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): March 17, 2023

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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 16, 2023, Horizon Bancorp, Inc. (“Horizon” or the “Company”) received notification from The NASDAQ Stock Market LLC (“NASDAQ”) that it is now in compliance with NASDAQ listing rule 5250(c)(1) (the “Rule”). The Company regained compliance with the Rule by filing its Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) on March 15, 2023 with the Securities and Exchange Commission (the “SEC”). Based on the filing of the 2022 Form 10-K on March 15, 2023, NASDAQ determined that the Company was back in compliance with the Rule and the matter was closed.

As previously disclosed, the Company had received a letter from NASDAQ on March 6, 2023, indicating that, as a result of not having timely filed its 2022 Form 10-K by March 1, 2023 with the SEC, the Company was not in compliance with the Rule, which requires timely filing of all required periodic financial reports with the SEC.

Item 8.01 Other Events.

On March 17, 2023, the Company issued a press release regarding the matters described in Item 3.01 of this Current Report. A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.	Description	Location
99.1	Press release dated March 17, 2023	Attached
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document)	Within the Inline XBRL document

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:	March 17, 2023	HORIZON BANCORP, INC.
		By:	/s/ Mark E. Secor
			Mark E. Secor
			Executive Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Horizon Bancorp, Inc. Regains Compliance with NASDAQ Listing Rule by Filing its Form 10-K

MICHIGAN CITY, Ind., March 17, 2023 (GLOBE NEWSWIRE) – (NASDAQ GS: HBNC) – Horizon Bancorp, Inc. (“Horizon” or the “Company”) received notification from The NASDAQ Stock Market LLC (“NASDAQ”) yesterday that it is now in compliance with NASDAQ listing rule 5250(c)(1) (the “Rule”). The Company regained compliance with the Rule by filing its Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) on March 15, 2023 with the Securities and Exchange Commission (the “SEC”). Based on the filing of the 2022 Form 10-K on March 15, 2023, NASDAQ determined that the Company was back in compliance with the Rule and the matter was closed.

As previously disclosed, the Company had received a letter from NASDAQ on March 6, 2023, indicating that, as a result of not having timely filed its 2022 Form 10-K by March 1, 2023 with the SEC, the Company was not in compliance with the Rule, which requires timely filing of all required periodic financial reports with the SEC.

Forward Looking Statements

This press release contains forward-looking statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These statements are subject to risks and uncertainties, and actual results may differ materially from these statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

About Horizon Bancorp, Inc.

Celebrating 150 years, Horizon Bancorp, Inc. (NASDAQ GS: HBNC) is the $7.9 billion–asset commercial bank holding company for Horizon Bank, which serves customers across diverse and economically attractive Midwestern markets through convenient digital and virtual tools, as well as its Indiana and Michigan branches. Horizon’s retail offerings include prime residential, indirect auto, and other secured consumer lending to in–market customers, as well as a range of personal banking and wealth management solutions. Horizon also provides a comprehensive array of in–market business banking and treasury management services, with commercial lending representing over half of total loans. More information on Horizon, headquartered in Northwest Indiana’s Michigan City, is available at horizonbank.com and investor.horizonbank.com.

Contact:

Mark E. Secor, Chief Financial Officer

Phone:  (219) 873–2611

Fax:  (219) 874–9280

XML

Document and Entity Information	Mar. 17, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 17, 2023
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