Form 8-K - Current report

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): December 17, 2024
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, Indiana		46360
(Address of principal executive offices)		(Zip Code)
[phone]
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):

☐	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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 17, 2024, the Board of Directors (the “Board”) of Horizon Bancorp, Inc. (“Horizon” or the “Company”) adopted the Horizon Bancorp Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) to be effective as of January 1, 2025.  The Deferred Compensation Plan amends and restates, in its entirety, the Horizon Bancorp 2005 Supplemental Executive Retirement Plan, as amended (the “SERP”) and makes conforming amendments to supporting agreements.  The Deferred Compensation Plan will be administered by the Compensation Committee of the Board.

 

Similar to the original SERP, only certain members of management and highly compensated employees of Horizon and its affiliates, including Horizon Bank, are eligible to participate in the Deferred Compensation Plan.  The plan is intended to provide eligible participants with supplemental retirement benefits to help recompense those employees for benefits reduced under the Company’s tax-qualified retirement plan due to benefit limits imposed by the Internal Revenue Code (the “Code”) and to permit the deferral of additional compensation.

An eligible participant in the Deferred Compensation Plan may elect to defer a percentage of the participant’s total cash compensation each year, with the maximum deferral percentage limited to 90% of the participant’s base salary and 90% of the participant’s performance-based bonus.  Each year, the Compensation Committee also may elect to have Horizon match the amounts deferred by each participant.  Participant accounts will be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Compensation Committee and elected by the participant.  Horizon common shares will not be an investment alternative under the Deferred Compensation Plan.  Participant accounts will be distributed upon a separation from service, death, or disability.  A participant may also elect to receive an in-service distribution, as well as a lump sum distribution if the participant experiences an unforeseeable emergency.  A change in control is not a qualifying distribution event.

The foregoing description of the Deferred Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Deferred Compensation Plan, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Amounts credited to the SERP will continue to be held in the SERP.  However, new participants will no longer be accepted into the SERP.  The accounts of each participant in the SERP as of January 1, 2025 will continued to be credited and will receive interest credits as set forth therein, and the accounts will be paid out according to the terms of the SERP and each participant’s distribution elections.  Horizon common shares will no longer be an investment alternative under the SERP.  All other rights, limitations, and restrictions in the SERP will continue to apply to each participant’s account thereunder.

Forward Looking Statements

This report may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of 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 this report should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the SEC.  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.

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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: current financial conditions within the banking industry; changes in the level and volatility of interest rates, changes in spreads on earning assets and changes in interest bearing liabilities; increased interest rate sensitivity; the aggregate effects of elevated inflation levels in recent years; loss of key Horizon personnel; increases in disintermediation; potential loss of fee income, including interchange fees, as new and emerging alternative payment platforms take a greater market share of the payment systems; estimates of fair value of certain of Horizon’s assets and liabilities; changes in prepayment speeds, loan originations, credit losses, market values, collateral securing loans and other assets; changes in sources of liquidity; macroeconomic conditions and their impact on Horizon and its customers; legislative and regulatory actions and reforms; changes in accounting policies or procedures as may be adopted and required by regulatory agencies; litigation, regulatory enforcement, and legal compliance risk and costs; rapid technological developments and changes; cyber terrorism and data security breaches; the rising costs of cybersecurity; the ability of the U.S. federal government to manage federal debt limits; climate change and social justice initiatives; the inability to realize cost savings or revenues or to effectively implement integration plans and other consequences associated with mergers, acquisitions, and divestitures; acts of terrorism, war and global conflicts, such as the Russia and Ukraine conflict and the Israel and Hamas conflict; and supply chain disruptions and delays.  These and additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Horizon’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s website (www.sec.gov).  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.

Item 9.01   Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.		Description
10.1		Horizon Bancorp Nonqualified Deferred Compensation Plan.
104		Cover Page Interactive Data File (embedded 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: December 20, 2024	HORIZON BANCORP, INC.
	By	/s/ John R. Stewart
		John R. Stewart, CFA
		Executive Vice President & Chief Financial Officer

Exhibit 10.1

NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement. Nothing set forth in this agreement or related documents may be taken or relied upon as legal, tax, investment, or accounting advice, nor as any investment recommendation. You should consult with appropriate counsel or other advisors on all matters pertaining to legal, tax, or accounting obligations and requirements.

Principal Life Insurance Company, Raleigh, NC 27612

A member of the Principal Financial Group®

THE NONQUALIFIED DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT

THIS AGREEMENT is the adoption of the Nonqualified Deferred Compensation Plan ("Plan") by Horizon Bancorp (the "Company") with an EIN of 35-1562417.

W I T N E S S E T H:

WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan for members of a select group of management or highly compensated employees and under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) or independent contractors; and

WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to Section 409A; and

WHEREAS, the Company has been advised by Principal Life Insurance Company (“the Recordkeeper”) to obtain legal and tax advice from its professional advisors before adopting the Plan,

NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:

ARTICLE I

Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Company hereby represents and warrants that the Plan has been adopted by the Company upon proper authorization and the Company hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Company hereby agrees to be bound by the terms of the Plan.

ARTICLE II

The Company hereby makes the following designations or elections for the purpose of the Plan:

2.13          Effective Date:

              (a)          This is a newly-established Plan, and the Effective Date of the Plan is

          .

XX  (b)  This  is  an  amendment  of  a  plan  named  Horizon  Bancorp  Supplemental Executive Retirement Plan. The Effective Date of this amended Plan is January 1, 2025.

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2.26          Plan: The name of the Plan is

Horizon Bancorp Nonqualified Deferred Compensation Plan.

4.1	Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have their Compensation, as elected below, deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

Base Salary:

☒          (a)          Base salary:

maximum deferral: 90 %

☐	(b)          Base salary deferral in an amount equal to a 401(k) refund (“401(k) Refund Offset”) as defined in Section 2.0 of the Plan:

mandatory deferral: 100 %

Bonus:

☐	(c)          Service Bonus:

☐	Service Bonus: earned from 1/1-12/31, paid on or around first quarter of the following Plan Year.

maximum deferral:  80 %

☒          (d)          Performance-Based Compensation:

☒  Performance Based Bonus: earned from 1/1-12/31, paid on or around  the first quarter of the following Plan Year and whose election must be no later than six months prior to the end of the earnings period.

maximum deferral:  90 %

☐	(e)          Participant deferrals not allowed.

4.1.2 Participant Deferral Credits and Employer Credits – Election Period (Non-Evergreen Elections): Participant elections regarding Participant Deferral Credits and Employer Credits shall be subject to the following effective periods: Any election made by the Participant shall only remain in effect for the current election period and will then expire. An election for each subsequent year will be required as permitted in Sections 4.1 and 4.2. of the Plan.

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4.2	Employer Credits (Section 4.2 of the Plan) and Vesting (Section 6 of the Plan): Employer Credits will be made in the following manner:

☐	(a)          Employer Credits not allowed.

☒          (b)          Employer Discretionary Contribution: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined each Plan Year by the Employer.

☐	(i)	Immediate 100% vesting.
☒	(ii)	Number of Years of Service	Vested Percentage

Less than	1	0	%
	1	0	%
	2	20	%
	3	40	%
	4	60	%
	5	80	%
	6 or more	100	%

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

☒          (1)          First day the Participant begins to provide services to the Employer and all Participating Employers

☐	(2)          Each Crediting Date. Under this option (2), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to the Deferred Compensation Account.

Further, an Active Participant shall be fully vested in ALL Employer Credits, as noted above, upon the first to occur of the following events:

☒          (a)          Full Vesting Age (as defined in Section 2.20 of the Plan) shall mean age 65.

☒          (b)          Death.

☒          (c)          Disability.

☐	(d)          Change in Control Event.

If Change in Control or Disability is not a Vesting event, amounts not vested at the time payments due under this Section cease will be:

☐

Forfeited

☒          Distributed upon a Qualifying Distribution Event if vested at that time

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4.3

Deferred Compensation Account: A Participant may establish multiple accounts to be distributed upon Separation from Service. Each account may have one set of payment options as permitted in Section 7.1 of the Plan. Additional In-Service accounts may be established as permitted in Section 5.4 of the Plan. The Participant will also be required to elect Separation from Service payment options for each In-Service account established.

5.2	Disability of a Participant: A Participant's becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1 of the Plan.

5.3	Death of a Participant: A Participant's death shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1 of the Plan.

5.4	In-Service Distributions: In-Service Accounts are permitted under the Plan:

☒          (a)          In-Service Accounts are allowed with respect to:

☒          Participant Deferral Credits only.

☐	Employer Credits only.

☐	Participant Deferral and Employer Credits.

In-service distributions may be made in the following manner:

☒          Single lump sum payment.

☒          Annual installments over a term certain not to exceed 5 years.

If applicable, amounts not vested at the time in-service payments are distributed will be distributed at Separation from Service if vested at that time.

☐	(b)          No In-Service Distributions permitted.

5.5	Change in Control Event:

☒          (a)          A Change in Control shall not be a Qualifying Distribution Event.

☐          (b)

Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

5.6	Upon an Unforeseeable Emergency (as defined in Section 2.36 of the Plan) Participants may apply to cancel deferral elections andor have vested accounts distributed upon an Unforeseeable Emergency event.

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7.1

Payment Options: If permitted by the plan design, any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or the Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant, or mandated by the plan provisions in the Participation Agreement:

(a)	Separation from Service

☒          (i)          A lump sum.

☒          (ii)          Annual installments over a term certain as elected by the Participant not to exceed 15 years.

(b)	Death shall be paid in a lump sum

(c)	Disability shall be paid in a lump sum

(d)	Unforeseeable Emergency shall be paid in a lump sum

7.4

(1) De Minimis Amount. The Employer may distribute a Participant's vested balance in all Deferred Compensation Account(s) of the Participant at any time, whether or not a Qualifying Distribution Event has occurred if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan and any other Employer plan subject to aggregation under Section 409A of the Code.

(2)

Installment Eligibility Amount. Notwithstanding any payment election made by the Participant, the vested balance in all Deferred Compensation Account(s) of the Participant shall be distributed in a single lump sum payment if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability, or Change in Control Event the vested balance does not exceed:

☐	$          or ☒ Not Applicable (De Minimis Amount still applies)

14. Amendment and Termination of Plan:  Notwithstanding  any  provision  in  this  Adoption Agreement or the Plan to the contrary, Section          of the Plan shall be amended to read as provided in attached Exhibit           

☒          There are no amendments to the Plan.

17.8  Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State/Commonwealth of Indiana, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.

	Horizon Bancorp Name of Company
	By: /s/ Diane L. Garwood
	Authorized Person
	Date:  12/20/2024

Document and Entity Information	Dec. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 17, 2024
Entity File Number	000-10792
Entity Registrant Name	Horizon Bancorp, Inc.
Entity Central Index Key	0000706129
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	35-1562417
Entity Address, Address Line One	515 Franklin Street
Entity Address, City or Town	Michigan City
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46360
City Area Code	219
Local Phone Number	879-0211
Title of 12(b) Security	Common stock, no par value
Trading Symbol	HBNC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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