net $ 473,000 $ 14,287 $ 483,254 $ 13,991

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Table Dollar Amounts in Thousands, Except Per Share Data)

Asset Derivatives Liability Derivatives

10 unchanged sentences

While the Company is party to master netting arrangements with most of its swap derivative counterparties, the Company has elected to not offset derivative assets and liabilities under these agreements on its consolidated balance sheets.

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Table Dollar Amounts in Thousands, Except Per Share Data)

Collateral exchanged between the Company and dealer bank counterparties is generally subject to thresholds and transfer minimums and usually consists of marketable securities.

At June 30, 2025, the Company pledged marketable securities as collateral with a carrying value of $ 5.5 million.

The effect of the derivative and the hedged item in fair value hedging relationships on the condensed consolidated statements of income for three and six month periods ended June 30, 2025 and June 30, 2024 is as follows:

At September 30, 2025, the Company pledged marketable securities as collateral with a carrying value of $ 27.7 million .

The effect of the derivative and the hedged item in fair value hedging relationships on the condensed consolidated statements of income for three and nine month periods ended September 30, 2025 and September 30, 2024 is as follows:

Location of gain

2 unchanged sentences

Three Months Ended

Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Derivatives designated as hedging instruments

4 unchanged sentences

Total $ 90 $ — $ 90 $ —

The effect of derivatives not designated as hedging instruments on the condensed consolidated statements of income for the three and six month periods ended June 30, 2025 and June 30, 2024 is as follows:

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Table Dollar Amounts in Thousands, Except Per Share Data)

The effect of derivatives not designated as hedging instruments on the condensed consolidated statements of income for the three and nine month periods ended September 30, 2025 and September 30, 2024 is as follows:

Location of gain

2 unchanged sentences

Three Months Ended

Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Derivative not designated as hedging relationship

2 unchanged sentences

Total $ ( 230 ) $ 354 $ 67 $ 215

The following tables summarize the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships.

Amortized Cost of Hedged Items Cumulative Hedge Accounting Basis Adjustments

September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

Available-for-Sale Debt Securities $ 125,367 $ — $ 530 $ —

HORIZON BANCORP, INC.

11 unchanged sentences

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 June 30, 2025.

There have been no significant changes in the valuation techniques during the period ended September 30, 2025.

For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

23 unchanged sentences

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:

June 30, 2025

September 30, 2025

Fair Value Quoted Prices in Active Markets

9 unchanged sentences

Equity securities 496 496 — —

Held for trading securities 598 — 598 —

Interest rate swap agreements asset 13,973 — 13,973 —

22 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(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):

3 unchanged sentences

(Level 2) Significant

June 30, 2025

September 30, 2025

Collateral dependent loans $ 10,842 $ — $ — $ 10,842

10 unchanged sentences

However, should these loans include adjustments for changes in loan characteristics based on unobservable inputs, the loans would then be classified within Level 3 of the fair value hierarchy.

As of June 30, 2025 and December 31, 2024, there were zero and $ 64.8 million loans transferred to held for sale on the accompanying Condensed Consolidated Balance Sheets, respectively.

As of September 30, 2025 and December 31, 2024, there were zero and $ 64.8 million loans transferred to held for sale on the accompanying Condensed Consolidated Balance Sheets, respectively.

The following table presents qualitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.

June 30, 2025

September 30, 2025

Value Valuation

19 unchanged sentences

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 June 30, 2025 and December 31, 2024.

The disclosed fair value estimates are limited to Horizon’s significant financial instruments at September 30, 2025 and December 31, 2024.

These include financial instruments recognized as assets and liabilities on the condensed consolidated balance sheets as well as certain off–balance sheet financial instruments.

22 unchanged sentences

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.

June 30, 2025

September 30, 2025

Amount Quoted Prices in

7 unchanged sentences

Cash and cash equivalents 458,255 458,255 — —

Investment securities, held to maturity 1,819,087 — 1,536,980 —

Loans held for sale 1,921 — — 1,921

35 unchanged sentences

Accumulated Other Comprehensive Income (Loss)

September 30,

2025 December 31,

1 unchanged sentence

Unamortized gain (loss) on securities held to maturity, previously transferred from AFS — 1,892

Unrealized loss on derivative instruments ( 549 ) —

Total accumulated other comprehensive income (loss) $ ( 34,275 ) $ ( 36,301 )

On August 22, 2025, the Company closed a public offering of 7,138,050 shares of its common stock, at a price to the public of $ 14.50 per share, which included 931,050 shares of the Company’s common stock granted pursuant to the underwriters’ option to purchase additional shares at the public offering price, less underwriting discounts.

This offering generated net proceeds of approximately $ 98.0 million after deducting the underwriting discounts and commissions and offering expenses payable by the Company.

Note 13 – Regulatory Capital

2 unchanged sentences

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

Failure to meet the

HORIZON BANCORP, INC.

2 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

with the Basel III–based regulations.

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.

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.

1 unchanged sentence

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 June 30, 2025 and December 31, 2024, 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 second quarter of 2025 that management believes have changed the Bank’s classification as well capitalized.

As of September 30, 2025 and December 31, 2024, 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 third quarter of 2025 that management believes have changed the Bank’s classification as well capitalized.

There is no threshold for well capitalized status for bank holding companies.

3 unchanged sentences

(Table Dollar Amounts in Thousands, Except Per Share Data)

The following table presents Horizon and the Bank’s actual and required capital ratios as of June 30, 2025 and December 31, 2024, as well as the revisions to Horizon's regulatory capital ratios to reflect the correction of the capital computations for the foregoing periods:

The following table presents Horizon and the Bank’s actual and required capital ratios as of September 30, 2025 and December 31, 2024, as well as the revisions to Horizon's regulatory capital ratios to reflect the correction of the capital computations for the foregoing periods:

Actual Required for Capital

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Amount Ratio Amount Ratio Amount Ratio Amount Ratio

June 30, 2025

September 30, 2025

Total capital (to risk-weighted assets) (1)

10 unchanged sentences

Bank 612,305 8.55 286,332 4.00 286,332 4.00 357,915 5.00

(1) As defined by regulatory agencies

Actual Required for Capital

35 unchanged sentences

The methodology for estimating the liability for unfunded loan commitments is consistent with the allowance for credit losses on loans.

The following table represents the commitments to extend credit and standby letters of credit as of June 30, 2025 and December 31, 2024 , respectively:

June 30, 2025 December 31, 2024

The following table represents the commitments to extend credit and standby letters of credit as of September 30, 2025 and December 31, 2024 , respectively:

September 30, 2025 December 31, 2024

Commitments to extend credit $ 1,165,657 $ 1,018,302

2 unchanged sentences

Note 15 - Subsequent Events

The Company does not have any reportable subsequent events from June 30, 2025 to the reporting date.

On October 01, 2025 (the “Redemption Date”), Horizon redeemed the entire $ 56.5 million aggregate outstanding principal amount of the 2030 Notes.

The 2030 Notes were redeemed pursuant to the terms of that certain Indenture, dated as of June 24, 2020, between Horizon and Wilmington Trust, National Association, as trustee, and the First Supplemental Indenture thereto dated as of June 24, 2020, at a redemption price equal to 100 % of the aggregate principal amount of the 2030 Notes, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Redemption Price”).

As provided in the notice of redemption, dated August 29, 2025, previously provided to the holders of the 2030 Notes, each such holder is entitled to receive the Redemption Price upon surrender of the 2030 Notes to the Trustee.

To complete the redemption, Horizon used the net proceeds from the issuance of the 2035 Notes that closed on August 29, 2025.

HORIZON BANCORP, INC.

2 unchanged sentences

And Results of Operations

For the Three and Six months ended June 30, 2025 and 2024

For the Three and Nine months ended September 30, 2025 and 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements