8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2020

HORIZON BANCORP, INC.

(Exact name of registrant as specified in its charter)

Indiana	000-10792	35-1562417
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

515 Franklin Street

Michigan City, IN 46360

(Address of principal executive offices, including zip code)

(219) 879-0211

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	HBNC	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 7.01 Regulation FD Disclosure

Horizon Bancorp, Inc. (the “Company” or “Horizon”) intends to present financial and other information to the Company’s shareholders at the Annual Meeting of Shareholders to be held on May 7, 2020. The slides for the presentation are attached as Exhibit 99.1 to this Current Report and are incorporated by reference into this Item 7.01.

This information is furnished pursuant to Item 7.01 of Form 8–K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The filing of this Current Report shall not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by reason of Regulation FD.

A cautionary note about forward–looking statements: This Current Report and the presentation materials may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon Bancorp, Inc. and its affiliates (collectively, “Horizon”). For these statements, Horizon claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in the presentation materials should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon’s reports filed with the Securities and Exchange Commission, including those described in Horizon’s Annual Report on Form 10-K. Further, statements about the effects of the COVID-19 pandemic on our business, operations, financial performance, and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable, and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties, and us. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Use of Non-GAAP Financial Measures: Certain information set forth in the presentation materials attached as Exhibit 99.1 refers to a financial measure determined by methods other than in accordance with GAAP. Specifically, we have included non-GAAP financial measures of net income and diluted earnings per share, as described in more detail in the presentation materials. Horizon believes that these non-GAAP financial measures are helpful to investors and provide a greater understanding of our business. The measures are not necessarily comparable to similar measures that may be presented by other companies, and they should not be considered in isolation or as a substitute for the related GAAP measure. A reconciliation of the non-GAAP measures to their GAAP counterparts is included in Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits
EXHIBIT INDEX
	Exhibit No.	Description	Location
	99.1	Slide Presentation for Annual Meeting of Shareholders on May 7, 2020	Attached
	104	Cover Page Interactive Data File (Embedded within the Inline XBRL document)	Within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 7, 2020	HORIZON BANCORP, INC.
		By:	/s/ Mark E. Secor
			Mark E. Secor,
			Executive Vice President & Chief Financial Officer

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EX-99.1

A NASDAQ Traded Company - Symbol HBNC May 7, 2020

Forward-looking Statements 2

Directors Standing for Election James B. Dworkin Daniel F. Hopp Mr. Dworkin is the Chancellor Emeritus Mr. Hopp retired in June 2011 as Senior of Purdue University North Central. He Vice President, Corporate Affairs, and has over 42 years of experience in General Counsel of Whirlpool Corporation, a education and has a business school Fortune 500 company located within background and a Ph.D. in Industrial Horizon’s market area. He has a law degree Relations. He currently serves as a and has over 26 years’ experience working Professor of Management at the with a publicly traded corporation. He has Krannert School of Management at served on Horizon’s Board of Directors since Purdue University. He has served on 2005 and on the Board of Directors of Horizon’s Board of Directors since 2003 Horizon Bank since 2004. He has served as and on the Board of Directors of Horizon the Lead Director of Horizon’s Board of Bank since 2002. Directors since July 1, 2013. Michele M. Magnuson Steven W. Reed Ms. Magnuson is the former President Mr. Reed is a partner with the firm of BGBC and Chief Financial Officer and a Partners, LLP, an Indianapolis full service director of both LaPorte Bancorp, Inc. accounting, and business consulting firm. and its wholly owned banking subsidiary Additionally, Mr. Reed holds the appellations The LaPorte Savings Bank, an Indiana- “Accredited in Business Valuation (ABV)” chartered savings bank. Ms. Magnuson and “Certified in Financial Forensics (CFF).” has served on both Horizon’s and Mr. Reed has served on the Board of Horizon Bank’s Board of Directors since Directors of Horizon since 2014 and Horizon her appointment in July 2016. Bank since 2012. 3

Horizon’s Response to the COVID-19 Emergency 4

Thank You for Your Continued Support A NASDAQ Traded Company - Symbol HBNC May 7, 2020