What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-08-11 · 129 added, 109 removed, 394 unchanged (38% of the section changed)

14 unchanged sentences

• current financial conditions within the banking industry;

• the impact of continued partial shutdown of the U.S.

• changes in the level and volatility of interest rates, spreads on earning assets and interest bearing liabilities, and interest rate sensitivity;

8 unchanged sentences

• estimates of fair value of certain of Horizon’s assets and liabilities;

• volatility and disruption in financial markets;

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

• volatility and disruption in financial markets;

• changes in prepayment speeds, loan originations, credit losses and market values, collateral securing loans and other assets;

24 unchanged sentences

Management has identified as critical accounting policies the allowance for credit losses, goodwill and intangible assets, mortgage servicing rights, hedge accounting and valuation measurements.

For additional information regarding critical accounting estimates, see Note 1 – Nature of Operations and Summary of Significant Accounting Policies included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

There have been no material changes in the Company’s application of critical accounting estimates since December 31, 2024.

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

December 31, 2024.

There have been no material changes in the Company’s application of critical accounting estimates since December 31, 2024.

Results of Operations

Net income increased $6.5 million to $20.6 million, or $0.47 per diluted share, during the three months ended June 30, 2025 when compared to $14.1 million, or $0.32 per diluted share, for the s ame period in 2024.

The increase in net income from the prior year period reflects an increase in interest income of $4.5 million, a decrease of in interest expense of $5.6 million and an increase in non-interest income of $0.4 million.

The increase was partially offset by an increase in non-interest expense of $1.9 million and an increase in tax expense of $2.0 million.

Net income increased $16.5 million to $44.6 million, or $1.01 per diluted share, during the six months ended June 30, 2025 when compared to $28.1 million, or $0.64 per share, for the same period in 2024 .

The increase from the year ago period was primarily a result of a decrease in interest expense of $10.6 million, an increase in interest income of $8.4 million and an increase in non-interest income of $7.0 million.

The increase was partially offset by an increase in non-interest expense of $4.1 million.

Net Income decreased $240.2 million, to a net loss of $222.0 million, or $(4.69) per diluted share, during the three months ended September 30, 2025 when compared to net income of $18.2 million, or $0.41 per diluted share, for the s ame period in 2024.

The decrease in net income when compared with the prior year period reflects a decrease in non-interest income of $306.8 million, of which $299.1 million related to a loss on sale of investment securities, and an increase in non-interest expense of $13.7 million, primarily owed to prepayment penalties on the redemption of borrowings.

The decrease was partially offset by an increase in interest income of $1.9 million, a decrease of in interest expense of $9.5 million and an decrease in tax expense of $64.3 million.

Net Income decreased $223.7 million, to a net loss of $177.4 million, or $(3.94) per diluted share, during the nine months ended September 30, 2025, compared to net income of $46.3 million, or $1.05 per share, for the same period in 2024 .

The decrease from the year ago period was primarily a result of a decrease in non-interest income of $299.8 million, of which $299.5 million related to a loss on sale of investment securities, and an increase in non-interest expense of $17.8 million primarily related to the prepayment penalties, partially offset by a decrease in interest expense of $20.2 million, an increase in interest income of $10.4 million and a decrease in tax expense of $59.4 million, to a net credit of $56.4 million.

Net Interest Income

Net interest income increased $10.1 million, or 22.3% during the three months ended June 30, 2025 , to $55.4 million, when compared to the same period in 2024.

While average earning assets decreased, the reported net FTE interest margin 1 increased by 59 basis points, to 3.23% for the three months ended June 30, 2025 compared to the prior year period, attributable to the favorable mix shift in both average interest earning assets toward higher-yielding loans, and the funding mix toward lower cost deposit liabilities.

Additionally, loan yields have expanded while deposit costs have declined when compared with the comparable year ago period.

Interest accretion from the fair value of acquired loans did not contribute significantly to the first quarter net interest income, or net FTE interest margin 1 .

Net interest income increased $19.1 million during the six months ended June 30, 2025, to $107.6 million when compared to the same period in 2024.

While average earning asset balances declined slightly, the reported net FTE interest margin 1 increased by 57 basis points, to 3.14% for the six months ended June 30, 2025 when compared to the prior year period.

Net interest income increased $11.5 million, or 24.5% during the three months ended September 30, 2025 , to $58.4 million, when compared to the same period in 2024.

While average earning assets decreased, the reported net FTE interest margin 1 increased by 86 basis points, to 3.52% for the three months ended September 30, 2025 compared to the prior year period, attributable to the favorable mix shift in both average interest earning assets toward higher-yielding loans, and the funding mix toward lower cost deposit liabilities.

Additionally, loan and securities yields have expanded while deposit costs have declined when compared with the comparable year ago period.

Interest accretion from the fair value of acquired loans did not contribute significantly to net interest income, or net FTE interest margin 1 , in either comparable period.

Net interest income increased $30.5 million during the nine months ended September 30, 2025 , to $166.0 million when compared to the same period in 2024.

While average earning asset balances declined, the reported net FTE interest margin 1 increased by 66 basis points, to 3.26% for the nine months ended September 30, 2025 when compared to the prior year period.

The primary driver of the increase in net interest income compared with the prior year period is attributable to the favorable mix shift in both average interest earning assets toward higher-yielding loans, and the funding mix toward lower cost deposit liabilities.

Additionally, loan yields have expanded while deposit costs have declined when compared with the comparable year ago period.

Additionally, loan and securities yields have expanded while deposit costs have declined when compared with the comparable year ago period.

1 Non-GAAP financial metric.

4 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

Following are the average balance sheets for the three months ended (dollars in thousands):

2 unchanged sentences

Three Months Ended

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Interest earning assets

54 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

Following are the average balance sheets for the six months ended (dollars in thousands):

1 unchanged sentence

(Dollars in Thousands, Unaudited)

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

Interest earning assets

54 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

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 June 30, 2025 vs.

Three Months Ended June 30, 2024 Six Months Ended June 30, 2025 vs.

Six Months Ended June 30, 2024

Three Months Ended September 30, 2025 vs.

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2025 vs.

Nine Months Ended September 30, 2024

Change Change

22 unchanged sentences

Non-Interest Income

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

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

(Dollars in Thousands) 2025 2024 $ Change % Change 2025 2024 $ Change % Change

Non-interest Income

Non-interest (Loss) Income

Service charges on deposit accounts $ 3,474 $ 3,320 $ 154 5 % $ 9,890 $ 9,664 $ 226 2 %

6 unchanged sentences

Increase in cash value of bank owned life insurance 379 349 30 9 % 1,060 965 95 10 %

Other income 1,049 380 669 176 % 8,313 1,207 7,106 589 %

Total non-interest income $ 10,920 $ 10,485 $ 435 4 % $ 27,419 $ 20,414 $ 7,005 34 %

Total non-interest income increased $0.4 million for the three months ended June 30, 2025 compared to the same period in 2024 and increased $7.0 million for the six months ended June 30, 2025 compared to the same period in 2024.

The primary components of the change were as follows:

Other income (loss) (6,558) 780 (7,338) (941) % 1,756 1,987 (231) (12) %

Total non-interest (loss) income $ (295,334) $ 11,511 $ (306,845) (2666) % $ (267,913) $ 31,925 $ (299,838) (939) %

Total non-interest income decreased $306.8 million, to a net loss of $295.3 million for the three months ended September 30, 2025 compared to the same period in 2024 and decreased $299.8 million, to a net loss of $267.9 million for the nine

HORIZON BANCORP, INC.

2 unchanged sentences

And Results of Operations

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

Interchange fees decreased $0.4 million, or 11.1%, for the three months ended June 30, 2025 compared to the same period in 2024, and decreased by $0.3 million, or 4.2%, for the six months ended June 30, 2025, as compared to the same periods in 2024.

The decrease was primarily driven by decreases in merchant and debit card fees.

Gain on sale of mortgage loans increased by $0.3 million, or 36.1%, for the three months ended June 30, 2025 compared to the same period in 2024, and increased by $0.8 million for the six months ended June 30, 2025, as compared to the same periods in 2024.

The increase was primarily driven by higher volumes of sold loans.

Mortgage servicing income net of impairment decreased by $0.1 million, or 14.5%, for the six months ended June 30, 2025, as compared to the same periods in 2024.

The decrease was primarily driven by a decrease in servicing fees due lower balances of loans services for others, and modestly higher levels of amortization expense on the asset balance of mortgage servicing rights.

Other income, which includes various miscellaneous income items as well as fair market value adjustments to certain other assets, increased by $7.1 million during the six months ended June 30, 2025 primarily due to the gain on sale of the Company's mortgage warehouse business to an unrelated third party in the first quarter of 2025, which resulted in a pre-tax gain of $7.0 million .

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

months ended September 30, 2025 compared to the same period in 2024.

The primary components of the change were as follows:

Loss on sale of investment securities increased by $299.1 million for the three months ended September 30, 2025 compared to zero in the comparable period in 2024, and a increased by $299.5 million for the nine months ended September 30, 2025 compared to zero in the comparable period in 2024.

The increase was primarily due to the sale of investment securities during the third quarter of 2025 related to the Company's balance sheet repositioning efforts.

Other income, which includes various miscellaneous income items as well as fair market value adjustments to certain other assets, decreased by $7.3 million, to a loss of $6.6 million for the three months ended September 30, 2025, compared to the same period in 2024.

The decrease was primarily related to the pre-tax loss of $7.7 million on the sale of the Company's Indirect Auto portfolio related to the balance sheet repositioning efforts.

Other income for the nine months ended September 30, 2025 included the pre-tax gain of $7.0 million on the sale of the Company's mortgage warehouse business in the first quarter of 2025.

Gain on sale of mortgage loans decreased by $0.4 million for the three months ended September 30, 2025 compared to the same period in 2024, driven lower realized gain-on-sale margins, and increased by $0.4 million for the nine months ended September 30, 2025, as compared to the same periods in 2024, driven by the increased volume of sold loans.

Non-Interest Expense

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

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

(Dollars in Thousands) 2025 2024 $ Change % Change 2025 2024 $ Change % Change

9 unchanged sentences

Merger related expense — — — — % 305 — 305 100 %

Prepayment penalties 12,680 — 12,680 100 % 12,680 — 12,680 100 %

Other losses 131 297 (166) (56) % 605 828 (223) (27) %

1 unchanged sentence

Total non-interest expense $ 52,952 $ 39,272 $ 13,680 35 % $ 131,678 $ 113,901 $ 17,777 16 %

Non-interest expense increased $1.9 million for the three months ended June 30, 2025 compared to the same period in 2024.

Non-interest expense increased $4.1 million for the six months ended June 30, 2025 compared to the same period in 2024, the primary components of the change were as follows:

Salaries and employee benefits expense increased by $2.1 million for the three months ended June 30, 2025 when compared to the same period a year ago.

Salaries and employee benefits expense increased by $4.3 million for the six months ended June 30, 2025 compared to the same period in 2024.

T he increase is partially attributable to growth in salary expense related to ongoing hiring efforts in revenue generating roles in commercial lending, equipment finance and treasury management.

Additionally, the prior comparable period benefited from a favorable expense adjustment on a legacy compensation program that was terminated in the fourth quarter of 2024.

Non-interest expense increased $13.7 million for the three months ended September 30, 2025 compared to the same period in 2024.

Non-interest expense increased $17.8 million for the nine months ended September 30, 2025 compared to the same period in 2024, the primary components of the change were as follows:

Prepayment penalties increased $12.7 million for the three and nine months ended September 30, 2025 when compared to the same period in 2024.

The increase was driven by a $12.7 million prepayment penalty related to the payoff of $700 million in FHLB advances during the quarter as part of the Company's balance sheet repositioning.

Salaries and employee benefits expense increased by $0.9 million for the three months ended September 30, 2025 when compared to the same period a year ago.

Salaries and employee benefits expense increased by $5.2 million for the nine

HORIZON BANCORP, INC.

2 unchanged sentences

And Results of Operations

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

Other expenses, which includes corporate and other service expenses, decreased by $0.6 million for the three months ended June 30, 2025 when compared to the same period a year ago and $1.6 million for the six months ended June 30, 2025 compared to the same period in 2024.

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

months ended September 30, 2025 compared to the same period in 2024.

T he increase is partially attributable to growth in salary expense related to ongoing hiring efforts in revenue generating roles in commercial lending, equipment finance and treasury management, and higher incentive compensation accruals.

Additionally, the prior comparable period benefited from a favorable expense adjustment on a legacy compensation program that was terminated in the fourth quarter of 2024.

Other expenses, which includes corporate and other service expenses, decreased by $0.3 million for the three months ended September 30, 2025 when compared to the same period a year ago and $1.9 million for the nine months ended September 30, 2025 compared to the same period in 2024.

This decrease was partially due to decreases in marketing and advertising expenses.

Provision and Allowance for Credit Losses

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

Allowance for Credit Losses on Loans

14 unchanged sentences

Horizon assesses the adequacy of its Allowance for Credit Losses (“ACL”) by regularly reviewing the performance of its loan portfolio against various economic backdrops, which periodically change.

During the three months ended June 30, 2025, the Company recorded a provision for credit losses on loans of $2.0 million.

During the three months ended September 30, 2025, the Company recorded a benefit for credit losses on loans of $3.4 million.

This compares to a provision for credit losses on loans of $1.0 million compared to the same period in 2024.

The decrease in the provision for credit losses on loans when compared to the year ago period was primarily attributable to a decrease in specific reserves related to the sale of the mortgage warehouse portfolio and payoffs of specific loans.

The provision for credit losses in total was $2.5 million for three months ended June 30, 2025 compared to $2.4 million for the same period in 2024.

The increase to the total provision is driven by an increase in provision for credit losses on unfunded lending commitments of $0.4 million and an increase in provision for credit losses on AFS securities of $0.2 million for three months ended June 30, 2025 compared to the same period in 2024, respectively.

For the three months ended June 30, 2025, net loan charge-offs decreased by $0.3 million to $0.3 million, compared to $0.6 million during the same period in 2024.

The decrease in charge-offs was primarily due to decreases in the consumer portfolio, and partially as a result of the run-off of the indirect auto portfolio.

The Company’s allowance for credit losses as a percentage of period-end loans HFI was 1.09% at June 30, 2025, compared to 1.08% at June 30, 2024.

As of June 30, 2025, the liability for unfunded lending commitments was $2.3 million compared to $0.7 million as of June 30, 2024.

The Company’s income tax expense for the three months ended June 30, 2025 was $3.8 million compared to $1.7 million for the same period in 2024, resulting in effective tax rates of 15.4% and 10.9%, respectively.

The Company’s income tax

The decrease in the provision for credit losses on loans when compared to the year ago period was primarily attributable to the release of approximately $3.1 million in total Allowance against the sold portion of the indirect auto portfolio, and well as the continued improvement in the Company's historical loss metrics.

The benefit for credit losses in total was $3.6 million for three months ended September 30, 2025 compared to a provision for credit losses of $1.0 million for the same period in 2024.

The total provision, other than loans, benefitted from the release of the $0.2 million reserve against the previous Held-To-Maturity investment portfolio for three months ended September 30, 2025.

For the three months ended September 30, 2025, net loan charge-offs increased by $0.5 million to $0.8 million, compared to $0.4 million during the same period in 2024.

The increase in charge-offs was primarily due to increases in charge-offs in the commercial portfolio.

The Company’s allowance for credit losses as a percentage of period-end loans HFI was 1.04% at September 30, 2025, compared to 1.10% at September 30, 2024.

As of September 30, 2025, the liability for unfunded lending commitments was $2.3 million compared to $0.7 million as of September 30, 2024.

HORIZON BANCORP, INC.

2 unchanged sentences

And Results of Operations

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

expense for the six months ended June 30, 2025 was $7.9 million compared to $3.0 million for the same period in 2024, resulting in effective tax rates of 15.0% and 9.8%, respectively.

The increase in the effective tax rate for the comparative periods was primarily due to expectations of higher pre-tax income in 2025 as compared to 2024 , causing tax preferential items to have a less favorable impact, and the Company's decision to discontinue further investment in certain tax credit structures.

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

The Company’s income tax benefit for the three months ended September 30, 2025 was $64.3 million compared to $0.1 million for the same period in 2024.

The Company’s income tax benefit for the nine months ended September 30, 2025 was $56.4 million compared to a tax expense of $3.0 million for the same period in 2024.

The net credit position for the three and nine months ended September 30, 2025 is attributable to the pre-tax loss generated from the Company's balance sheet repositioning efforts in the third quarter of 2025.

The effective income tax rates differed from the U.S.

1 unchanged sentence

Financial Condition

Total assets decreased by $149.1 million, or 1.9%, as of June 30, 2025, from $7.8 billion as of December 31, 2024.

The decrease in total assets is primarily due to decreases in cash and cash equivalents of $155.5 million, or 53.0%, to $137.9 million as of June 30, 2025, and a decrease in loans held for sale of $64.6 million, to $3.0 million as a result of the Company's sale of its mortgage warehouse business.

The decrease was partially offset by increase in loans HFI of $136.1 million or 2.8% to $4.9 billion.

Total investment securities decreased $50.3 million, or 2.4%, to $2.1 billion as of June 30, 2025 when compared to balances as of December 31, 2024.

The decrease is primarily a result of amortization and maturities, as well as the sale of one corporate debt security in the first quarter.

There were no purchases of investment securities during the six months ended June 30, 2025.

Total loans HFI increased to $4.9 billion as of June 30, 2025 compared to $4.8 billion as of December 31, 2024, led by organic commercial loan growth of $220.5 million.

Total assets decreased by $1.1 billion, or 14.0%, as of September 30, 2025, from $7.8 billion as of December 31, 2024.

The decrease in total assets is primarily due to the Company's balance sheet repositioning efforts, which resulted in a decrease in total investment securities of $1.2 billion and a decrease in loans held for investment of $21.6 million.

Additionally, the decrease is related to a decrease in loans held for sale of $65.7 million, to $1.9 million as a result of the Company's sale of its mortgage warehouse business in the first quarter of 2025.

The decrease was partially offset by an increase in cash and cash equivalents of $164.8 million, or 56.2%, to $458.3 million as of September 30, 2025.

Total investment securities decreased $1.2 billion, or 58.0%, to $0.9 billion as of September 30, 2025 when compared to balances as of December 31, 2024.

During the quarter, the Company moved its entire held to maturity securities portfolio to available for sale, sold approximately $1.7 billion in book value and reinvested approximately $580 million of the proceeds in the available for sale portfolio, resulting in a net increase in available for sale securities of $649.6 million as of September 30, 2025.

Total loans HFI decreased $23.4 million to $4.8 billion as of September 30, 2025 compared to balances as of December 31, 2024, due to the continued run-off of consumer balances and the sale of approximately $176 million of the Company's indirect auto portfolio during the third quarter of 2025.

The decrease was partially offset by organic commercial loan growth of $278.4 million.

The company continues to maintain a balanced growth profile across various geographies, products and industries, and holds a diverse lending portfolio consisting primarily of commercial real estate, consumer, residential and commercial and industrial portfolios.

Total deposit balances increased by $99.1 million, or 1.8%, to $5.7 billion as of June 30, 2025 when compared to balances as of December 31, 2024, driven by growth in non-interest-bearing and time deposit balances, partially offset by declines in other interest-bearing balances.

Total deposit balances decreased by $79.8 million, or 1.4%, to $5.5 billion as of September 30, 2025 when compared to balances as of December 31, 2024.

The decrease was driven by the ongoing balance sheet repositioning efforts, which led to a decline of approximately $275 million in high-cost transactional deposit balances during the third quarter of 2025, which were partially offset by growth non-interest bearing balances, commercial interest-bearing balances and time deposit balances.

The Company maintains a granular and tenured deposit base, with a continued focus on core commercial and consumer deposit gathering.

Total borrowings decreased by $256.8 million, or 20.8%, to $975.4 million as of June 30, 2025 when compared to balances as of December 31, 2024, primarily related to repayment of a portion of Federal Home Loan Bank advances.

Total borrowings decreased by $985.1 million, or 79.9%, to $247.2 million as of September 30, 2025 when compared to balances as of December 31, 2024.

The decrease is due to the payoff of $700 million in FHLB advances related to the balance sheet repositioning and additional de-leveraging activities during the first quarter of 2025.

Subordinated notes balances increased by $98.3 million to $154.0 million as of September 30, 2025 when compared to balances as of December 31, 2024.

The increase is due to the Company's $100.0 million offering, which closed on August 29, 2025.

Subsequent to quarter end, on October 1, 2025, the Company redeemed the remaining $56.5 million subordinated note issuance previously outstanding (See Note 15 - Subsequent events).

Other assets balances increased by $73.6 million to $226.2 million as of September 30, 2025, when compared to balances as of December 31, 2024.

The increase is due to a $66.4 million increase in taxes receivable, due to the net loss generated

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

by the balance sheet repositioning activities in the third quarter, and an increase of $9.8 million in security receivables, related to the timing of the settlements of the security sales during the third quarter.

The increase was partially offset by fluctuations in the remaining other assets balances.

HORIZON BANCORP, INC.

AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition

And Results of Operations

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

Investment securities are comprised of the following as of (dollars in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Value Amortized

13 unchanged sentences

Total held to maturity investment securities $ — $ — $ 1,867,848 $ 1,566,268

Investment securities available for sale decreased $1.7 million since December 31, 2024 to $232.0 million and securities held to maturity, net of the allowance for credit losses, decreased $48.6 million since December 31, 2024 to $1.8 billion as of June 30, 2025.

The decrease in total investments was primarily due to normal maturities and amortization of investment securities.

There were no purchases of investment securities during the six months ended June 30, 2025.

Investment securities available for sale increased $649.6 million since December 31, 2024 to $883.2 million and securities held to maturity, net of the allowance for credit losses, decreased $1.9 billion when compared to balances as of December 31, 2024 to zero as of September 30, 2025.

Credit Quality

The ACL balance at June 30, 2025 was $54.4 million, or 1.09% of period-end loans HFI compared to an ACL balance of $52.0 million at December 31, 2024 or 1.07% of loans HFI.

The increase in the ACL was primarily due to the growth in commercial loans and a modestly less favorable baseline economic outlook.

As of June 30, 2025, total non-accrual loans decreased by $1.5 million, or 5.8%, from December 31, 2024, to 0.49% of total loans HFI.

The ACL balance at September 30, 2025 was $50.2 million, or 1.04% of period-end loans HFI compared to an ACL balance of $52.0 million at December 31, 2024 or 1.07% of loans HFI.

The decrease in the ACL was primarily attributable to the release of approximately $3.1 million in total Allowance against the sold portion of the Indirect Auto portfolio.

Additionally, the Provision benefitted from continued improvement in the Company's historical loss metrics.

These favorable items were partially offset by net growth in Commercial Loans HFI and a modest increase in specific reserves.

As of September 30, 2025, total non-accrual loans increased by $3.6 million, or 13.8%, from December 31, 2024 , to 0.61% of total loans HFI.

Total non-performing assets increased $8.3 million, or 30%, from December 31, 2024 , to 0.53% of total asset s.

During the six months ended June 30, 2025, net charge-offs were $1.1 million , or 5 basis points annualized of average loans in the period, a change from $0.9 million , or 4 basis point annualized of average loans in the year ago comparable period.

During the nine months ended September 30, 2025, net charge-offs were $2.0 million , or 5 basis points annualized of average loans in the period, a change from $0.9 million , or 4 basis point annualized of average loans in the year ago comparable period.

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

Credit Quality

1 unchanged sentence

Quarter Ended

June 30, December 31,

September 30, December 31,

Non-accrual loans

28 unchanged sentences

Allowance for credit losses to non-performing loans 162.04 % 192.82 %

(1) Other non-performing assets consist of available for sale debt security placed on non-accrual status

(1) Other non-performing assets consist of a single available for sale security placed on non-accrual status in the third quarter of 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

The Bank maintains a stable base of core deposits provided by long–standing relationships with individuals and local businesses.

1 unchanged sentence

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 June 30, 2025, in addition to liquidity available from the normal operating, funding, and investing activities of Horizon, the Bank had approximately $1.75 billion in unused credit lines with various money center banks, including the FHLB and the FRB Discount Window compared to $1.70 billion at December 31, 2024.

The cash flows from the operating, investing and financing activities of the Company resulted in a net decrease in cash, cash equivalents and restricted cash of $155.5 million during the six months ended June 30, 2025, as reported in the consolidated statements of cash flows in this report.

Operating activities, consisting mainly of net income adjusted for certain non-cash items, provided cash flow of $34.7 million and have historically been a stable source of funds.

Investing activities, which occur mainly in the loan and investment securities portfolios, used cash of $14.5 million mainly due to growth in the loan portfolio, which used cash of $122.9 million.

Financing activities used cash of $175.8 million, largely resulting from the repayment of long-term borrowings of $632.0 million and $14.2 million in dividends paid on common stock during the first six months of 2025.

At September 30, 2025, in addition to liquidity available from the normal operating, funding, and investing activities of Horizon, the Bank had approximately $1.52 billion in unused credit lines with various money center banks, including the FHLB and the FRB Discount Window compared to $1.70 billion at December 31, 2024.

The cash flows from the operating, investing and financing activities of the Company resulted in a net increase in cash, cash equivalents and restricted cash of $164.8 million during the nine months ended September 30, 2025, as reported in the consolidated statements of cash flows in this report.

Operating activities, consisting mainly of net loss adjusted for certain non-cash items, provided cash flow of $45.7 million and have historically been a stable source of funds.

Investing activities, which occur mainly in the loan and investment securities portfolios, provided cash of $1.0 billion mainly due to the balance sheet repositioning of the securities portfolio, which provided proceeds from sales of AFS securities of $1.4 billion, partially offset by purchases of AFS securities of $583.5 million.

Financing activities used cash of $906.6 million, largely resulting from the repayment of long-term borrowings of $1.1 billion and $21.3 million in dividends paid on common stock, partially offset by proceeds from issuance of common stock of $98.0 million and proceeds from issuance of subordinated debt of $95.8 million during the nine months ended September 30, 2025.

Capital Resources

The capital resources of Horizon and the Bank exceeded regulatory capital ratios for “well capitalized” banks at June 30, 2025.

Stockholders’ equity totaled $790.9 million as of June 30, 2025, compared to $763.6 million as of December 31, 2024.

The increase in stockholders’ equity during the period was due to an increase in retained earnings, driven by higher net income during the period, which is primarily offset by cash dividend payments on outstanding common stock.

As of June 30, 2025, the ratio of total stockholders’ equity to total assets is 10.34%.

Book value per common share was $18.06, increasing $0.59 compared to December 31, 2024.

Tangible common equity 1 totaled $627.0 million at June 30, 2025, and the ratio of tangible common equity to tangible assets 1 was 8.37% at June 30, 2025.

Tangible book value, which excludes intangible assets from total equity, per common share 1 was $14.32, increasing $0.64 compared to December 31, 2024.

Horizon declared common stock dividends in the amount of $0.16 per share during the three months ended June 30, 2025 and $0.16 per share for the same period in 2024.

The dividend payout ratio (dividends as a percent of basic earnings per share) was 31.37% and 50.00% for the six months ended June 30, 2025 and 2024, respectively.

The capital resources of Horizon and the Bank exceeded regulatory capital ratios for “well capitalized” banks at September 30, 2025.

Stockholders’ equity totaled $660.8 million as of September 30, 2025, compared to $763.6 million as of December 31, 2024.

The decrease in stockholders’ equity during the period was due to a decrease in retained earnings related to the third quarter balance sheet repositioning activities and cash dividend payments on outstanding common stock, partially offset by an increase in additional paid-in-capital from the proceeds of the Company's third quarter common stock offering.

As of September 30, 2025, the ratio of total stockholders’ equity to total assets is 9.84%.

Book value per common share was $12.96, decreasing $4.50 compared to December 31, 2024 .

Tangible common equity 1 totaled $497.7 million at September 30, 2025, and the ratio of tangible common equity to tangible assets 1 was 7.60% at September 30, 2025.

Tangible book value, which excludes intangible assets from total equity, per common share 1 was $9.76, decreasing $3.92 compared to December 31, 2024 .

Horizon declared common stock dividends in the amount of $0.16 per share during the three months ended September 30, 2025 and $0.16 per share for the same period in 2024.

The dividend payout ratio (dividends as a percent of basic earnings per share) was (12.18)% and 38.47% for the nine months ended September 30, 2025 and 2024, respectively.

For additional information regarding dividends, see Horizon’s 2024 Annual Report on Form 10–K.

5 unchanged sentences

And Results of Operations

For the six months ended June 30, 2025 and 2024

For the nine months ended September 30, 2025 and 2024

Use of Non-GAAP Financial Measures

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(Dollars in Thousands, Unaudited)

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 (GAAP) (A) $ 92,836 $ 90,888 $ 273,489 $ 172,246

20 unchanged sentences

And Results of Operations

For the six months ended June 30, 2025 and 2024

For the nine months ended September 30, 2025 and 2024

Non–GAAP Reconciliation of Tangible Common Equity to Tangible Assets

1 unchanged sentence

Three Months Ended

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Total stockholders' equity (GAAP) (A) $ 660,771 $ 754,822

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Three Months Ended

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Total stockholders' equity (GAAP) (A) $ 660,771 $ 754,822

6 unchanged sentences

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 2. Management’s Discussion and Analysis