Horizon Bancorp
Annual Report 2022

Plain-text annual report

Dear Shareholder, In 2023, Horizon Bank celebrates its 150th anniversary, which is an incredible milestone, and a direct result of our core principles of people first, client relationships built on trust, community engagement, and operating a diversified revenue model. These principles have proven effective and, are why we have endured multiple economic cycles over the past century and a half. We are incredibly proud of our heritage and the positive impact that our Company has had on the lives of our advisors, communities and customers we serve. In 2022, Horizon Bancorp, Inc.’s (“Horizon”) accomplishments included: record earnings, strong commercial and consumer loan growth, the successful integration of our low-cost deposit franchise recently acquired in Michigan, and the ongoing maintenance of our strong asset quality metrics. Net income of $93.4 million represented a 7.2% increase over the prior year’s net income of $87.1 million and a 36.4% increase over 2020’s net income of $68.5 million. This increase in 2022 earnings reflects Horizon’s successful execution of our ongoing strategy to build mass and scale through organic and acquisitive growth, ongoing investment in talent and technology, and our continued focus on operational leverage. Horizon has a rich legacy of operating a safe and sound bank and delivering consistent returns over time. Horizon has exceeded the prior year’s net income in 21 out of the last 22 years. This has been driven by our compounded annual growth rate for assets and net income over the past twenty-two years of 12.7% and 15.2%, respectively. These results are also a reflection of our consistent and strong asset quality that has historically outperformed the KBW Regional Bank index for net charge offs throughout varying economic cycles, including the great recession. Horizon’s financial performance is truly a testament to the quality of our highly engaged and talented employees, our focus on relationship banking and the organization’s ability to adapt and establish new ways to create value for our stakeholders. Our team has not only grown total assets year after year, but also improved efficiency and operational leverage through our investments in talent and technology. We are very proud of how our employees have dealt with the challenges that our industry and our company has confronted over the past two decades and their ability to implement creative solutions to safeguard our shareholders and clients during the great recession, the ongoing pandemic, and other global challenges. This track record demonstrates Horizon’s values, work ethic, and willingness to serve our customers and communities above and beyond the call of duty. Balance Sheet Growth Horizon’s total assets at year-end 2022 were footprint. A challenge during the year was the $7.87 billion, representing a 6.2% increase over magnitude and velocity of the short-term interest 2021’s year-end total assets of $7.41 billion and rate hikes by the Federal Reserve Bank’s Open 33.6% over 2020 total year-end assets of $5.89 Market Committee and the corresponding billion. The increases are attributed to solid increase in competition for deposits. These organic commercial and consumer loan growth, market factors forced an increase in our cost of deposit retention, and the successful integration deposits at a faster rate than assets yields, of the 14-branch acquisition completed in September 2021, enhancing our Michigan resulting in pressure on our net interest margin. The outlook for 2023 calls for the Federal Reserve Bank to slow its pace and magnitude of rate approximately 19% of all checking accounts increases, with rates projected to plateau in opened online. Horizon’s customers are well mid-2023. Horizon’s deposit betas should slow supported, not only by over 70 financial centers, with a more moderate rate cycle, and therefore but through three independent call centers our net interest margin should react favorably as providing client support, 50 interactive teller we focus on increasing asset yields through new machines, combined with continuous customer loan production and reinvesting cash flows from enhancements to our digital banking platforms. investments, loan amortizations, and maturities. Customers continue to migrate everyday banking Total deposits at year-end 2022 were $5.86 activity towards our mobile and internet banking billion, remaining stable over prior year-end platforms and rely less on physical bank deposits of $5.80 billion and an increase of branches to handle their transactions. As a result 29.4% over 2020’s year-end deposits of $4.53 of our strategic technology and call center billion. During the year, Horizon has done a investments, we consolidate seven under-utilized commendable job of maintaining our deposit office locations in 2022 and 10 locations in 2021. base while other banks are experiencing deposit Over the past seven years, Horizon has closed outflows. This can be attributed to our strong 34 branches, maintaining high levels of customer relationship banking model and seasoned, core service and satisfaction while achieving deposit base throughout Indiana and Michigan. significant productivity gains and cost reductions. Asset quality throughout 2022 remained strong, Building for the Future evidenced by low non-performing loans to total loans at year-end at 0.52%, which is comparable to the prior year’s non-performing loan percentage and low net credit losses for the year at .02 of 1%, which is lower than 2021’s net charge-offs at .05 of 1%. Horizon’s favorable asset quality metrics and consistent underwriting standards have proven to perform well in varying economic cycles. Investments in Technology Horizon has a proven history of innovation, seizing upon new opportunities and building long-term shareholder value. Although our stock price declined in 2022, it was primarily a result of rapidly rising interest rates impacting our deposit funding costs and pressuring our net interest income in the near term. This is not uncommon for community banks. As we have done so historically, we believe Horizon will adapt, create new value-added alternatives from our diverse business model and persevere through this Horizon’s technology investments in 2022 economic cycle, just as we have weathered prior continued our ongoing commitment to providing financial and economic volatility over the past an exceptional customer experience while 150 years. Horizon’s unwavering core principles improving operational efficiency and maximizing have are the reason for our 150 years of success. our data management capabilities. As a result of our ongoing technology investments in systems In 2023, Horizon’s primary focus will be towards and talent, we have maintained a utilization rate redeploying cash flows from our investment and of our digital channels at over 70% in 2022, up loan portfolios, maturing loans, and retained from 44% in 2018; we continue to have more than earnings into higher-yielding assets. The 2023 80% of all online chats handled by bots; and general outlook for interest rates calls for a slower pace and magnitude of increases, peaking sometime in the second quarter. We believe a more stable interest rate environment will bode well for the bank’s future earnings and ability to recapture net interest income. Milestones Achieved in 2022 • Achieved record reported earnings of $93.4 million, up over prior year’s earnings of $87.1 million • Surpassed $7.8 billion in total assets Horizon does not expect to be an active acquirer • Completed the successful integration and during the 2023; however, we will continue to look stabilization of 14 new branch locations for opportunities to expand into higher-yield lending platforms and new business lines that complement our Commercial, Consumer, Mortgage, and Wealth Management platforms. Given our depth of talent and market knowledge, we believe that Indiana, Michigan, Northwest Ohio, and the greater Chicago markets will provide significant organic growth opportunities for years to come. We believe the combination of these markets and our multiple revenue streams supports the bank with stability to weather varying economic cycles, diversifies Horizon’s capital at risk, and provides stable and consistent returns to shareholders over time. We also believe Horizon’s future growth and earnings power are bright, given our recent deposit rich branch acquisition, investment in commercial lenders, and continued technology enhancements to better serve our customers. In addition, our organizational structure differentiates us from larger and out-of-state bank competitors through regional leadership teams, who are familiar with the markets, local advisory boards providing invaluable market insight, and in market loan authority which produces both exceptional client service and accountability for credit performance. This combination of local people, local knowledge and best-in-class delivery channels creates strong brand loyalty, as evidenced by our high net promoter scores and ability to deliver upon our customer service guarantees. acquired in September 2021 • Improved operating leverage, exceeding our objective of non-interest expense to total average assets of less than 2.0% • Maintained solid asset quality as measured by low non-performing loans to total loans and net charge-offs to average loans ratio of 0.52% and 0.02%, respectively • Improved efficiency and allocation of our resources through the closure of seven branches in 2022, ten in 2021, two in 2020, and nine in 2019, which exhibits ongoing discipline of our distribution channels and cost management • Fullfilled our leadership succession plan and announced a new Chief Executive Officer, effective June 1, 2023 Creating Shareholder Value Since 2003, Horizon has followed a written shareholder value plan which outlines how our core values, business discipline, and focus on strategic objectives will create long-term value to shareholders. During 2022, this was demonstrated through several key actions and events, including: • Return on average common equity of 13.7%. • Return on average assets of 1.24%. • A 6.7% increase in our quarterly dividend during the year. • Continuation of our uninterrupted payment of quarterly cash dividends for more than tangible book value declined as a result of 30 years and an attractive dividend yield as the accumulative other comprehensive of December 31, 2022 of 4.2%. • Maintained consistent shareholder liquidity with average shares of Horizon’s common stock traded per day at 153,402, 118,000, and 142,600 for the years 2022, 2021, and income (AOCI) decline on our investments held in available for sale portfolio. Since our intention is to hold these available for sale investments, the AOCI mark should accrete back into tangible book value over time. 2020, respectively. • Continued our enrollment in the Russell • As of 2022, 2021 and 2020 year-end, Horizon’s tangible book value per share was $11.59, $12.58 and $11.81, 2000 and 3000 indices, which supports purchases of Horizon’s common stock in index funds tied to these widely used respectively. Due to rapidly rising interest small-cap benchmarks. rates during the year, Horizon’s 2022 All of these actions and events coupled with Horizon’s continued commitment to its people first culture, a diverse business model, investment in technology, disciplined risk management, and prudent expense control provides us confidence in our ability to navigate future economic cycles and continue to deliver stable growth and shareholder value. On a Personal Note: On December 31, 2022, Horizon’s long-time lead director, Daniel F. Hopp, retired after 17 years of service to our Company. Dan served Horizon well throughout his tenure, and as our Lead Director, he was admired by his peers as a true professional and for his ability to lead board deliberations. We wish Dan the best in his retirement years and thank him for his years of loyal and dedicated service to the Board of Directors. In addition, effective June 1, 2023, Thomas M. Prame will assume the duties of Chief Executive Officer for Horizon Bancorp, Inc. and Horizon Bank with Craig Dwight remaining as the Chairman of the Board for both organizations. We are delighted with Thomas’ leadership and strategic planning skills and look forward to his engagement with Horizon’s Executive Management team of proven successful leaders, serving our shareholders well and creating value for our advisors, clients and communities. On behalf of the entire Horizon family, thank you for your continued support and investment in the Company. Craig M. Dwight Chairman & Chief Executive Officer MESSAGE TO SHAREHOLDERS Dear Shareholder, In 2023, Horizon Bank celebrates its 150th anniversary, which is an incredible milestone, and a direct result of our core principles of people first, client relationships built on trust, community engagement, and operating a diversified revenue model. These principles have proven effective and, are why we have endured multiple economic cycles over the past century and a half. We are incredibly proud of our heritage and the positive impact that our Company has had on the lives of our advisors, communities and customers we serve. In 2022, Horizon Bancorp, Inc.’s (“Horizon”) accomplishments included: record earnings, strong commercial and consumer loan growth, the successful integration of our low-cost deposit franchise recently acquired in Michigan, and the ongoing maintenance of our strong asset quality metrics. Net income of $93.4 million represented a 7.2% increase over the prior year’s net income of $87.1 million and a 36.4% increase over 2020’s net income of $68.5 million. This increase in 2022 earnings reflects Horizon’s successful execution of our ongoing strategy to build mass and scale through organic and acquisitive growth, ongoing investment in talent and technology, and our continued focus on operational leverage. Horizon has a rich legacy of operating a safe and sound bank and delivering consistent returns over time. Horizon has exceeded the prior year’s net income in 21 out of the last 22 years. This has been driven by our compounded annual growth rate for assets and net income over the past twenty-two years of 12.7% and 15.2%, respectively. These results are also a reflection of our consistent and strong asset quality that has historically outperformed the KBW Regional Bank index for net charge offs throughout varying economic cycles, including the great recession. Horizon’s financial performance is truly a testament to the quality of our highly engaged and talented employees, our focus on relationship banking and the organization’s ability to adapt and establish new ways to create value for our stakeholders. Our team has not only grown total assets year after year, but also improved efficiency and operational leverage through our investments in talent and technology. We are very proud of how our employees have dealt with the challenges that our industry and our company has confronted over the past two decades and their ability to implement creative solutions to safeguard our shareholders and clients during the great recession, the ongoing pandemic, and other global challenges. This track record demonstrates Horizon’s values, work ethic, and willingness to serve our customers and communities above and beyond the call of duty. Balance Sheet Growth Horizon’s total assets at year-end 2022 were $7.87 billion, representing a 6.2% increase over 2021’s year-end total assets of $7.41 billion and 33.6% over 2020 total year-end assets of $5.89 billion. The increases are attributed to solid organic commercial and consumer loan growth, deposit retention, and the successful integration of the 14-branch acquisition completed in September 2021, enhancing our Michigan footprint. A challenge during the year was the magnitude and velocity of the short-term interest rate hikes by the Federal Reserve Bank’s Open Market Committee and the corresponding increase in competition for deposits. These market factors forced an increase in our cost of deposits at a faster rate than assets yields, resulting in pressure on our net interest margin. The outlook for 2023 calls for the Federal Reserve 1 Bank to slow its pace and magnitude of rate approximately 19% of all checking accounts increases, with rates projected to plateau in opened online. Horizon’s customers are well mid-2023. Horizon’s deposit betas should slow supported, not only by over 70 financial centers, with a more moderate rate cycle, and therefore but through three independent call centers our net interest margin should react favorably as providing client support, 50 interactive teller we focus on increasing asset yields through new machines, combined with continuous customer loan production and reinvesting cash flows from enhancements to our digital banking platforms. investments, loan amortizations, and maturities. Customers continue to migrate everyday banking Total deposits at year-end 2022 were $5.86 activity towards our mobile and internet banking billion, remaining stable over prior year-end platforms and rely less on physical bank deposits of $5.80 billion and an increase of branches to handle their transactions. As a result 29.4% over 2020’s year-end deposits of $4.53 of our strategic technology and call center billion. During the year, Horizon has done a investments, we consolidate seven under-utilized commendable job of maintaining our deposit office locations in 2022 and 10 locations in 2021. base while other banks are experiencing deposit Over the past seven years, Horizon has closed outflows. This can be attributed to our strong 34 branches, maintaining high levels of customer relationship banking model and seasoned, core service and satisfaction while achieving deposit base throughout Indiana and Michigan. significant productivity gains and cost reductions. Asset quality throughout 2022 remained strong, Building for the Future evidenced by low non-performing loans to total loans at year-end at 0.52%, which is comparable to the prior year’s non-performing loan percentage and low net credit losses for the year at .02 of 1%, which is lower than 2021’s net charge-offs at .05 of 1%. Horizon’s favorable asset quality metrics and consistent underwriting standards have proven to perform well in varying economic cycles. Investments in Technology Horizon has a proven history of innovation, seizing upon new opportunities and building long-term shareholder value. Although our stock price declined in 2022, it was primarily a result of rapidly rising interest rates impacting our deposit funding costs and pressuring our net interest income in the near term. This is not uncommon for community banks. As we have done so historically, we believe Horizon will adapt, create new value-added alternatives from our diverse business model and persevere through this Horizon’s technology investments in 2022 economic cycle, just as we have weathered prior continued our ongoing commitment to providing financial and economic volatility over the past an exceptional customer experience while 150 years. Horizon’s unwavering core principles improving operational efficiency and maximizing have are the reason for our 150 years of success. our data management capabilities. As a result of our ongoing technology investments in systems In 2023, Horizon’s primary focus will be towards and talent, we have maintained a utilization rate redeploying cash flows from our investment and of our digital channels at over 70% in 2022, up loan portfolios, maturing loans, and retained from 44% in 2018; we continue to have more than earnings into higher-yielding assets. The 2023 80% of all online chats handled by bots; and general outlook for interest rates calls for a slower pace and magnitude of increases, peaking sometime in the second quarter. We believe a more stable interest rate environment will bode well for the bank’s future earnings and ability to recapture net interest income. Milestones Achieved in 2022 • Achieved record reported earnings of $93.4 million, up over prior year’s earnings of $87.1 million • Surpassed $7.8 billion in total assets Horizon does not expect to be an active acquirer • Completed the successful integration and during the 2023; however, we will continue to look stabilization of 14 new branch locations for opportunities to expand into higher-yield lending platforms and new business lines that complement our Commercial, Consumer, Mortgage, and Wealth Management platforms. Given our depth of talent and market knowledge, we believe that Indiana, Michigan, Northwest Ohio, and the greater Chicago markets will provide significant organic growth opportunities for years to come. We believe the combination of these markets and our multiple revenue streams supports the bank with stability to weather varying economic cycles, diversifies Horizon’s capital at risk, and provides stable and consistent returns to shareholders over time. We also believe Horizon’s future growth and earnings power are bright, given our recent deposit rich branch acquisition, investment in commercial lenders, and continued technology enhancements to better serve our customers. In addition, our organizational structure differentiates us from larger and out-of-state bank competitors through regional leadership teams, who are familiar with the markets, local advisory boards providing invaluable market insight, and in market loan authority which produces both exceptional client service and accountability for credit performance. This combination of local people, local knowledge and best-in-class delivery channels creates strong brand loyalty, as evidenced by our high net promoter scores and ability to deliver upon our customer service guarantees. acquired in September 2021 • Improved operating leverage, exceeding our objective of non-interest expense to total average assets of less than 2.0% • Maintained solid asset quality as measured by low non-performing loans to total loans and net charge-offs to average loans ratio of 0.52% and 0.02%, respectively • Improved efficiency and allocation of our resources through the closure of seven branches in 2022, ten in 2021, two in 2020, and nine in 2019, which exhibits ongoing discipline of our distribution channels and cost management • Fullfilled our leadership succession plan and announced a new Chief Executive Officer, effective June 1, 2023 Creating Shareholder Value Since 2003, Horizon has followed a written shareholder value plan which outlines how our core values, business discipline, and focus on strategic objectives will create long-term value to shareholders. During 2022, this was demonstrated through several key actions and events, including: • Return on average common equity of 13.7%. • Return on average assets of 1.24%. • A 6.7% increase in our quarterly dividend during the year. • Continuation of our uninterrupted payment of quarterly cash dividends for more than tangible book value declined as a result of 30 years and an attractive dividend yield as the accumulative other comprehensive of December 31, 2022 of 4.2%. • Maintained consistent shareholder liquidity with average shares of Horizon’s common stock traded per day at 153,402, 118,000, and 142,600 for the years 2022, 2021, and income (AOCI) decline on our investments held in available for sale portfolio. Since our intention is to hold these available for sale investments, the AOCI mark should accrete back into tangible book value over time. 2020, respectively. • Continued our enrollment in the Russell • As of 2022, 2021 and 2020 year-end, Horizon’s tangible book value per share was $11.59, $12.58 and $11.81, 2000 and 3000 indices, which supports purchases of Horizon’s common stock in index funds tied to these widely used respectively. Due to rapidly rising interest small-cap benchmarks. rates during the year, Horizon’s 2022 All of these actions and events coupled with Horizon’s continued commitment to its people first culture, a diverse business model, investment in technology, disciplined risk management, and prudent expense control provides us confidence in our ability to navigate future economic cycles and continue to deliver stable growth and shareholder value. On a Personal Note: On December 31, 2022, Horizon’s long-time lead director, Daniel F. Hopp, retired after 17 years of service to our Company. Dan served Horizon well throughout his tenure, and as our Lead Director, he was admired by his peers as a true professional and for his ability to lead board deliberations. We wish Dan the best in his retirement years and thank him for his years of loyal and dedicated service to the Board of Directors. In addition, effective June 1, 2023, Thomas M. Prame will assume the duties of Chief Executive Officer for Horizon Bancorp, Inc. and Horizon Bank with Craig Dwight remaining as the Chairman of the Board for both organizations. We are delighted with Thomas’ leadership and strategic planning skills and look forward to his engagement with Horizon’s Executive Management team of proven successful leaders, serving our shareholders well and creating value for our advisors, clients and communities. On behalf of the entire Horizon family, thank you for your continued support and investment in the Company. Craig M. Dwight Chairman & Chief Executive Officer Dear Shareholder, In 2023, Horizon Bank celebrates its 150th anniversary, which is an incredible milestone, and a direct result of our core principles of people first, client relationships built on trust, community engagement, and operating a diversified revenue model. These principles have proven effective and, are why we have endured multiple economic cycles over the past century and a half. We are incredibly proud of our heritage and the positive impact that our Company has had on the lives of our advisors, communities and customers we serve. In 2022, Horizon Bancorp, Inc.’s (“Horizon”) accomplishments included: record earnings, strong commercial and consumer loan growth, the successful integration of our low-cost deposit franchise recently acquired in Michigan, and the ongoing maintenance of our strong asset quality metrics. Net income of $93.4 million represented a 7.2% increase over the prior year’s net income of $87.1 million and a 36.4% increase over 2020’s net income of $68.5 million. This increase in 2022 earnings reflects Horizon’s successful execution of our ongoing strategy to build mass and scale through organic and acquisitive growth, ongoing investment in talent and technology, and our continued focus on operational leverage. Horizon has a rich legacy of operating a safe and sound bank and delivering consistent returns over time. Horizon has exceeded the prior year’s net income in 21 out of the last 22 years. This has been driven by our compounded annual growth rate for assets and net income over the past twenty-two years of 12.7% and 15.2%, respectively. These results are also a reflection of our consistent and strong asset quality that has historically outperformed the KBW Regional Bank index for net charge offs throughout varying economic cycles, including the great recession. Horizon’s financial performance is truly a testament to the quality of our highly engaged and talented employees, our focus on relationship banking and the organization’s ability to adapt and establish new ways to create value for our stakeholders. Our team has not only grown total assets year after year, but also improved efficiency and operational leverage through our investments in talent and technology. We are very proud of how our employees have dealt with the challenges that our industry and our company has confronted over the past two decades and their ability to implement creative solutions to safeguard our shareholders and clients during the great recession, the ongoing pandemic, and other global challenges. This track record demonstrates Horizon’s values, work ethic, and willingness to serve our customers and communities above and beyond the call of duty. Balance Sheet Growth Horizon’s total assets at year-end 2022 were footprint. A challenge during the year was the $7.87 billion, representing a 6.2% increase over magnitude and velocity of the short-term interest 2021’s year-end total assets of $7.41 billion and rate hikes by the Federal Reserve Bank’s Open 33.6% over 2020 total year-end assets of $5.89 Market Committee and the corresponding billion. The increases are attributed to solid increase in competition for deposits. These organic commercial and consumer loan growth, market factors forced an increase in our cost of deposit retention, and the successful integration deposits at a faster rate than assets yields, of the 14-branch acquisition completed in September 2021, enhancing our Michigan resulting in pressure on our net interest margin. The outlook for 2023 calls for the Federal Reserve pace and magnitude of increases, peaking sometime in the second quarter. We believe a more stable interest rate environment will bode well for the bank’s future earnings and ability to recapture net interest income. Milestones Achieved in 2022 • Achieved record reported earnings of $93.4 million, up over prior year’s earnings of $87.1 million • Surpassed $7.8 billion in total assets Horizon does not expect to be an active acquirer • Completed the successful integration and during the 2023; however, we will continue to look stabilization of 14 new branch locations for opportunities to expand into higher-yield lending platforms and new business lines that complement our Commercial, Consumer, Mortgage, and Wealth Management platforms. Given our depth of talent and market knowledge, we believe that Indiana, Michigan, Northwest Ohio, and the greater Chicago markets will provide significant organic growth opportunities for years to come. We believe the combination of these markets and our multiple revenue streams supports the bank with stability to weather varying economic cycles, diversifies Horizon’s capital at risk, and provides stable and consistent returns to shareholders over time. We also believe Horizon’s future growth and earnings power are bright, given our recent deposit rich branch acquisition, investment in commercial lenders, and continued technology enhancements to better serve our customers. In addition, our organizational structure differentiates us from larger and out-of-state bank competitors through regional leadership teams, who are familiar with the markets, local advisory boards providing invaluable market insight, and in market loan authority which produces both exceptional client service and accountability for credit performance. This combination of local people, local knowledge and best-in-class delivery channels creates strong brand loyalty, as evidenced by our high net promoter scores and ability to deliver upon our customer service guarantees. acquired in September 2021 • Improved operating leverage, exceeding our objective of non-interest expense to total average assets of less than 2.0% • Maintained solid asset quality as measured by low non-performing loans to total loans and net charge-offs to average loans ratio of 0.52% and 0.02%, respectively • Improved efficiency and allocation of our resources through the closure of seven branches in 2022, ten in 2021, two in 2020, and nine in 2019, which exhibits ongoing discipline of our distribution channels and cost management • Fullfilled our leadership succession plan and announced a new Chief Executive Officer, effective June 1, 2023 Creating Shareholder Value Since 2003, Horizon has followed a written shareholder value plan which outlines how our core values, business discipline, and focus on strategic objectives will create long-term value to shareholders. During 2022, this was demonstrated through several key actions and events, including: • Return on average common equity of 13.7%. • Return on average assets of 1.24%. • A 6.7% increase in our quarterly dividend during the year. • Continuation of our uninterrupted payment MESSAGE TO THE SHAREHOLDERS Bank to slow its pace and magnitude of rate increases, with rates projected to plateau in mid-2023. Horizon’s deposit betas should slow with a more moderate rate cycle, and therefore our net interest margin should react favorably as we focus on increasing asset yields through new loan production and reinvesting cash flows from investments, loan amortizations, and maturities. Total deposits at year-end 2022 were $5.86 billion, remaining stable over prior year-end deposits of $5.80 billion and an increase of 29.4% over 2020’s year-end deposits of $4.53 billion. During the year, Horizon has done a commendable job of maintaining our deposit base while other banks are experiencing deposit outflows. This can be attributed to our strong relationship banking model and seasoned, core deposit base throughout Indiana and Michigan. Asset quality throughout 2022 remained strong, evidenced by low non-performing loans to total loans at year-end at 0.52%, which is comparable to the prior year’s non-performing loan percentage and low net credit losses for the year at .02 of 1%, which is lower than 2021’s net charge-offs at .05 of 1%. Horizon’s favorable asset quality metrics and consistent underwriting standards have proven to perform well in varying economic cycles. Investments in Technology Horizon’s technology investments in 2022 continued our ongoing commitment to providing an exceptional customer experience while improving operational efficiency and maximizing our data management capabilities. As a result of our ongoing technology investments in systems and talent, we have maintained a utilization rate of our digital channels at over 70% in 2022, up from 44% in 2018; we continue to have more than 80% of all online chats handled by bots; and approximately 19% of all checking accounts opened online. Horizon’s customers are well supported, not only by over 70 financial centers, but through three independent call centers providing client support, 50 interactive teller machines, combined with continuous customer enhancements to our digital banking platforms. Customers continue to migrate everyday banking activity towards our mobile and internet banking platforms and rely less on physical bank branches to handle their transactions. As a result of our strategic technology and call center investments, we consolidate seven under-utilized office locations in 2022 and 10 locations in 2021. Over the past seven years, Horizon has closed 34 branches, maintaining high levels of customer service and satisfaction while achieving significant productivity gains and cost reductions. Building for the Future Horizon has a proven history of innovation, seizing upon new opportunities and building long-term shareholder value. Although our stock price declined in 2022, it was primarily a result of rapidly rising interest rates impacting our deposit funding costs and pressuring our net interest income in the near term. This is not uncommon for community banks. As we have done so historically, we believe Horizon will adapt, create new value-added alternatives from our diverse business model and persevere through this economic cycle, just as we have weathered prior financial and economic volatility over the past 150 years. Horizon’s unwavering core principles have are the reason for our 150 years of success. In 2023, Horizon’s primary focus will be towards redeploying cash flows from our investment and loan portfolios, maturing loans, and retained earnings into higher-yielding assets. The 2023 general outlook for interest rates calls for a slower 2 of quarterly cash dividends for more than tangible book value declined as a result of 30 years and an attractive dividend yield as the accumulative other comprehensive of December 31, 2022 of 4.2%. • Maintained consistent shareholder liquidity with average shares of Horizon’s common stock traded per day at 153,402, 118,000, and 142,600 for the years 2022, 2021, and income (AOCI) decline on our investments held in available for sale portfolio. Since our intention is to hold these available for sale investments, the AOCI mark should accrete back into tangible book value over time. 2020, respectively. • Continued our enrollment in the Russell • As of 2022, 2021 and 2020 year-end, Horizon’s tangible book value per share was $11.59, $12.58 and $11.81, 2000 and 3000 indices, which supports purchases of Horizon’s common stock in index funds tied to these widely used respectively. Due to rapidly rising interest small-cap benchmarks. rates during the year, Horizon’s 2022 All of these actions and events coupled with Horizon’s continued commitment to its people first culture, a diverse business model, investment in technology, disciplined risk management, and prudent expense control provides us confidence in our ability to navigate future economic cycles and continue to deliver stable growth and shareholder value. On a Personal Note: On December 31, 2022, Horizon’s long-time lead director, Daniel F. Hopp, retired after 17 years of service to our Company. Dan served Horizon well throughout his tenure, and as our Lead Director, he was admired by his peers as a true professional and for his ability to lead board deliberations. We wish Dan the best in his retirement years and thank him for his years of loyal and dedicated service to the Board of Directors. In addition, effective June 1, 2023, Thomas M. Prame will assume the duties of Chief Executive Officer for Horizon Bancorp, Inc. and Horizon Bank with Craig Dwight remaining as the Chairman of the Board for both organizations. We are delighted with Thomas’ leadership and strategic planning skills and look forward to his engagement with Horizon’s Executive Management team of proven successful leaders, serving our shareholders well and creating value for our advisors, clients and communities. On behalf of the entire Horizon family, thank you for your continued support and investment in the Company. Craig M. Dwight Chairman & Chief Executive Officer Dear Shareholder, In 2023, Horizon Bank celebrates its 150th anniversary, which is an incredible milestone, and a direct result of our core principles of people first, client relationships built on trust, community engagement, and operating a diversified revenue model. These principles have proven effective and, are why we have endured multiple economic cycles over the past century and a half. We are incredibly proud of our heritage and the positive impact that our Company has had on the lives of our advisors, communities and customers we serve. In 2022, Horizon Bancorp, Inc.’s (“Horizon”) accomplishments included: record earnings, strong commercial and consumer loan growth, the successful integration of our low-cost deposit franchise recently acquired in Michigan, and the ongoing maintenance of our strong asset quality metrics. Net income of $93.4 million represented a 7.2% increase over the prior year’s net income of $87.1 million and a 36.4% increase over 2020’s net income of $68.5 million. This increase in 2022 earnings reflects Horizon’s successful execution of our ongoing strategy to build mass and scale through organic and acquisitive growth, ongoing investment in talent and technology, and our continued focus on operational leverage. Horizon has a rich legacy of operating a safe and sound bank and delivering consistent returns over time. Horizon has exceeded the prior year’s net income in 21 out of the last 22 years. This has been driven by our compounded annual growth rate for assets and net income over the past twenty-two years of 12.7% and 15.2%, respectively. These results are also a reflection of our consistent and strong asset quality that has historically outperformed the KBW Regional Bank index for net charge offs throughout varying economic cycles, including the great recession. Horizon’s financial performance is truly a testament to the quality of our highly engaged and talented employees, our focus on relationship banking and the organization’s ability to adapt and establish new ways to create value for our stakeholders. Our team has not only grown total assets year after year, but also improved efficiency and operational leverage through our investments in talent and technology. We are very proud of how our employees have dealt with the challenges that our industry and our company has confronted over the past two decades and their ability to implement creative solutions to safeguard our shareholders and clients during the great recession, the ongoing pandemic, and other global challenges. This track record demonstrates Horizon’s values, work ethic, and willingness to serve our customers and communities above and beyond the call of duty. Balance Sheet Growth Horizon’s total assets at year-end 2022 were footprint. A challenge during the year was the $7.87 billion, representing a 6.2% increase over magnitude and velocity of the short-term interest 2021’s year-end total assets of $7.41 billion and rate hikes by the Federal Reserve Bank’s Open 33.6% over 2020 total year-end assets of $5.89 Market Committee and the corresponding billion. The increases are attributed to solid increase in competition for deposits. These organic commercial and consumer loan growth, market factors forced an increase in our cost of deposit retention, and the successful integration deposits at a faster rate than assets yields, of the 14-branch acquisition completed in September 2021, enhancing our Michigan resulting in pressure on our net interest margin. The outlook for 2023 calls for the Federal Reserve MESSAGE TO SHAREHOLDERS pace and magnitude of increases, peaking sometime in the second quarter. We believe a more stable interest rate environment will bode well for the bank’s future earnings and ability to recapture net interest income. Horizon does not expect to be an active acquirer during the 2023; however, we will continue to look for opportunities to expand into higher-yield lending platforms and new business lines that complement our Commercial, Consumer, Mortgage, and Wealth Management platforms. Given our depth of talent and market knowledge, we believe that Indiana, Michigan, Northwest Ohio, and the greater Chicago markets will provide significant organic growth opportunities for years to come. We believe the combination of these markets and our multiple revenue streams supports the bank with stability to weather varying economic cycles, diversifies Horizon’s capital at risk, and provides stable and consistent returns to shareholders over time. We also believe Horizon’s future growth and earnings power are bright, given our recent deposit rich branch acquisition, investment in commercial lenders, and continued technology enhancements to better serve our customers. In addition, our organizational structure differentiates us from larger and out-of-state bank competitors through regional leadership teams, who are familiar with the markets, local advisory boards providing invaluable market insight, and in market loan authority which produces both exceptional client service and accountability for credit performance. This combination of local people, local knowledge and best-in-class delivery channels creates strong brand loyalty, as evidenced by our high net promoter scores and ability to deliver upon our customer service guarantees. Milestones Achieved in 2022 • Achieved record reported earnings of $93.4 million, up over prior year’s earnings of $87.1 million • Surpassed $7.8 billion in total assets • Completed the successful integration and stabilization of 14 new branch locations acquired in September 2021 Improved operating leverage, exceeding our objective of non-interest expense to total average assets of less than 2.0% • Maintained solid asset quality as measured • by low non-performing loans to total loans and net charge-offs to average loans ratio of 0.52% and 0.02%, respectively Improved efficiency and allocation of our resources through the closure of seven branches in 2022, ten in 2021, two in 2020, and nine in 2019, which exhibits ongoing discipline of our distribution channels and cost management Fullfilled our leadership succession plan and announced a new Chief Executive Officer, effective June 1, 2023 • • Creating Shareholder Value Since 2003, Horizon has followed a written shareholder value plan which outlines how our core values, business discipline, and focus on strategic objectives will create long-term value to shareholders. During 2022, this was demonstrated through several key actions and events, including: • Return on average common equity of 13.7%. • Return on average assets of 1.24%. • A 6.7% increase in our quarterly dividend during the year. • Continuation of our uninterrupted payment 3 Bank to slow its pace and magnitude of rate approximately 19% of all checking accounts increases, with rates projected to plateau in opened online. Horizon’s customers are well mid-2023. Horizon’s deposit betas should slow supported, not only by over 70 financial centers, with a more moderate rate cycle, and therefore but through three independent call centers our net interest margin should react favorably as providing client support, 50 interactive teller we focus on increasing asset yields through new machines, combined with continuous customer loan production and reinvesting cash flows from enhancements to our digital banking platforms. investments, loan amortizations, and maturities. Customers continue to migrate everyday banking Total deposits at year-end 2022 were $5.86 activity towards our mobile and internet banking billion, remaining stable over prior year-end platforms and rely less on physical bank deposits of $5.80 billion and an increase of branches to handle their transactions. As a result 29.4% over 2020’s year-end deposits of $4.53 of our strategic technology and call center billion. During the year, Horizon has done a investments, we consolidate seven under-utilized commendable job of maintaining our deposit office locations in 2022 and 10 locations in 2021. base while other banks are experiencing deposit Over the past seven years, Horizon has closed outflows. This can be attributed to our strong 34 branches, maintaining high levels of customer relationship banking model and seasoned, core service and satisfaction while achieving deposit base throughout Indiana and Michigan. significant productivity gains and cost reductions. Asset quality throughout 2022 remained strong, Building for the Future evidenced by low non-performing loans to total loans at year-end at 0.52%, which is comparable to the prior year’s non-performing loan percentage and low net credit losses for the year at .02 of 1%, which is lower than 2021’s net charge-offs at .05 of 1%. Horizon’s favorable asset quality metrics and consistent underwriting standards have proven to perform well in varying economic cycles. Investments in Technology Horizon has a proven history of innovation, seizing upon new opportunities and building long-term shareholder value. Although our stock price declined in 2022, it was primarily a result of rapidly rising interest rates impacting our deposit funding costs and pressuring our net interest income in the near term. This is not uncommon for community banks. As we have done so historically, we believe Horizon will adapt, create new value-added alternatives from our diverse business model and persevere through this Horizon’s technology investments in 2022 economic cycle, just as we have weathered prior continued our ongoing commitment to providing financial and economic volatility over the past an exceptional customer experience while 150 years. Horizon’s unwavering core principles improving operational efficiency and maximizing have are the reason for our 150 years of success. our data management capabilities. As a result of our ongoing technology investments in systems In 2023, Horizon’s primary focus will be towards and talent, we have maintained a utilization rate redeploying cash flows from our investment and of our digital channels at over 70% in 2022, up loan portfolios, maturing loans, and retained from 44% in 2018; we continue to have more than earnings into higher-yielding assets. The 2023 80% of all online chats handled by bots; and general outlook for interest rates calls for a slower of quarterly cash dividends for more than tangible book value declined as a result of 30 years and an attractive dividend yield as the accumulative other comprehensive of December 31, 2022 of 4.2%. • Maintained consistent shareholder liquidity with average shares of Horizon’s common stock traded per day at 153,402, 118,000, and 142,600 for the years 2022, 2021, and income (AOCI) decline on our investments held in available for sale portfolio. Since our intention is to hold these available for sale investments, the AOCI mark should accrete back into tangible book value over time. 2020, respectively. • Continued our enrollment in the Russell • As of 2022, 2021 and 2020 year-end, Horizon’s tangible book value per share was $11.59, $12.58 and $11.81, 2000 and 3000 indices, which supports purchases of Horizon’s common stock in index funds tied to these widely used respectively. Due to rapidly rising interest small-cap benchmarks. rates during the year, Horizon’s 2022 All of these actions and events coupled with Horizon’s continued commitment to its people first culture, a diverse business model, investment in technology, disciplined risk management, and prudent expense control provides us confidence in our ability to navigate future economic cycles and continue to deliver stable growth and shareholder value. On a Personal Note: On December 31, 2022, Horizon’s long-time lead director, Daniel F. Hopp, retired after 17 years of service to our Company. Dan served Horizon well throughout his tenure, and as our Lead Director, he was admired by his peers as a true professional and for his ability to lead board deliberations. We wish Dan the best in his retirement years and thank him for his years of loyal and dedicated service to the Board of Directors. In addition, effective June 1, 2023, Thomas M. Prame will assume the duties of Chief Executive Officer for Horizon Bancorp, Inc. and Horizon Bank with Craig Dwight remaining as the Chairman of the Board for both organizations. We are delighted with Thomas’ leadership and strategic planning skills and look forward to his engagement with Horizon’s Executive Management team of proven successful leaders, serving our shareholders well and creating value for our advisors, clients and communities. On behalf of the entire Horizon family, thank you for your continued support and investment in the Company. Craig M. Dwight Chairman & Chief Executive Officer Dear Shareholder, In 2023, Horizon Bank celebrates its 150th anniversary, which is an incredible milestone, and a direct result of our core principles of people first, client relationships built on trust, community engagement, and operating a diversified revenue model. These principles have proven effective and, are why we have endured multiple economic cycles over the past century and a half. We are incredibly proud of our heritage and the positive impact that our Company has had on the lives of our advisors, communities and customers we serve. In 2022, Horizon Bancorp, Inc.’s (“Horizon”) accomplishments included: record earnings, strong commercial and consumer loan growth, the successful integration of our low-cost deposit franchise recently acquired in Michigan, and the ongoing maintenance of our strong asset quality metrics. Net income of $93.4 million represented a 7.2% increase over the prior year’s net income of $87.1 million and a 36.4% increase over 2020’s net income of $68.5 million. This increase in 2022 earnings reflects Horizon’s successful execution of our ongoing strategy to build mass and scale through organic and acquisitive growth, ongoing investment in talent and technology, and our continued focus on operational leverage. Horizon has a rich legacy of operating a safe and sound bank and delivering consistent returns over time. Horizon has exceeded the prior year’s net income in 21 out of the last 22 years. This has been driven by our compounded annual growth rate for assets and net income over the past twenty-two years of 12.7% and 15.2%, respectively. These results are also a reflection of our consistent and strong asset quality that has historically outperformed the KBW Regional Bank index for net charge offs throughout varying economic cycles, including the great recession. Horizon’s financial performance is truly a testament to the quality of our highly engaged and talented employees, our focus on relationship banking and the organization’s ability to adapt and establish new ways to create value for our stakeholders. Our team has not only grown total assets year after year, but also improved efficiency and operational leverage through our investments in talent and technology. We are very proud of how our employees have dealt with the challenges that our industry and our company has confronted over the past two decades and their ability to implement creative solutions to safeguard our shareholders and clients during the great recession, the ongoing pandemic, and other global challenges. This track record demonstrates Horizon’s values, work ethic, and willingness to serve our customers and communities above and beyond the call of duty. Balance Sheet Growth Horizon’s total assets at year-end 2022 were footprint. A challenge during the year was the $7.87 billion, representing a 6.2% increase over magnitude and velocity of the short-term interest 2021’s year-end total assets of $7.41 billion and rate hikes by the Federal Reserve Bank’s Open 33.6% over 2020 total year-end assets of $5.89 Market Committee and the corresponding billion. The increases are attributed to solid increase in competition for deposits. These organic commercial and consumer loan growth, market factors forced an increase in our cost of deposit retention, and the successful integration deposits at a faster rate than assets yields, of the 14-branch acquisition completed in September 2021, enhancing our Michigan resulting in pressure on our net interest margin. The outlook for 2023 calls for the Federal Reserve Bank to slow its pace and magnitude of rate approximately 19% of all checking accounts increases, with rates projected to plateau in opened online. Horizon’s customers are well mid-2023. Horizon’s deposit betas should slow supported, not only by over 70 financial centers, with a more moderate rate cycle, and therefore but through three independent call centers our net interest margin should react favorably as providing client support, 50 interactive teller we focus on increasing asset yields through new machines, combined with continuous customer loan production and reinvesting cash flows from enhancements to our digital banking platforms. investments, loan amortizations, and maturities. Customers continue to migrate everyday banking Total deposits at year-end 2022 were $5.86 activity towards our mobile and internet banking billion, remaining stable over prior year-end platforms and rely less on physical bank deposits of $5.80 billion and an increase of branches to handle their transactions. As a result 29.4% over 2020’s year-end deposits of $4.53 of our strategic technology and call center billion. During the year, Horizon has done a investments, we consolidate seven under-utilized commendable job of maintaining our deposit office locations in 2022 and 10 locations in 2021. base while other banks are experiencing deposit Over the past seven years, Horizon has closed outflows. This can be attributed to our strong 34 branches, maintaining high levels of customer relationship banking model and seasoned, core service and satisfaction while achieving deposit base throughout Indiana and Michigan. significant productivity gains and cost reductions. Asset quality throughout 2022 remained strong, Building for the Future evidenced by low non-performing loans to total loans at year-end at 0.52%, which is comparable to the prior year’s non-performing loan percentage and low net credit losses for the year at .02 of 1%, which is lower than 2021’s net charge-offs at .05 of 1%. Horizon’s favorable asset quality metrics and consistent underwriting standards have proven to perform well in varying economic cycles. Investments in Technology Horizon has a proven history of innovation, seizing upon new opportunities and building long-term shareholder value. Although our stock price declined in 2022, it was primarily a result of rapidly rising interest rates impacting our deposit funding costs and pressuring our net interest income in the near term. This is not uncommon for community banks. As we have done so historically, we believe Horizon will adapt, create new value-added alternatives from our diverse business model and persevere through this Horizon’s technology investments in 2022 economic cycle, just as we have weathered prior continued our ongoing commitment to providing financial and economic volatility over the past an exceptional customer experience while 150 years. Horizon’s unwavering core principles improving operational efficiency and maximizing have are the reason for our 150 years of success. our data management capabilities. As a result of our ongoing technology investments in systems In 2023, Horizon’s primary focus will be towards and talent, we have maintained a utilization rate redeploying cash flows from our investment and of our digital channels at over 70% in 2022, up loan portfolios, maturing loans, and retained from 44% in 2018; we continue to have more than earnings into higher-yielding assets. The 2023 80% of all online chats handled by bots; and general outlook for interest rates calls for a slower pace and magnitude of increases, peaking sometime in the second quarter. We believe a more stable interest rate environment will bode well for the bank’s future earnings and ability to recapture net interest income. Milestones Achieved in 2022 • Achieved record reported earnings of $93.4 million, up over prior year’s earnings of $87.1 million • Surpassed $7.8 billion in total assets Horizon does not expect to be an active acquirer • Completed the successful integration and during the 2023; however, we will continue to look stabilization of 14 new branch locations for opportunities to expand into higher-yield lending platforms and new business lines that complement our Commercial, Consumer, Mortgage, and Wealth Management platforms. Given our depth of talent and market knowledge, we believe that Indiana, Michigan, Northwest Ohio, and the greater Chicago markets will provide significant organic growth opportunities for years to come. We believe the combination of these markets and our multiple revenue streams supports the bank with stability to weather varying economic cycles, diversifies Horizon’s capital at risk, and provides stable and consistent returns to shareholders over time. We also believe Horizon’s future growth and earnings power are bright, given our recent deposit rich branch acquisition, investment in commercial lenders, and continued technology enhancements to better serve our customers. In addition, our organizational structure differentiates us from larger and out-of-state bank competitors through regional leadership teams, who are familiar with the markets, local advisory boards providing invaluable market insight, and in market loan authority which produces both exceptional client service and accountability for credit performance. This combination of local people, local knowledge and best-in-class delivery channels creates strong brand loyalty, as evidenced by our high net promoter scores and ability to deliver upon our customer service guarantees. acquired in September 2021 • Improved operating leverage, exceeding our objective of non-interest expense to total average assets of less than 2.0% • Maintained solid asset quality as measured by low non-performing loans to total loans and net charge-offs to average loans ratio of 0.52% and 0.02%, respectively • Improved efficiency and allocation of our resources through the closure of seven branches in 2022, ten in 2021, two in 2020, and nine in 2019, which exhibits ongoing discipline of our distribution channels and cost management • Fullfilled our leadership succession plan and announced a new Chief Executive Officer, effective June 1, 2023 Creating Shareholder Value Since 2003, Horizon has followed a written shareholder value plan which outlines how our core values, business discipline, and focus on strategic objectives will create long-term value to shareholders. During 2022, this was demonstrated through several key actions and events, including: • Return on average common equity of 13.7%. • Return on average assets of 1.24%. • A 6.7% increase in our quarterly dividend during the year. • Continuation of our uninterrupted payment MESSAGE TO THE SHAREHOLDERS of quarterly cash dividends for more than 30 years and an attractive dividend yield as of December 31, 2022 of 4.2%. • Maintained consistent shareholder liquidity with average shares of Horizon’s common stock traded per day at 153,402, 118,000, and 142,600 for the years 2022, 2021, and 2020, respectively. • As of 2022, 2021 and 2020 year-end, Horizon’s tangible book value per share was $11.59, $12.58 and $11.81, respectively. Due to rapidly rising interest rates during the year, Horizon’s 2022 tangible book value declined as a result of the accumulative other comprehensive income (AOCI) decline on our investments held in available for sale portfolio. Since our intention is to hold these available for sale investments, the AOCI mark should accrete back into tangible book value over time. • Continued our enrollment in the Russell 2000 and 3000 indices, which supports purchases of Horizon’s common stock in index funds tied to these widely used small-cap benchmarks. All of these actions and events coupled with Horizon’s continued commitment to its people first culture, a diverse business model, investment in technology, disciplined risk management, and prudent expense control provides us confidence in our ability to navigate future economic cycles and continue to deliver stable growth and shareholder value. On a Personal Note: On December 31, 2022, Horizon’s long-time lead director, Daniel F. Hopp, retired after 17 years of service to our Company. Dan served Horizon well throughout his tenure, and as our Lead Director, he was admired by his peers as a true professional and for his ability to lead board deliberations. We wish Dan the best in his retirement years and thank him for his years of loyal and dedicated service to the Board of Directors. In addition, effective June 1, 2023, Thomas M. Prame will assume the duties of Chief Executive Officer for Horizon Bancorp, Inc. and Horizon Bank with Craig Dwight remaining as the Chairman of the Board for both organizations. We are delighted with Thomas’ leadership and strategic planning skills and look forward to his engagement with Horizon’s Executive Management team of proven successful leaders, serving our shareholders well and creating value for our advisors, clients and communities. On behalf of the entire Horizon family, thank you for your continued support and investment in the Company. Craig M. Dwight Chairman & Chief Executive Officer Thomas M. Prame President 4 Dear Shareholder, In 2023, Horizon Bank celebrates its 150th anniversary, which is an incredible milestone, and a direct result of our core principles of people first, client relationships built on trust, community engagement, and operating a diversified revenue model. These principles have proven effective and, are why we have endured multiple economic cycles over the past century and a half. We are incredibly proud of our heritage and the positive impact that our Company has had on the lives of our advisors, communities and customers we serve. In 2022, Horizon Bancorp, Inc.’s (“Horizon”) accomplishments included: record earnings, strong commercial and consumer loan growth, the successful integration of our low-cost deposit franchise recently acquired in Michigan, and the ongoing maintenance of our strong asset quality metrics. Net income of $93.4 million represented a 7.2% increase over the prior year’s net income of $87.1 million and a 36.4% increase over 2020’s net income of $68.5 million. This increase in 2022 earnings reflects Horizon’s successful execution of our ongoing strategy to build mass and scale through organic and acquisitive growth, ongoing investment in talent and technology, and our continued focus on operational leverage. Horizon has a rich legacy of operating a safe and sound bank and delivering consistent returns over time. Horizon has exceeded the prior year’s net income in 21 out of the last 22 years. This has been driven by our compounded annual growth rate for assets and net income over the past twenty-two years of 12.7% and 15.2%, respectively. These results are also a reflection of our consistent and strong asset quality that has historically outperformed the KBW Regional Bank index for net charge offs throughout varying economic cycles, including the great recession. Horizon’s financial performance is truly a testament to the quality of our highly engaged and talented employees, our focus on relationship banking and the organization’s ability to adapt and establish new ways to create value for our stakeholders. Our team has not only grown total assets year after year, but also improved efficiency and operational leverage through our investments in talent and technology. We are very proud of how our employees have dealt with the challenges that our industry and our company has confronted over the past two decades and their ability to implement creative solutions to safeguard our shareholders and clients during the great recession, the ongoing pandemic, and other global challenges. This track record demonstrates Horizon’s values, work ethic, and willingness to serve our customers and communities above and beyond the call of duty. Balance Sheet Growth Horizon’s total assets at year-end 2022 were footprint. A challenge during the year was the $7.87 billion, representing a 6.2% increase over magnitude and velocity of the short-term interest 2021’s year-end total assets of $7.41 billion and rate hikes by the Federal Reserve Bank’s Open 33.6% over 2020 total year-end assets of $5.89 Market Committee and the corresponding billion. The increases are attributed to solid increase in competition for deposits. These organic commercial and consumer loan growth, market factors forced an increase in our cost of deposit retention, and the successful integration deposits at a faster rate than assets yields, of the 14-branch acquisition completed in September 2021, enhancing our Michigan resulting in pressure on our net interest margin. The outlook for 2023 calls for the Federal Reserve Bank to slow its pace and magnitude of rate approximately 19% of all checking accounts increases, with rates projected to plateau in opened online. Horizon’s customers are well mid-2023. Horizon’s deposit betas should slow supported, not only by over 70 financial centers, with a more moderate rate cycle, and therefore but through three independent call centers our net interest margin should react favorably as providing client support, 50 interactive teller we focus on increasing asset yields through new machines, combined with continuous customer loan production and reinvesting cash flows from enhancements to our digital banking platforms. investments, loan amortizations, and maturities. Customers continue to migrate everyday banking Total deposits at year-end 2022 were $5.86 activity towards our mobile and internet banking billion, remaining stable over prior year-end platforms and rely less on physical bank deposits of $5.80 billion and an increase of branches to handle their transactions. As a result 29.4% over 2020’s year-end deposits of $4.53 of our strategic technology and call center billion. During the year, Horizon has done a investments, we consolidate seven under-utilized commendable job of maintaining our deposit office locations in 2022 and 10 locations in 2021. base while other banks are experiencing deposit Over the past seven years, Horizon has closed outflows. This can be attributed to our strong 34 branches, maintaining high levels of customer relationship banking model and seasoned, core service and satisfaction while achieving deposit base throughout Indiana and Michigan. significant productivity gains and cost reductions. Asset quality throughout 2022 remained strong, Building for the Future evidenced by low non-performing loans to total loans at year-end at 0.52%, which is comparable to the prior year’s non-performing loan percentage and low net credit losses for the year at .02 of 1%, which is lower than 2021’s net charge-offs at .05 of 1%. Horizon’s favorable asset quality metrics and consistent underwriting standards have proven to perform well in varying economic cycles. Investments in Technology Horizon has a proven history of innovation, seizing upon new opportunities and building long-term shareholder value. Although our stock price declined in 2022, it was primarily a result of rapidly rising interest rates impacting our deposit funding costs and pressuring our net interest income in the near term. This is not uncommon for community banks. As we have done so historically, we believe Horizon will adapt, create new value-added alternatives from our diverse business model and persevere through this Horizon’s technology investments in 2022 economic cycle, just as we have weathered prior continued our ongoing commitment to providing financial and economic volatility over the past an exceptional customer experience while 150 years. Horizon’s unwavering core principles improving operational efficiency and maximizing have are the reason for our 150 years of success. our data management capabilities. As a result of our ongoing technology investments in systems In 2023, Horizon’s primary focus will be towards and talent, we have maintained a utilization rate redeploying cash flows from our investment and of our digital channels at over 70% in 2022, up loan portfolios, maturing loans, and retained from 44% in 2018; we continue to have more than earnings into higher-yielding assets. The 2023 80% of all online chats handled by bots; and general outlook for interest rates calls for a slower pace and magnitude of increases, peaking sometime in the second quarter. We believe a more stable interest rate environment will bode well for the bank’s future earnings and ability to recapture net interest income. Milestones Achieved in 2022 • Achieved record reported earnings of $93.4 million, up over prior year’s earnings of $87.1 million • Surpassed $7.8 billion in total assets Horizon does not expect to be an active acquirer • Completed the successful integration and during the 2023; however, we will continue to look stabilization of 14 new branch locations for opportunities to expand into higher-yield lending platforms and new business lines that complement our Commercial, Consumer, Mortgage, and Wealth Management platforms. Given our depth of talent and market knowledge, we believe that Indiana, Michigan, Northwest Ohio, and the greater Chicago markets will provide significant organic growth opportunities for years to come. We believe the combination of these markets and our multiple revenue streams supports the bank with stability to weather varying economic cycles, diversifies Horizon’s capital at risk, and provides stable and consistent returns to shareholders over time. We also believe Horizon’s future growth and earnings power are bright, given our recent deposit rich branch acquisition, investment in commercial lenders, and continued technology enhancements to better serve our customers. In addition, our organizational structure differentiates us from larger and out-of-state bank competitors through regional leadership teams, who are familiar with the markets, local advisory boards providing invaluable market insight, and in market loan authority which produces both exceptional client service and accountability for credit performance. This combination of local people, local knowledge and best-in-class delivery channels creates strong brand loyalty, as evidenced by our high net promoter scores and ability to deliver upon our customer service guarantees. acquired in September 2021 • Improved operating leverage, exceeding our objective of non-interest expense to total average assets of less than 2.0% • Maintained solid asset quality as measured by low non-performing loans to total loans and net charge-offs to average loans ratio of 0.52% and 0.02%, respectively • Improved efficiency and allocation of our resources through the closure of seven branches in 2022, ten in 2021, two in 2020, and nine in 2019, which exhibits ongoing discipline of our distribution channels and cost management • Fullfilled our leadership succession plan and announced a new Chief Executive Officer, effective June 1, 2023 Creating Shareholder Value Since 2003, Horizon has followed a written shareholder value plan which outlines how our core values, business discipline, and focus on strategic objectives will create long-term value to shareholders. During 2022, this was demonstrated through several key actions and events, including: • Return on average common equity of 13.7%. • Return on average assets of 1.24%. • A 6.7% increase in our quarterly dividend during the year. • Continuation of our uninterrupted payment SUMMARY OF SELECTED FINANCIAL DATA 2022 2021 2020 2019 2018 of quarterly cash dividends for more than tangible book value declined as a result of 30 years and an attractive dividend yield as the accumulative other comprehensive of December 31, 2022 of 4.2%. • Maintained consistent shareholder liquidity with average shares of Horizon’s common stock traded per day at 153,402, 118,000, and 142,600 for the years 2022, 2021, and income (AOCI) decline on our investments held in available for sale portfolio. Since our intention is to hold these available for sale investments, the AOCI mark should accrete back into tangible book value over time. 2020, respectively. • Continued our enrollment in the Russell • As of 2022, 2021 and 2020 year-end, Horizon’s tangible book value per share was $11.59, $12.58 and $11.81, 2000 and 3000 indices, which supports purchases of Horizon’s common stock in index funds tied to these widely used respectively. Due to rapidly rising interest small-cap benchmarks. rates during the year, Horizon’s 2022 All of these actions and events coupled with Horizon’s continued commitment to its people first culture, a diverse business model, investment in technology, disciplined risk management, and prudent expense control provides us confidence in our ability to navigate future economic cycles and continue to deliver stable growth and shareholder value. On a Personal Note: On December 31, 2022, Horizon’s long-time lead director, Daniel F. Hopp, retired after 17 years of service to our Company. Dan served Horizon well throughout his tenure, and as our Lead Director, he was admired by his peers as a true professional and for his ability to lead board deliberations. We wish Dan the best in his retirement years and thank him for his years of loyal and dedicated service to the Board of Directors. In addition, effective June 1, 2023, Thomas M. Prame will assume the duties of Chief Executive Officer for Horizon Bancorp, Inc. and Horizon Bank with Craig Dwight remaining as the Chairman of the Board for both organizations. We are delighted with Thomas’ leadership and strategic planning skills and look forward to his engagement with Horizon’s Executive Management team of proven successful leaders, serving our shareholders well and creating value for our advisors, clients and communities. On behalf of the entire Horizon family, thank you for your continued support and investment in the Company. Craig M. Dwight Chairman & Chief Executive Officer Earnings Net interest income Credit loss expense Non-interest income Non-interest expense Income tax expense Net income available to common shareholders $ $ $ $ $ 199,518 (1,816) 47,451 143,201 12,176 93,408 175,805 (2,084) 57,952 133,394 15,356 87,091 165,530 20,751 59,621 126,031 9,870 68,499 156,393 1,976 43,058 117,634 13,303 66,538 131,923 2,906 34,413 99,870 10,443 53,117 $ $ $ $ $ Cash dividends $ 27,765 $ 24,768 $ 21,183 $ 20,835 $ 15,418 Per Share Data Basic earnings per share Diluted earnings per share Cash dividends declared per common share Book value per common share Tangible book value per common share Weighted-average shares outstanding Basic Diluted Period End Totals Loans, net of deferred loan fees and unearned income Allowance for credit losses Total assets Total deposits Total borrowings Ratios Loan to deposit Loan to total funding Return on average assets Average stockholders’ equity to average total assets Return on average stockholders’ equity Dividend payout ratio (dividends divided by basic earnings per share) Price to book value ratio Price to earnings ratio $2.14 2.14 0.63 15.55 11.59 $1.99 1.98 0.56 16.61 12.58 $1.56 1.55 0.48 15.78 11.81 $1.53 1.53 0.46 14.59 10.63 $1.39 1.38 0.40 12.82 9.43 43,568,823 43,699,734 43,802,733 43,955,280 44,044,737 44,123,208 43,493,316 43,597,595 38,347,059 38,495,231 $ 4,157,998 50,464 7,872,518 5,857,774 1,258,872 $ 3,658,534 54,286 7,411,889 5,802,991 828,274 $ 3,880,682 57,027 5,886,614 4,531,133 590,151 $ 3,650,063 17,667 5,246,829 3,931,002 606,052 $ 3,025,529 17,820 4,246,688 3,139,376 588,221 71.08% 58.51% 1.24% 9.07% 13.66% 29.44% 96.98% 7.05x 63.26% 55.36% 1.34% 10.93% 12.23% 28.14% 85.94% 76.04% 1.22% 11.82% 10.29% 30.77% 92.96% 80.54% 1.35% 12.28% 10.98% 30.07% 96.41% 81.19% 1.31% 11.65% 11.22% 28.78% 125.53% 10.53x 100.51% 10.23x 130.23% 12.42x 123.09% 11.43x 5 This page intentionally left blank. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission file number 0000-10792 Horizon Bancorp, Inc. (Exact name of registrant as specified in its charter) Indiana 35-1562417 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 515 Franklin Street, Michigan City, Indiana 46360 (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: 219-879-0211 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 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well–known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act. Large Accelerated Filer Non-Accelerated Filer Emerging Growth Company ☒ ☐ ☐ Accelerated Filer Smaller Reporting 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes–Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the registrant’s common stock held by non–affiliates of the registrant, based on the last sale price of such stock as of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $733.3 million. As of March 13, 2023, the registrant had 43,577,689 shares of common stock outstanding. Documents Incorporated by Reference Document Part of Form 10–K into which portion of document is incorporated Portions of the Registrant’s Proxy Statement to be filed for its May 4, 2023 annual meeting of shareholders Part III HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K TABLE OF CONTENTS FORWARD–LOOKING STATEMENTS PART I Item 1 Item 1A Item 1B Item 2 Item 3 Item 4 Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Special Information about our Executive Officers PART II Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B Item 9C PART III Item 10 Item 11 Item 12 Item 13 Item 14 PART IV Item 15 Item 16 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Reserved Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Exhibits and Financial Statement Schedules Form 10–K Summary SIGNATURES Page 3 5 17 30 31 31 31 32 33 34 35 64 66 140 140 142 142 143 143 143 144 144 145 148 149 2 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K FORWARD–LOOKING STATEMENTS A cautionary note about forward-looking statements: In addition to historical information, information included and incorporated by reference in this Annual Report on Form 10–K contains certain “forward–looking statements” within the meaning of the federal securities laws. Horizon Bancorp, Inc. (“Horizon”) intends such forward–looking statements to be covered by the safe harbor provisions for forward–looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of invoking those safe–harbor provisions. Forward–looking statements can include statements about estimated cost savings, plans and objectives for future operations and expectations about Horizon’s financial and business performance as well as economic and market conditions. They often can be identified by the use of words such as “expect,” “may,” “likely,” “could,” “should,” “will,” “intend,” “project,” “estimate,” “believe,” “anticipate,” “seek,” “plan,” “goals,” “strategy,” “future” and variations of such words and similar expressions. Horizon may include forward-looking statements in filings it makes with the Securities and Exchange Commission (“SEC”), such as this Form 10–K, in other written materials, and in oral statements made by senior management to analysts, investors, representatives of the media and others. Horizon intends that these forward–looking statements speak only as of the date they are made, and Horizon undertakes no obligation to update any forward–looking statement to reflect events or circumstances after the date on which the forward–looking statement is made or to reflect the occurrence of unanticipated events. Although management believes that the expectations reflected in forward–looking statements are reasonable, actual results may differ materially, whether adversely or positively, from the expectations of Horizon that are expressed or implied by any forward–looking statement. Risks, uncertainties, and factors that could cause Horizon’s actual results to vary materially from those expressed or implied by any forward–looking statement include but are not limited to the following: • • • • • • • • • • • • • • • changes in the level and volatility of interest rates, spreads on earning assets and interest bearing liabilities, and interest rate sensitivity; the ability of the Company to remediate its material weaknesses in its internal control over financial reporting; continuing increases in inflation; loss of key Horizon personnel; economic conditions and their impact on Horizon and its customers, including local and global economic recovery from the pandemic; the increasing use of Bitcoin and other crypto currencies and/or stable coin and the possible impact these alternative currencies may have on deposit disintermediation and income derived from payment systems; the effect of low interest rates on net interest rate margin and their impact on mortgage loan volumes and the outflow of deposits; increases in disintermediation, as new technologies allow consumers to complete financial transactions without the assistance of banks, which may have been accelerated by the COVID–19 pandemic; potential loss of fee income, including interchange fees, as new and emerging alternative payment platforms (e.g., Apple Pay or Bitcoin) take a greater market share of the payment systems; estimates of fair value of certain of Horizon’s assets and liabilities; volatility and disruption in financial markets; prepayment speeds, loan originations, credit losses and market values, collateral securing loans and other assets; sources of liquidity; potential risk of environmental liability related to lending and acquisition activities; changes in the competitive environment in Horizon’s market areas and among other financial service providers; 3 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K legislation and/or regulation affecting the financial services industry as a whole, and Horizon and its subsidiaries in particular; changes in regulatory supervision and oversight, including monetary policy and capital requirements; changes in accounting policies or procedures as may be adopted and required by regulatory agencies; litigation, regulatory enforcement, tax, and legal compliance risk and costs, as applicable generally and specifically to the financial and fiduciary (generally and as an ESOP fiduciary) environment, especially if materially different from the amount we expect to incur or have accrued for, and any disruptions caused by the same; the effects and costs of governmental investigations or related actions by third parties; rapid technological developments and changes; the risks presented by cyber terrorism and data security breaches; the rising costs of effective cybersecurity; containing costs and expenses; the ability of the U.S. federal government to manage federal debt limits; the potential influence on the U.S. financial markets and economy from the effects of climate change and social justice initiatives; the potential influence on the U.S. financial markets and economy from material changes outside the U.S. or in overseas relations, including changes in U.S. trade relations related to imposition of tariffs, Brexit, and the phase out of the London Interbank Offered Rate (“LIBOR”) according to regulatory guidance; the risks of expansion through mergers and acquisitions, including unexpected credit quality problems with acquired loans, difficulty integrating acquired operations and material differences in the actual financial results of such transactions compared with Horizon’s initial expectations, including the full realization of anticipated cost savings; acts of terrorism, ware and global conflicts, such as the Russia and Ukraine conflict, and the potential impact they may have on supply chains, the availability of commodities, commodity prices, inflationary pressure and the overall U.S. and global financial markets; current financial conditions within the banking industry, including the effects of recent failures of other financial institutions, liquidity levels, and responses by the Federal Reserve, Department of the Treasury, and the Federal Deposit Insurance Corporation to address these issues. • • • • • • • • • • • • • • • You are cautioned that actual results may differ materially from those contained in the forward–looking statements. The “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Form 10–K lists some of the factors that could cause Horizon’s actual results to vary materially from those expressed in or implied by any forward–looking statements. We direct your attention to this discussion. Other risks and uncertainties that could affect Horizon’s future performance are set forth below in Item 1A, “Risk Factors.” 4 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K PART I ITEM1. BUSINESS The disclosures in this Item 1 are qualified by the disclosures below in Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other cautionary statements set forth elsewhere in this Annual Report on Form 10–K. General Horizon Bancorp, Inc. (“Horizon” or the “Company”) is a registered bank holding company incorporated in Indiana and headquartered in Michigan City, Indiana. Horizon provides a broad range of banking services in northern and central Indiana and southern and central Michigan through its bank subsidiary, Horizon Bank (“Horizon Bank” or the “Bank”) and other affiliated entities and Horizon Risk Management, Inc. Horizon operates as a single segment, which is commercial banking. Horizon’s common stock is traded on the NASDAQ Global Select Market under the symbol HBNC. Horizon Bank (formerly known as “Horizon Bank, N.A.”) was founded in 1873 as a national association, and it remained a national association until its conversion to an Indiana commercial bank effective June 23, 2017. The Bank is a full–service commercial bank offering commercial and retail banking services, corporate and individual trust and agency services and other services incident to banking. Horizon Risk Management, Inc. is a captive insurance company incorporated in Nevada and was formed as a wholly–owned subsidiary of Horizon. Over the last 20 years, Horizon has expanded its geographic reach and experienced financial growth through a combination of both organic expansion and mergers and acquisitions. Horizon’s initial operations focused on northwest Indiana, but since then, the Company has developed a presence in new markets in southern and central Michigan and northeastern and central Indiana. The most recent material expansions through acquisitions are described below. On September 17, 2021, Horizon Bank completed the purchase and assumption of certain assets and liabilities of 14 former TCF National Bank (“TCF”) branches in 11 Michigan counties. Net cash of $618.2 million was received in the transaction, representing the deposit balances assumed at closing, net of amounts paid for loans of $212.0 million, fixed assets of $6.9 million, cash of $4.0 million and a 1.75% premium on deposits. Customer deposit balances were recorded at $846.4 million and a core deposit intangible of $1.6 million was recorded in the transaction, which will be amortized over 10 years on a straight line basis. Goodwill of $4.0 million was generated in the transaction. The Bank maintains 71 full service offices. At December 31, 2022, the Bank had total assets of $7.9 billion and total deposits of $5.9 billion. The Bank has wholly–owned direct and indirect subsidiaries: Horizon Investments, Inc. (“Horizon Investments”), Horizon Properties, Inc. (“Horizon Properties”), Horizon Insurance Services, Inc. (“Horizon Insurance”), Horizon Grantor Trust and Wolverine Commercial Holdings, LLC. Horizon Investments manages the investment portfolio of the Bank. Horizon Properties manages the real estate investment trust. Horizon Insurance is used by the Company’s Wealth Management to sell certain life insurance products through a third party. Horizon Grantor Trust holds title to certain company owned life insurance policies. Wolverine Commercial Holdings, LLC currently holds one piece of property but does not otherwise engage in significant business activities. Horizon formed Horizon Bancorp Capital Trust II in 2004 (“Trust II”) and Horizon Bancorp Capital Trust III in 2006 (“Trust III”) for the purpose of participating in pooled trust preferred securities offerings. The Company assumed additional debentures as the result of the acquisition of Alliance Financial Corporation in 2005, which formed Alliance Financial Statutory Trust I (“Alliance Trust”). The Company also assumed additional debentures as the result of the acquisition of American Trust & Savings Bank (“American”) in 2010, which formed Am Tru Statutory Trust I (“Am Tru Trust”). The Company also assumed additional debentures as the result of the Heartland transaction, which formed Heartland (IN) Statutory Trust II (“Heartland Trust”). In 2016, the Company also assumed additional debentures as the result of the LaPorte Bancorp transaction. LaPorte Bancorp acquired City Savings Financial Corporation in 2007. City Savings Financial Corporation issued the debentures and formed City Savings Statutory Trust I (“City Savings”) in 2003. The Company also assumed additional debentures as the result of the Salin transaction, which formed Salin Statutory Trust I (“Salin Trust”) in 2003. See Note 14 of the Consolidated Financial Statements included at Item 8 for further discussion regarding these previously consolidated entities that are now reported separately. 5 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K The business of Horizon is not seasonal to any material degree. No material part of Horizon’s business is dependent upon a single or small group of customers, the loss of any one or more of which would have a materially adverse effect on the business of Horizon. In 2022, revenues from loans accounted for 61.2% of the total consolidated revenue, and revenues from investment securities accounted for 22.0% of total consolidated revenue. Available Information The Company’s Internet address is www.horizonbank.com. The Company makes available, free of charge through the “About Us – Investor Relations – Documents – SEC Filings” section of its Internet website, copies of the Company’s Annual Report on Form 10–K, Quarterly Reports on Form 10–Q, Current Reports on Form 8–K and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after those reports are filed with or furnished to the SEC. The contents of our website are not incorporated by reference into this Annual Report on Form 10–K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Employees and Human Capital Resources We believe that the foundation of our success in the banking business lies with the quality of our employees, the development of our employees' skills and career goals, and our ability to provide a comprehensive rewarding experience and work environment. We encourage and support the development of our employees and, wherever possible, strive to fill positions from within the organization. As of December 31, 2022, the Company employed 852 full–time and 71 part–time employees across all locations. Competition Horizon faces a high degree of competition in all of its primary markets. The Bank’s primary market consists of areas throughout the northern and central regions of the state of Indiana along with the southern and central regions of the state of Michigan. The Bank’s primary market is further defined by the Indiana and Michigan counties identified below. The Bank competes with other commercial banks, savings and loan associations, consumer finance companies, credit unions and other non–bank and digital financial service providers. In addition, Financial Technology, or FinTech, start–ups are emerging in key banking areas. To a more moderate extent, the Bank competes with Chicago money center banks, mortgage banking companies, insurance companies, brokerage houses, other institutions engaged in money market financial services and certain government agencies. Many non–financial institution competitors face fewer regulatory restrictions. 6 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K The following table estimates the number of financial institution competitors in Horizon’s primary market areas, along with Horizon’s competitive position in these areas, based on the June 30, 2022 Federal Deposit Insurance Corporation (“FDIC”) Deposit Market Share Report (available at www.fdic.gov ): County Allen Bartholomew Carroll Cass DeKalb Elkhart Fountain Grant Hamilton Howard Johnson Kosciusko LaGrange Lake LaPorte Marion Noble Porter St. Joseph Tippecanoe Whitley INDIANA MICHIGAN Number of Institutions Horizon Market Share County Number of Institutions Horizon Market Share 20 9 6 6 11 16 4 7 27 9 20 10 4 16 8 26 6 11 14 15 7 0.82 % Arenac 6.37 % Berrien 24.41 % Charlevoix 17.51 % Crawford 12.46 % Ingham 0.92 % Kalamazoo 8.50 % Kent 5.67 % Mecosta 0.19 % Midland 2.96 % Missaukee 11.33 % Newaygo 5.11 % Oakland 3.49 % Ostego 1.91 % Ottawa 55.34 % Roscommon 0.80 % Saginaw 4.57 % Shiawassee 10.49 % St. Joseph 0.30 % Wexford 6.16 % 6.18 % 4 8 4 2 18 14 24 7 7 2 6 28 5 14 4 12 6 9 5 31.40 % 12.01 % 3.05 % 26.06 % 1.84 % 1.99 % 0.58 % 11.46 % 18.96 % 52.98 % 7.03 % 0.27 % 15.99 % 0.91 % 11.47 % 0.76 % 15.58 % 5.93 % 24.09 % At the time of the FDIC Deposit Market Share Report, Horizon was the largest of the eight bank and thrift institutions in La Porte County, the largest of the six institutions in Carroll County, the second largest of the 20 institutions in Johnson County, the third largest of the 11 institutions in DeKalb County, the third largest of the six institutions in Cass County, the fifth largest of the 15 institutions in Tippecanoe County, and the fifth largest of the 11 institutions in Porter County. In Michigan, Horizon was the second largest of the seven bank and thrift institutions in Midland County and the fourth largest of the eight bank and thrift institutions in Berrien County. Regulation and Supervision General As a bank holding company and a financial holding company, the Company is subject to extensive regulation, supervision and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board” or “Federal Reserve”) as its primary federal regulator under the Bank Holding Company Act of 1956, as amended (“BHC Act”). The Company is required to file annual reports with the Federal Reserve and provide other information that the Federal Reserve may require. The Federal Reserve may also make examinations and inspections of the Company. 7 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K The Bank, as an Indiana–state chartered bank, is subject to extensive regulation, supervision and examination by the Indiana Department of Financial Institutions (“DFI”) as its primary state regulator. Also, as to certain matters, the Bank is under the supervision of, and subject to examination by, the Federal Deposit Insurance Corporation (“FDIC”) because the FDIC provides deposit insurance to the Bank and is the Bank’s primary federal regulator. The supervision, regulation and examination of Horizon and the Bank by the bank regulatory agencies are intended primarily for the protection of depositors rather than for the benefit of Horizon’s shareholders. Horizon is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Exchange Act, as administered by the SEC. Horizon’s common stock is listed on the NASDAQ Global Select Market under the trading symbol “HBNC,” and Horizon is subject to the NASDAQ rules applicable to listed companies. Included below is a brief summary of significant aspects of the laws, regulations and policies applicable to Horizon and the Bank. This summary is qualified in its entirety by reference to the full text of the statutes, regulations and policies that are referenced and is not intended to be an exhaustive description of the statutes, regulations and policies applicable to the business of Horizon and the Bank. Also, such statutes, regulations and policies are continually under review by Congress and state legislatures and by federal and state regulatory agencies. A change in statutes, regulations or regulatory policies applicable to Horizon and the Bank could have a material effect on Horizon’s business, financial condition and results of operations. The Bank Holding Company Act The BHC Act generally limits the business in which a bank holding company and its subsidiaries may engage to banking or managing or controlling banks and those activities that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto. Those closely related activities currently can include such activities as consumer finance, mortgage banking and securities brokerage. Certain well–managed and well– capitalized bank holding companies may elect to be treated as a “financial holding company” and, as a result, will be permitted to engage in a broader range of activities that are financial in nature and in activities that are determined to be incidental or complementary to activities that are financial in nature. Horizon has both qualified as, and elected to be, a financial holding company. Activities that are considered financial in nature include securities underwriting and dealing, insurance underwriting and making merchant banking investments. To commence any new activity permitted by the BHC Act or to acquire a company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the Community Reinvestment Act. The Federal Reserve Board has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the Federal Reserve Board has reasonable grounds to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company. Federal Reserve Board policy has historically required bank holding companies to act as a source of financial and managerial strength for their subsidiary banks. The Dodd–Frank Wall Street Reform and Consumer Protection Act (the “Dodd–Frank Act”), which was signed into law on July 21, 2010, codified this policy. Under this requirement, Horizon is required to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances in which Horizon might not otherwise do so. For this purpose, “source of financial strength” means Horizon’s ability to provide financial assistance to the Bank in the event of the Bank’s financial distress. The BHC Act, the Bank Merger Act (which is the popular name for Section 18(c) of the Federal Deposit Insurance Act) and other federal and state statutes regulate acquisitions of banks and bank holding companies. The BHC Act requires the prior approval of the Federal Reserve before a bank holding company may acquire more than a 5% voting interest or substantially all the assets of any bank or bank holding company. Banks must also seek prior approval from their primary state and federal regulators for any such acquisitions. In reviewing applications seeking approval for mergers and other acquisition transactions, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the Community Reinvestment Act and the effectiveness of the subject organizations in combating money laundering activities. 8 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), a bank holding company is required to guarantee the compliance of any insured depository institution subsidiary that may become “undercapitalized” (as defined in FDICIA), with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal bank regulatory agency. Bank holding companies, such as Horizon, and their insured depository institutions, such as the Bank, are subject to various regulatory capital requirements administered by the federal and state regulators. The guidelines establish a systematic analytical framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations. Risk–based capital ratios are determined by allocating assets and specified off–balance sheet commitments to four risk weighted categories, with higher levels of capital being required for the categories perceived as representing greater risk. Recently, the Federal bank regulatory agencies, working jointly, adopted a rule designed to simplify capital requirements for community banks, allowing qualifying community banks to adopt a simple community bank leverage ratio. For an additional discussion of the Company’s regulatory capital ratios and regulatory requirements as of December 31, 2022, please refer to the subsection titled “Capital Regulation” in this “Regulation and Supervision” section. Branching and Acquisitions Indiana law, the BHC Act and the Bank Merger Act restrict certain types of expansion by the Company and the Bank. The Company and the Bank may be required to apply for prior approval from (or give prior notice and an opportunity for review to) the Federal Reserve, the DFI and the FDIC, and or other regulatory agencies as a condition to the acquisition or establishment of new offices, or the acquisition by merger, purchase or otherwise of the stock, business or assets of other banks or companies. Under current law, Indiana chartered banks may establish branches throughout the state and in other states, subject to certain limitations. Indiana law also authorizes an Indiana bank to establish one or more branches in states other than Indiana through interstate merger transactions and to establish one or more interstate branches through de novo branching or the acquisition of a branch. The Dodd–Frank Act permits the establishment of de novo branches in states where such branches could be opened by a state bank chartered by that state. The consent of the state in which the new branch will be opened is no longer required. Deposit Insurance and Assessments The Bank’s deposits are insured to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC. Generally, deposits are insured up to the statutory limit of $250,000 per account title. Banks are subject to deposit insurance premiums and assessments to maintain the DIF. The FDIC has authority to raise or lower assessment rates on insured banks in order to achieve statutorily required reserve ratios in the DIF and to impose special additional assessments. The Dodd–Frank Act resulted in significant changes to the FDIC’s deposit insurance system. Under the Dodd–Frank Act, the FDIC is authorized to set the reserve ratio for the DIF at no less than 1.35%, and must achieve the 1.35% designated reserve ratio by September 30, 2020. The FDIC must offset the effect of the increase in the minimum designated reserve ratio from 1.15% to 1.35% on insured depository institutions of less than $10 billion and may declare dividends to depository institutions when the reserve ratio at the end of a calendar quarter is at least 1.50%, although the FDIC has the authority to suspend or limit such permitted dividend declarations. The FDIC has set the long term goal for the designated reserve ratio of the deposit insurance fund at 2% of estimated insured deposits. Also as a consequence of the Dodd–Frank Act, the assessment base for deposit insurance premiums was changed in 2011 from adjusted domestic deposits to average consolidated total assets minus average tangible equity. Tangible equity for this purpose means Tier 1 capital. The initial base assessment rates ranged from 5 to 35 basis points. For small Risk Category I banks, such as Horizon Bank, the rates ranged from 5 to 9 basis points. Adjustments are made to the initial assessment rates based on long–term unsecured debt, depository institution debt, and brokered deposits. Effective as of June 30, 2016, the reserve ratio reached 1.15% and a new assessment rate schedule became effective July 1, 2016, with rates ranging from 3 to 30 basis points instead of 5 to 35 basis points. Assessment rates for all established smaller banks will be determined using financial measures and supervisory ratings derived from a 9 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K statistical model estimating the probability of failure over three years. The new pricing system eliminates risk categories, but establishes minimum and maximum assessment rates for established small banks based on a bank’s CAMELS composite ratings (i.e., capital adequacy, asset quality, management, earnings, liquidity and sensitivity). By September 2018, the statutory minimum was exceeded, with the reserve ratio reaching 1.36%. By September 2020, the FDIC had announced that the ratio had declined to 1.30% due largely to the effects of the COVID–19 pandemic and a surge in deposits. The FDIC adopted a plan to restore the fund to the 1.35% ratio within eight years but did not change its assessment schedule. The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe and unsound condition to continue operations or has violated any applicable law, regulation, order or any condition imposed in writing by, or written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital. Transactions with Affiliates and Insiders Horizon and the Bank are subject to the Federal Reserve Act, which restricts financial transactions between banks, affiliated companies and their executive officers, including limits on credit transactions between these parties. The statute prescribes terms and conditions in order for bank affiliate transactions to be deemed to be consistent with safe and sound banking practices, and it also restricts the types of collateral security permitted in connection with a bank’s extension of credit to an affiliate. In general, extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, and subject to credit underwriting procedures that are at least as stringent as those prevailing at the time for comparable transactions with non–affiliates, and (ii) must not involve more than the normal risk of repayment or present other unfavorable features. Capital Regulation The federal bank regulatory authorities have adopted risk–based capital guidelines for banks and bank holding companies that are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and account for off–balance sheet items. Generally, to satisfy the capital requirements, the Company must maintain capital sufficient to meet both risk–based asset ratio tests and a leverage ratio test on a consolidated basis. Risk–based capital ratios are determined by allocating assets and specified off–balance sheet commitments into various risk–weighted categories, with higher weighting assigned to categories perceived as representing greater risk. A risk–based ratio represents the applicable measure of capital divided by total risk–weighted assets. The leverage ratio is a measure of the Company’s core capital divided by total assets adjusted as specified in the guidelines. The capital guidelines divide a bank holding company’s or bank’s capital into two tiers. The first tier (“Tier I”) includes common equity, certain non–cumulative perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets (except mortgage servicing rights and purchased credit card relationships, subject to certain limitations). Supplementary capital (“Tier II”) includes, among other items, cumulative perpetual and long–term limited–life preferred stock, mandatory convertible securities, certain hybrid capital instruments, term subordinated debt and the allowance for loan and lease losses, subject to certain limitations, less required deductions. The regulations also require the maintenance of a leverage ratio designed to supplement the risk–based capital guidelines. This ratio is computed by dividing Tier I capital, net of all intangibles, by the quarterly average of total assets. Pursuant to the regulations, banks must maintain capital levels commensurate with the level of risk, including the volume and severity of problem loans to which they are exposed. Effective January 1, 2015 (subject to certain phase–in provisions through January 1, 2019), the Company became subject to federal banking rules implementing changes arising from Dodd–Frank and the U.S. Basel Committee on Banking Supervision, providing a capital framework for all U.S. banks and bank holding companies (“Basel III”). Basel III increased the minimum requirements for both the quantity and quality of capital held by Horizon and the Bank. The rules include a common equity Tier 1 capital ratio of 4.5%, a minimum Tier 1 capital ratio of 6.0% (increased from 4.0%), a total capital ratio of 8.0% (unchanged from prior rules) and a minimum leverage ratio of 4.0%. The rules also require a common equity Tier 1 capital conservation buffer of 2.5% of risk–weighted assets, which is in addition to the other minimum risk–based capital standards in the rule. Institutions that do not maintain 10 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K the required capital conservation buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of certain bonuses to senior executive management. The capital conservation buffer requirement was phased in over three years beginning in 2016 at 0.625% of risk-weighted assets and increased each year until fully implemented at 2.5% on January 1, 2019. The capital conservation buffer requirement effectively raises the minimum required common equity Tier 1 capital ratio to 7.0%, the Tier 1 capital ratio to 8.5% and the total capital ratio to 10.5%. Basel III also introduced other changes, including an increase in the capital required for certain categories of assets, including higher–risk construction real estate loans and certain exposures related to securitizations. Banking organizations with less than $15 billion in assets as of December 31, 2010, such as Horizon, are permitted to retain non–qualifying Tier 1 capital trust preferred securities issued prior to May 19, 2010, subject generally to a limit of 25% of Tier 1 capital. In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Regulatory Relief Act”) was enacted, to modify or remove certain financial reform rules and regulations, including some implemented under the Dodd–Frank Act. As directed by the Regulatory Relief Act, in October 2019, federal banking regulators established a “Community Bank Leverage Ratio” to replace the leverage and risk–based regulatory capital ratios for qualifying community banking organizations that choose to opt in to the new framework. Any qualifying depository institution or its holding company that exceeds the “Community Bank Leverage Ratio” of 9% will be considered to have met generally applicable leverage and risk–based regulatory capital ratios, and any qualifying depository institution that exceeds the new ratio will be considered to be “well–capitalized” under the prompt correction action rules. The federal banking regulators also adopted additional capital simplification rules effective for 2020. The capital simplifications rules increase the individual regulatory limit for mortgage servicing assets and certain deferred tax assets, remove the aggregate 15% common equity Tier 1 capital threshold deduction, streamline the treatment for investments in the capital of unconsolidated financial institutions, and simplify the calculation for minority interest limitations for non-advanced approaches banking organizations. Horizon’s management believes that, as of December 31, 2022, Horizon and the Bank met all capital adequacy requirements under the Basel III capital rules currently in effect. 11 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K The following is a summary of Horizon’s and the Bank’s regulatory capital and capital requirements at December 31, 2022. Actual Amount Ratio Required for Capital Adequacy Purposes(1) Amount Ratio Required For Capital Adequacy Purposes with Capital Buffer(1) Amount Ratio Well Capitalized Under Prompt Corrective Action Provisions(1) Amount Ratio Total capital (to risk- weighted assets)(1) Consolidated Bank Tier 1 capital (to risk- weighted assets)(1) Consolidated Bank Common equity tier 1 capital (to risk-weighted assets)(1) Consolidated Bank Tier 1 capital (to average assets)(1) Consolidated Bank $ 776,390 14.37 % $ 432,172 8.00 % $ 567,226 10.50 % N/A N/A 726,339 13.59 % 427,456 8.00 % 561,036 10.50 % $ 534,320 10.00 % 729,835 13.51 % 324,129 6.00 % 459,183 8.50 % N/A N/A 679,784 12.72 % 320,592 6.00 % 454,172 8.50 % 427,456 8.00 % 609,630 11.28 % 243,097 4.50 % 378,151 7.00 % N/A N/A 679,784 12.72 % 240,444 4.50 % 374,024 7.00 % 347,308 6.50 % 729,835 10.03 % 291,122 4.00 % 291,122 4.00 % N/A N/A 679,784 8.89 % 305,996 4.00 % 305,996 4.00 % 382,495 5.00 % (1) As defined by regulatory agencies The Dodd–Frank Act also requires the Federal Reserve to set minimum capital levels for bank holding companies that are as stringent as those required for insured depository subsidiaries, except that bank holding companies with less than $1 billion in assets are exempt from these capital requirements. Dividends Horizon is a legal entity separate and distinct from the Bank. The primary source of Horizon’s cash flow, including cash flow to pay dividends on its common stock, is the payment of dividends to Horizon by the Bank. Under Indiana law, the Bank may pay dividends of so much of its undivided profits (generally, earnings less losses, bad debts, taxes and other operating expenses) as is considered appropriate by the Bank’s Board of Directors. However, the Bank must obtain the approval of the DFI for the payment of a dividend if the total of all dividends declared by the Bank during the current year, including the proposed dividend, would exceed the sum of retained net income for the year to date plus its retained net income for the previous two years. For this purpose, “retained net income” means net income as calculated for call report purposes, less all dividends declared for the applicable period. The Bank is generally exempt from this DFI pre–approval process for dividends if (i) the Bank has been assigned a composite uniform financial institutions rating of 1 or 2 as a result of the most recent federal or state examination; (ii) the proposed dividend will not result in a Tier 1 leverage ratio below 7.5%; and (iii) the Bank is not subject to any corrective action, supervisory order, supervisory agreement or board approved operating agreement. The FDIC has the authority to prohibit the Bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of the Bank. In addition, under Federal Reserve supervisory policy, a bank holding company generally should not maintain its existing rate of cash dividends on common shares unless (i) the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends and (ii) the prospective rate of earnings retention appears consistent with the organization’s capital needs, assets, quality and overall financial condition. The Federal Reserve issued a letter dated February 24, 2009, to bank holding companies informing them that it expects bank holding companies to consult with it in advance of declaring dividends that could raise safety and soundness concerns (i.e., such as when the dividend is not supported by earnings or involves a material 12 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K increase in the dividend rate) and in advance of repurchasing shares of common stock or preferred stock. Although the effect of this letter was revised in December 2015 to become inapplicable to certain large U.S. bank holding companies (generally, those with at least $50 billion in average total consolidated assets), the guidance remains effective for bank holding companies like Horizon. Prompt Corrective Regulatory Action “adequately capitalized,” “undercapitalized,” Under FDICIA, federal banking regulatory authorities are required to take regulatory enforcement actions known as “prompt corrective action” with respect to depository institutions that do not meet minimum capital requirements. The extent of the regulators’ powers depends on whether the institution in question is categorized as “well “critically capitalized,” undercapitalized,” as defined by regulation. Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include: (i) requiring the submission of a capital restoration plan; (ii) placing limits on asset growth and restrictions on activities; (iii) requiring the institution to issue additional capital stock (including additional voting stock) or to be acquired; (iv) restricting transactions with affiliates; (v) restricting the interest rate the institution may pay on deposits; (vi) ordering a new election of directors of the institution; (vii) requiring that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on subordinated debt; and (xi) ultimately, for critically undercapitalized institutions, appointing a receiver for the institution. “significantly undercapitalized,” or At December 31, 2022, the Bank was categorized as “well capitalized,” meaning that the Bank’s total risk–based capital ratio exceeded 10%, the Bank’s Tier 1 risk–based capital ratio exceeded 8%, the Bank’s common equity Tier 1 risk–based capital ratio exceeded 6.5%, the Bank’s leverage ratio exceeded 5%, and the Bank was not subject to a regulatory order, agreement or directive to meet and maintain a specific capital level for any capital measure. Banking regulators may change these capital requirements from time to time, depending on the economic outlook generally and the outlook for the banking industry. The Company is unable to predict whether and when any such further capital requirements would be imposed and, if so, to what levels and on what schedule. Anti–Money Laundering — The USA Patriot Act and the Bank Secrecy Act Horizon is subject to the provisions of the USA PATRIOT Act of 2001, which contains anti–money laundering and financial transparency laws and requires financial institutions to implement additional policies and procedures to address money laundering, suspicious activities and currency transaction reporting, and currency crimes. The regulations promulgated under the USA PATRIOT Act of 2001 require financial institutions such as the Bank to adopt controls to detect, prevent and report money laundering and terrorist financing and to verify the identities of their customers. The Bank Secrecy Act of 1970, which was amended to incorporate certain provisions of the USA PATRIOT Act of 2001, also focuses on combating money laundering and terrorist financing and requires financial institutions to develop policies, procedures and practices to prevent, detect and deter these activities, including customer identification programs and procedures for filing suspicious activity reports. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations relating thereto, could have serious legal and reputational consequences for Horizon and the Bank. Federal Securities Law and NASDAQ The shares of common stock of Horizon have been registered with the SEC under the Exchange Act. Horizon is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the Exchange Act and the rules of the SEC promulgated thereunder. Shares of common stock held by persons who are affiliates of Horizon may not be resold without registration unless sold in accordance with the resale restrictions of Rule 144 under the Securities Act of 1933, as amended. If Horizon meets the current public information requirements under Rule 144, each affiliate of Horizon who complies with the 13 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K other conditions of Rule 144 (including those that require the affiliate’s sale to be aggregated with those of certain other persons) would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of (i) 1% of the outstanding shares of Horizon or (ii) the average weekly volume of trading in such shares during the preceding four calendar weeks. Under the Dodd–Frank Act, Horizon is required to provide its shareholders an opportunity to vote on the executive compensation payable to its named executive officers and on golden parachute payments in connection with mergers and acquisitions. These votes are non-binding and advisory. At least once every six years, Horizon must also permit shareholders to determine, on an advisory basis, whether such votes on executive compensation (called “say on pay” votes) should be held every one, two, or three years. In both 2012 and 2018, Horizon’s shareholders voted in favor of presenting the executive compensation “say on pay” question every year. Shares of common stock of Horizon are listed on The NASDAQ Global Select Market under the trading symbol “HBNC,” and Horizon is subject to the rules of NASDAQ for listed companies. Sarbanes–Oxley Act of 2002 Horizon is subject to the Sarbanes–Oxley Act of 2002 (the “Sarbanes–Oxley Act”), which revised the laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes–Oxley Act applies to all companies with equity or debt securities registered under the 1934 Act. In particular, the Sarbanes–Oxley Act established: (i) new requirements for audit committees, including independence, expertise and responsibilities; (i) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (ii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) new and increased civil and criminal penalties for violation of the securities laws. Pursuant to the final rules adopted by the SEC to implement Section 404 of the Sarbanes–Oxley Act, Horizon is required to include in each Form 10–K it files a report of management on Horizon’s internal control over financial reporting. The internal control report must include a statement of management’s responsibility for establishing and maintaining adequate control over financial reporting of Horizon, identify the framework used by management to evaluate the effectiveness of Horizon’s internal control over financial reporting and provide management’s assessment of the effectiveness of Horizon’s internal control over financial reporting. This Annual Report on Form 10–K also includes an attestation report issued by Horizon’s registered public accounting firm on Horizon’s internal control over financial reporting. Financial System Reform — The Dodd–Frank Act, the CFPB and the 2018 Regulatory Relief Act The Dodd–Frank Act, which was signed into law in 2010, significantly changed the regulation of financial institutions and the financial services industry. The Dodd–Frank Act includes provisions affecting large and small financial institutions alike, including several provisions that have profoundly affected how community banks, thrifts, and small bank and thrift holding companies are regulated. Among other things, these provisions eliminated the Office of Thrift Supervision and transferred its functions to the other federal banking agencies, relaxed rules regarding interstate branching, allowed financial institutions to pay interest on business checking accounts, changed the scope of federal deposit insurance coverage and imposed new capital requirements on bank and thrift holding companies. The Dodd–Frank Act created the Consumer Financial Protection Bureau (“CFPB”) as an independent bureau within the Federal Reserve System with broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Consumer Financial Privacy provisions of the Gramm–Leach–Bliley Act and certain other statutes. In July 2011, many of the consumer financial protection functions formerly assigned to the federal banking and other designated agencies were transferred to the CFBP. The CFBP has a large budget and staff, and has the authority to implement regulations under federal consumer protection laws and enforce those laws against financial institutions. The CFPB has examination and primary enforcement authority over depository institutions with $10 billion or more in assets. Smaller institutions (like Horizon) are subject to rules promulgated by the CFPB but continue to be examined and supervised by the federal banking regulators for consumer compliance purposes. The CFPB also has authority to prevent unfair, deceptive or abusive practices in connection with offering consumer financial products. Additionally, 14 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K the CFPB is authorized to collect fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data, and promote the availability of financial services to underserved consumers and communities. The CFPB has indicated that mortgage lending is an area of supervisory focus. The CFPB has published several final regulations impacting the mortgage industry, including rules related to ability–to–repay, mortgage servicing, escrow accounts, and mortgage loan originator compensation. The ability–to–repay rule makes lenders liable if they fail to assess a borrower’s ability to repay under a prescribed test, but also creates a safe harbor for so called “qualified mortgages.” Failure to comply with the ability–to–repay rule may result in possible CFPB enforcement action and special statutory damages plus actual, class action, and attorneys’ fees damages, all of which a borrower may claim in defense of a foreclosure action at any time. The CFPB also amended Regulation C to implement amendments to the Home Mortgage Disclosure Act made by the Dodd–Frank Act. The amendment added a significant number of new information collecting and reporting requirements for financial institutions, most of which became effective as of January 1, 2018. The Dodd–Frank Act contains numerous other provisions affecting financial institutions of all types, many of which may have an impact on the operating environment of Horizon in substantial and unpredictable ways. Horizon has incurred higher operating costs in complying with the Dodd–Frank Act, and expects these higher costs to continue for the foreseeable future. Rules promulgated in 2019 pursuant to the Regulatory Relief Act have simplified the regulatory capital calculation and have established a “Community Bank Leverage Ratio” to replace the leverage and risk–based regulatory capital ratios for those banks choosing to adopt it. In addition, the Regulatory Relief Act includes regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high–risk commercial real estate loans. Horizon’s management will continue to review the status of the rules and regulations adopted pursuant to the Dodd– Frank Act and the Regulatory Relief Act, particularly the Community Bank Leverage Ratio framework, and to assess their probable impact on the business, financial condition and results of operations of Horizon. At this point, Horizon Bank has not elected to opt into the Community Bank Leverage Ratio framework. Federal Home Loan Bank (“FHLB”) System The Bank is a member of the FHLB of Indianapolis, which is one of twelve regional FHLBs. Each FHLB serves as a reserve or central bank for its members within its assigned region. The FHLB is funded primarily from funds deposited by banks and savings associations and proceeds derived from the sale of consolidated obligations of the FHLB system. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the Board of Directors of the FHLB. All FHLB advances must be fully secured by sufficient collateral as determined by the FHLB. The Federal Housing Finance Board (“FHFB”), an independent agency, controls the FHLB System, including the FHLB of Indianapolis. The FHLB imposes various limitations on advances such as limiting the amount of certain types of real estate related collateral to 30% of a member’s capital and limiting total advances to a member. Interest rates charged for advances vary depending upon maturity, the cost of funds to the FHLB of Indianapolis and the purpose of the borrowing. The FHLBs are required to provide funds for the resolution of troubled savings associations and to contribute to affordable housing programs through direct loans or interest subsidies on advances targeted for community investment and low and moderate income housing projects. As a member of the FHLB, the Bank is required to purchase and maintain stock in the FHLB of Indianapolis in an amount equal to at least 1% of its aggregate unpaid residential mortgage loans, home purchase contracts, or similar obligations at the beginning of each year. At December 31, 2022, the Bank’s investment in stock of the FHLB of Indianapolis was $26.7 million. For the year ended December 31, 2022, dividends paid by the FHLB of Indianapolis to the Bank on the FHLB stock totaled approximately $1.0 million, for an annualized rate paid in dividends of 4.0%. 15 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K Limitations on Rates Paid for Deposits; Restrictions on Brokered Deposits FDIC regulations restrict the interest rates that less than well–capitalized insured depository institutions may pay on deposits and also restrict the ability of such institutions to accept brokered deposits. These regulations permit a “well capitalized” depository institution to accept, renew or roll over brokered deposits without restriction, and an “adequately capitalized” depository institution to accept, renew or roll over brokered deposits with a waiver from the FDIC (subject to certain restrictions on payments of rates). The regulations prohibit an “undercapitalized” depository institution from accepting, renewing or rolling over brokered deposits. These regulations contemplate that the definitions of “well capitalized,” “adequately capitalized” and “undercapitalized” will be the same as the definitions adopted by the agencies to implement the prompt corrective action provisions of FDICIA. The Bank is a well– capitalized institution, and management does not believe that these regulations have a materially adverse effect on the Bank’s current operations. Community Reinvestment Act Under the Community Reinvestment Act (“CRA”), the Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the FDIC in connection with its examination of the Bank, to assess its record of meeting the credit needs of its community and to take that record into account in its evaluation of certain applications by the Bank. For example, the regulations specify that a bank’s CRA performance will be considered in its expansion proposals (e.g., branching and acquisitions of other financial institutions) and may be the basis for approving, denying or conditioning the approval of an application. As of the date of its most recent regulatory examination, the Bank was rated “satisfactory” with respect to its CRA compliance. Gramm–Leach–Bliley Act, Financial Privacy The Gramm–Leach–Bliley Act adopted in 1999 (“Gramm–Leach”) was intended to modernize the banking industry by removing barriers to affiliation among banks, insurance companies, the securities industry and other financial service providers. Gramm–Leach was responsible for establishing a distinct type of bank holding company, known as a financial holding company, which is allowed to engage in an expanded range of financial services, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. As previously discussed, Horizon has qualified as, and elected to become, a financial holding company under the Gramm–Leach amendments to the BHC Act. Under Gramm–Leach, federal banking regulators adopted rules limiting the ability of banks and other financial institutions to disclose non–public information about consumers to non–affiliated third parties. The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non–affiliated third parties. The privacy provisions of Gramm–Leach affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors. As a financial institution, the Bank handles a significant amount of sensitive data, including personal information. The Company does not disclose any non–public information about any current or former customers to anyone except as permitted by law and subject to contractual confidentiality provisions which restrict the release and use of such information. We are also subject to guidance from the Federal Financial Institutions Examination Council (“FFIEC”), an interagency body for five federal banking regulators, with respect to such matters as data privacy, disaster recovery and cybersecurity. Horizon continues to monitor existing and new privacy and data security laws for their impact on Horizon’s business operations and its customers, including the applicability and effect of laws such as the European Union’s comprehensive 2018 General Data Privacy Regulation and the California Consumer Privacy Act that went into effect on January 1, 2020. 16 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K Interchange Fees for Debit Cards Under the Dodd–Frank Act, interchange fees for bank card transactions must be reasonable and proportional to the issuer’s incremental cost incurred with respect to the transaction plus certain fraud related costs. Interchange fees are transaction fees between banks for each bank card transaction, designed to reimburse the card-issuing bank for the costs of handling and credit risk inherent in a bank credit or debit card transaction. Although institutions with total assets of less than $10 billion, like the Bank, are exempt from this requirement, competitive pressures are likely to require smaller depository institutions to reduce fees with respect to these bank card transactions. Other Regulation In addition to the matters discussed above, the Bank is subject to additional regulation of its activities, including a variety of consumer protection regulations affecting its lending, deposit and debt collection activities and regulations affecting secondary mortgage market activities. Both federal and state law extensively regulate various aspects of the banking business, such as reserve requirements, truth-in-lending and truth-in-savings disclosures, equal credit opportunity, fair credit reporting, trading in securities and other aspects of banking operations. Accounting Standards With Regulatory Effect In June 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update, “Financial Instruments–Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the Current Expected Credit Loss (“CECL”) model. Under the CECL model, Horizon is required to present certain financial assets carried at amortized cost, such as loans held for investment and held to maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. On December 21, 2018, the federal banking agencies approved a final rule implementing these changes which took effect April 1, 2019. Horizon adopted the new CECL standard effective as of January 1, 2020, the effects of which are shown and discussed in the financial statements and related notes included in this Annual Report. Effect of Governmental Monetary Policies The Bank’s earnings are affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve’s monetary policies have had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The monetary policies of the Federal Reserve have major effects upon the levels of bank loans, investments and deposits through its open market operations in United States government securities and through its regulation of the discount rate on borrowings of member banks and the reserve requirements against member bank deposits. It is not possible to predict the nature or impact of future changes in monetary and fiscal policies. Legislative Initiatives Additional legislative and administrative actions affecting the banking industry may be considered by the United States Congress, state legislatures and various regulatory agencies. Horizon cannot predict with certainty whether such legislative or administrative action will be enacted or the extent to which the banking industry in general or Horizon and its affiliates in particular will be affected. ITEM 1A. RISK FACTORS An investment in Horizon’s securities is subject to numerous risks and uncertainties related to our business. The material risks and uncertainties that management believes currently affect Horizon are described below, categorized as risks related to our business, risks related to the banking industry generally, and risks related to our common stock. Additional risks and uncertainties that management is not aware of or that management currently deems immaterial may also impair Horizon's business operations and its financial results. This report is qualified in its entirety by these risk factors. If any of the following risks actually occur, our business, financial condition and results 17 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K of operations could be materially and adversely affected. If this were to happen, the value of our securities could decline significantly, and you could lose all or part of your investment. As a result, before making an investment decision, you should carefully consider these risks as well as information we include or incorporate by reference in this report and other filings we make with the SEC. Some statements in the following risk factors constitute forward–looking statements. Please refer to "Forward– Looking Statements" beginning on page 3 of this Annual Report on Form 10–K. Risks Related to Our Business As a financial institution, we are subject to a number of risks relating to our daily business. Although we undertake a variety of efforts to manage and control those risks, many of the risks are outside of our control. Among the risks we face are the following: • • • • • • • • Credit Risk – the risk that loan customers or other parties will be unable to perform their contractual obligations; Market Risk – the risk that changes in market rates and prices will adversely affect our financial condition or results of operation; Liquidity Risk – the risk that Horizon or the Bank will have insufficient cash or access to cash to meet its operating needs; Operational Risk – the risk of financial and reputational loss resulting from fraud, inadequate or failed internal processes, cyber–security breaches, people and systems, or external events; Economic Risk – the risk that the economy in our markets could decline resulting in increased unemployment, decreased real estate values and increased loan charge–offs; Compliance Risk – the risk of additional action by our regulators or additional regulation that could hinder our ability to do business profitably; Regulatory Risk – the risk presented by the need to comply with all laws, rules and regulations from multiple regulatory agencies, including but not limited to the FDIC, CFPB, Indiana Department of Financial Institutions, Federal Reserve Bank and the Board of Governors of the Federal Reserve, and the Department of Labor; and Fiduciary Risk – the risk of failing to act in our fiduciary capacity in the best interests of the grantors and beneficiaries of trust accounts and benefit plans. We recently identified material weaknesses in our internal controls over financial reporting and determined that our disclosure controls and procedures were not effective. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, adequate disclosure controls and procedures, and evaluating and reporting on those systems of internal control and disclosure controls and procedures. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our disclosure controls and procedures are processes designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Based on management’s assessment, we concluded that our disclosure controls and procedures were not effective as of December 31, 2022 and that we had, as of such date, material weaknesses in our internal control over financial reporting. The specific factors leading to this conclusion are described in Part II - Item 9A. “Controls and Procedures” of this Annual Report on Form 10–K. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. 18 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K Management identified material weaknesses with respect to insufficient controls over the reporting, classification, and disclosure of loans, investments and individual cash flow line items, and lack of sufficient controls around the financial reporting process that allows for the timely release of financial statements. These material weaknesses in the Company’s internal controls over financial reporting resulted in • accounting revisions of previously issued financial statements with respect to the classification of sold commercial loan participation balances, the reporting of indirect loan dealer reserve asset balances and related amortization expense and the classification of certain available for sale and held to maturity securities from private labeled mortgage-backed pools to federal agency mortgage pool, which revisions were previously disclosed in the press release in the Company’s Form 8–K filed January 25, 2023 (the “Earnings Release”) and the Company’s Form 10–Q filings during 2022, in addition to errors in previously issued financial statement disclosures relating to the transfer of available for sale to held to maturity securities and the cash flow classification of repurchases of outstanding stock from an investing activity to a financing activity, which are being disclosed for the first time in this Annual Report on Form 10–K, and • a calculation error in the Company's public float which resulted in the late filing of this Annual Report on Form 10–K. During the first quarter of 2023, we began (and are continuing) to implement a remediation plan to update the design and implementation of controls to remediate these deficiencies and enhance the Company's internal control environment. If our remedial measures are insufficient, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting or in our disclosure controls occur in the future, our future consolidated financial statements or other information filed with the SEC may contain material misstatements and could require a restatement of our consolidated financial statements, cause us to fail to meet our reporting obligations or cause investors to lose confidence in our reported financial information, leading to a decline in the market value of our securities. However, after giving full consideration to the material weaknesses described herein, and based on a number of other factors, as further described in Part II – Item 9A. “Controls and Procedures” of this Annual Report on Form 10– K, Horizon has concluded that the consolidated financial statements included in this Annual Report on Form 10–K present fairly, in all material respects, Horizon’s financial position, the results of its operations and its cash flows for each of the periods presented in conformity with U.S. generally accepted accounting principles. Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition. Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition. The macroeconomic environment in the United States is susceptible to global events and volatility in financial markets. For example, global demand for products continues to exceed supply during the economic recovery from the COVID–19 pandemic, creating significant inflationary pressures which, in turn, may adversely impact consumer and business confidence and regional and global economic conditions, as well as our financial condition and results of operations. In addition, trade negotiations between the U.S. and other nations remain uncertain and could adversely impact economic and market conditions for Horizon and its clients and counterparties. An economic slowdown in our primary market areas could affect our business. Our primary market area for deposits and loans consists of northern and central Indiana and southern and central Michigan. An economic slowdown could hurt our business and the possible consequences of such a downturn could include the following: • • • • • • • increases in loan delinquencies and foreclosures; declines in the value of real estate and other collateral securing loans; an increase in loans charged off; an increase in expense to fund loan loss reserves; an increase in collection costs; a decline in the demand for our products and services; and an increase in non–accrual loans and other real estate owned. 19 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K Changes in interest rates could adversely affect our financial condition and results of operations. Our financial condition and results of operations are significantly affected by changes in interest rates. We can neither predict with certainty nor control changes in interest rates. These changes can occur at any time and are affected by many factors, including international, national, regional and local economic conditions, competitive pressures and monetary policies of the Federal Reserve. Our results of operations depend substantially on our net interest income, which is the difference between the interest income that we earn on our interest-earning assets and the interest expense that we pay on our interest bearing liabilities. Our profitability depends on our ability to manage our assets and liabilities during periods of changing interest rates. If rates increase rapidly, we may have to increase the rates paid on our deposits and borrowed funds more quickly than loans and investments re–price, resulting in a negative impact on interest spreads and net interest income. The impact of rising rates could be compounded if deposit customers funds away from us into direct investments, such as U.S. Government bonds, corporate securities and other investments, including mutual funds, which, because of the absence of federal deposit insurance premiums and reserve requirements, generally pay higher rates of return than those offered by financial institutions. We also expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities, meaning that either our interest bearing liabilities will be more sensitive to changes in market interest rates than our interest earning assets, or vice versa. In either event, if market interest rates should move contrary to our position, this “gap” will negatively impact our earnings. The impact on earnings is more adverse when the slope of the yield curve flattens, that is, when short–term interest rates increase more than long–term interest rates or when long–term interest rates decrease more than short–term interest rates. Changes in interest rates also could affect loan volume. For instance, an increase in interest rates could cause a decrease in the demand for mortgage loans (and other loans), which could result in a significant decline in our revenues. Conversely, should market interest rates fall below current levels, our net interest margin could also be negatively affected, as competitive pressures could keep us from further reducing rates on our deposits, and prepayments on loans may continue. Such movements may cause a decrease in our interest rate spread and net interest margin, and therefore, decrease our profitability. We also are subject to reinvestment risk associated with changes in interest rates. Changes in interest rates may affect the average life of loans and mortgage–related securities. Increases in interest rates may decrease loan demand and/or may make it more difficult for borrowers to repay adjustable rate loans, which increases the potential for default. An increase in interest rates that adversely affects the ability of borrowers to pay the principal or interest on may also lead to an increase in non–performing assets and a reduction of income recognized, which could have a material adverse effect on our results of operations and cash flows. Further, when we place a loan on non–accrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. At the same time, we continue to have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding expense. Decreases in interest rates often result in increased prepayments of loans and mortgage–related securities, as borrowers refinance their loans to reduce borrowing costs. Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments in loans or other investments that have interest rates that are comparable to the interest rates on existing loans and securities. We are subject to liquidity risk in our operations, which could adversely affect the ability to fund various obligations. Liquidity risk is the possibility of being unable to meet obligations as they come due, pay deposits when withdrawn, capitalized on growth opportunities as they arise, or pay dividends because of an inability to liquidate assets or obtain adequate funding on a timely basis, at a reasonable cost and within acceptable risk tolerances. Liquidity is derived primarily from retail deposit growth and retention, principal and interest payments on loans and investment securities, net cash provided from operations, and access to other funding sources. Liquidity is essential to our business. We must maintain sufficient funds to respond to the needs of depositors and borrowers. An inability to 20 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K raise funds through deposits, borrowings, the sale or pledging as collateral of loans and other assets could have a material adverse effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity due to a market downturn, failures of other financial institutions which reduces overall market confidence in the banking and financial services industry, or regulatory action that limits or eliminates our access to alternate funding sources. Our ability to borrow could also be impaired by factors that are nonspecific to us, such as severe disruption of the financial markets or negative expectations about the prospects for the financial services industry as a whole, as evidenced by the recent failures of certain depository institutions and the resulting market turmoil and volatility stemming from such failures. Unrealized losses in our investment portfolio could adversely affect liquidity. As market interest rates increased during 2022 and continued into the early months of 2023, we have experienced increased unrealized losses within our investment portfolio. Our investment portfolio consists of obligations of the U.S. Treasury and federal agencies, obligations of state and local municipalities, federal agency mortgage obligations, private labeled mortgage–backed pools and corporate notes. Many of these instruments are particularly sensitive to interest rate fluctuations, especially long–term fixed–income securities. From December 31, 2021, to December 31, 2022, the available for sale investment portfolio experienced unrealized losses of approximately $147.3 million and our held to maturity of approximately $349.0 million, which coincided with an increase by the Federal Reserve in the federal funds target rate from 0.25% as of December 31, 2021 to 4.50% as of December 31, 2022. See Note 4 in the 2022 Annual Report for more details on the securities. As of the date of this report, the current federal funds target rate is 4.75%. The increase in unrealized losses for available for sale investments is reflected in Accumulated Other Comprehensive Income (AOCI) on our balance sheet and reduces our book capital and tangible common equity ratio. However, unrealized losses do not affect our regulatory capital ratios. Management continues to actively monitor the investment portfolio and does not currently anticipate the need to realize material losses from the investment portfolio, and we believe it is unlikely we would be required to sell the securities before recovery of their amortized cost bases, which may be at maturity. However, our access to liquidity sources could be affected by unrealized losses if securities within the investment portfolio must be sold at a loss or tangible capital ratios decline from an increase in unrealized losses or realized credit losses. We face intense competition in all phases of our business from other banks, financial institutions and non– banks. The banking and financial services business in most of our markets is highly competitive. Our competitors include large banks, local community banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market mutual funds, credit unions, neo–banks (a digital or mobile–only bank that exists without any physical bank branches), and other non–bank financial and digital service providers, many of which have greater financial, marketing and technological resources than we do. Many of these competitors are not subject to the same regulatory restrictions that we are and may be able to compete more effectively as a result. Also, technology and other changes have lowered barriers to entry and made it possible for customers to complete financial transactions using neo–banks, non–banks and financial technology (“FinTech”) companies that historically have involved banks at one or both ends of the transaction. These entities now offer products and services traditionally provided by banks and often at lower costs. The wide acceptance of Internet–based commerce has resulted in a number of alternative payment processing systems, and deposit and lending platforms in which banks play only minor roles. For example, consumers can maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. Use of emerging alternative payment platforms, such as Apple Pay or Bitcoin or other cryptocurrencies, can alter consumer credit card behavior and consequently impact our interchange fee income. The continuing process of eliminating banks as intermediaries, known as “disintermediation,” will likely result in the loss of additional fee income, as well as the loss of customer deposits and the related income generated from those deposits. The effects of disintermediation are also likely to continue to negatively impact the lending activities of 21 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K traditional banks because of the fast growing number of FinTech companies that use software and technology to deliver mortgage lending and other financial services with fewer employees. A related risk is the migration of bank personnel away from the traditional bank environments into neo–banks, FinTech companies and other non–banks. Increased competition in our markets may result in a decrease in the amounts of our loans and deposits, reduced spreads between loan rates and deposit rates or loan terms that are more favorable to the borrower. Any of these results could have a material adverse effect on our ability to maintain our earnings record, grow our loan portfolios and obtain low–cost funds. If increased competition causes us to significantly discount the interest rates we offer on loans or increase the amount we pay on deposits, our net interest income could be adversely impacted. If increased competition causes us to change our underwriting standards, we could be exposed to higher losses from lending activities. Additionally, many of our competitors are larger in total assets and capitalization and have greater access to capital markets. Horizon is also experiencing an increase in competition to acquire other banks, due to the overall strength of financial institutions and their high capital levels. In addition, credit unions, private equity groups, and FinTech companies are now actively pursuing small bank acquisitions. Increased competition for bank acquisitions may slow Horizon’s ability to grow earning assets at comparable historical growth rates. We may need to raise additional capital in the future, and such capital may not be available when needed or at all. We may need to raise additional capital in the future to fund acquisitions and to provide us with sufficient capital resources and liquidity to meet our commitments, regulatory capital requirements and business needs, particularly if our asset quality or earnings were to deteriorate significantly. Although we are currently, and have historically been, “well capitalized” for regulatory purposes, in the past we have been required to maintain increased levels of capital in connection with certain acquisitions. Additionally, we periodically explore acquisition opportunities with other financial institutions, some of which are in distressed financial condition. Any future acquisition, particularly the acquisition of a significantly troubled institution or an institution of comparable size to us, may require us to raise additional capital in order to obtain regulatory approval and/or to remain well capitalized. 22 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of our control, and our financial performance. Economic conditions and the loss of confidence in financial institutions may increase our cost of funding and limit access to certain customary sources of capital, including inter–bank borrowings, repurchase agreements and borrowings from the discount window of the Federal Reserve. We cannot guarantee that such capital will be available on acceptable terms or at all. Any occurrence that may limit our access to the capital markets, such as a decline in the confidence of debt purchasers, our depositors or counterparties participating in the capital markets, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. Moreover, if we need to raise capital in the future, we may have to do so when many other financial institutions are also seeking to raise capital and would have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a materially adverse effect on our business, financial condition and results of operations and may restrict our ability to grow. Our commercial, residential mortgage and consumer loans expose us to increased credit risks. We have a large percentage of commercial, residential mortgage and consumer loans. Commercial loans generally have greater credit risk than residential mortgage loans because repayment of these loans often depends on the successful business operations of the borrowers. Commercial real estate loans generally have greater risk than residential mortgage loans because repayment of these loans is often dependent upon income being generated in amounts sufficient to cover operating costs and debt service. Both types of commercial loans also typically have much larger loan balances than residential mortgage loans. Consumer loans generally involve greater risk than residential mortgage loans because they are unsecured or secured by assets that depreciate in value. Although we undertake a variety of underwriting, monitoring and reserving protections with respect to these types of loans, there can be no guarantee that we will not suffer unexpected losses. Residential mortgage loans and consumer loans are at risk due to the continuing volatility of unemployment rates and increasing interest rates, which may adversely affect the underlying real estate and other collateral values and the ability of our borrowers to repay their loans on scheduled terms. Our holdings of construction, land and home equity loans may pose more credit risk than other types of mortgage loans. Construction loans, loans secured by commercial real estate and home equity loans generally entail more risk than other types of mortgage loans. When real estate values decrease, the developers to whom we lend are likely to experience a decline in sales of new homes from their projects. Land and construction loans are more likely to become non–performing as developers are unable to build and sell homes in volumes large enough for orderly repayment of loans and as other owners of such real estate (including homeowners) are unable to keep up with their payments. We strive to establish what we believe are adequate reserves on our financial statements to cover the credit risk of these loan portfolios. However, there can be no assurance that losses will not exceed our reserves, and ultimately result in a material level of charge–offs, which would adversely impact our results of operations, liquidity and capital. The allowance for credit losses on loans may prove inadequate or be negatively affected by credit risk exposures. Our business depends on the creditworthiness of our customers. We periodically review the allowance for credit losses for adequacy considering economic conditions and trends, collateral values, and credit quality indicators, including past charge–off experience and levels of past due loans and non–performing assets. There is no certainty that the allowance for credit losses will be adequate over time to cover credit losses in the portfolio because of unanticipated adverse changes in the economy, market conditions or events adversely affecting specific customers, industries or markets. If the credit quality of our customer base materially decreases, if the risk profile of a market, industry or group of customers changes materially, or if the allowance for credit losses is not adequate, our business, financial condition, liquidity, capital, and results of operations could be materially adversely affected. 23 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K Our mortgage warehouse and indirect lending operations are subject to a higher fraud risk than our other lending operations. We buy loans originated by mortgage bankers and automobile dealers. Because we must rely on the mortgage bankers and automobile dealers in making and documenting these loans, there is an increased risk of fraud to us on the part of the third–party originators and the underlying borrowers. In order to guard against this increased risk, we perform investigations on the mortgage companies and other third parties who originate loans we purchase, and we review the loan files and loan documents we purchase to attempt to detect any irregularities or legal noncompliance. However, there is no guarantee that our procedures will detect all cases of fraud or legal noncompliance. Our mortgage lending profitability could continue to be significantly reduced if we are not able to resell mortgages at a reasonable gain on sale or experience other problems with the secondary market process. Currently, we sell a substantial portion of the mortgage loans we originate. The profitability of our mortgage banking operations depends in large part upon our ability to aggregate a high volume of loans and to sell them in the secondary market at a gain. Thus, we are dependent upon the existence of an active secondary market and our ability to profitably sell loans into that market. Our ability to sell mortgage loans readily is dependent upon the availability of an active secondary market for single–family mortgage loans, which in turn depends in part upon the continuation of programs currently offered by Fannie Mae, Freddie Mac and Ginnie Mae (the “Agencies”) and other institutional and non–institutional investors. These entities account for a substantial portion of the secondary market in residential mortgage loans. Some of the largest participants in the secondary market, including the Agencies, are government–sponsored enterprises whose activities are governed by federal law. Any future changes in laws that significantly affect the activity of such government–sponsored enterprises could, in turn, adversely affect our operations. Any significant impairment of our eligibility with any of the Agencies could materially and adversely affect our operations. Further, the criteria for loans to be accepted under such programs may be changed from time–to–time by the sponsoring entity which could result in a lower volume of corresponding loan originations. The profitability of participating in specific programs may vary depending on a number of factors, including our administrative costs of originating and purchasing qualifying loans and our costs of meeting such criteria. Our mortgage lending profitability could be significantly reduced as changes in interest rates could affect mortgage origination volume and pricing for selling mortgages on the secondary market. Currently, we sell a substantial portion of the mortgage loans we originate. The profitability of our mortgage banking operations depends in large part upon our ability to originate and sell mortgages to the secondary market at a gain. A higher interest rate environment can negatively affect the volume of loan originations and refinanced loans reducing the dollar amount of loans available to be sold to the secondary market. Higher interest rates can also negatively affect the premium received on loans sold to the secondary market as competitive pressures to originate loans can reduce pricing. We may be exposed to risk of environmental liabilities with respect to real property to which we take title. In the course of our business, we may own or foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these properties (including liabilities for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination), or may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property. 24 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K We are exposed to intangible asset risk in that our goodwill may become impaired. As of December 31, 2022, we had $172.5 million of goodwill and other intangible assets. A significant and sustained decline in our stock price and market capitalization, a significant decline in our expected future cash flows, a significant adverse change in the business climate, or slower growth rates could result in impairment of goodwill. If we were to conclude that a future write-down of our goodwill is necessary, then we would record the appropriate charge, which could be materially adverse to our operating results and financial position. For further discussion, see Notes 1 and 9, “Nature of Operations and Summary of Significant Accounting Policies” and “Goodwill and Intangible Assets,” to the Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10–K for the year ended December 31, 2022. Our prior role as a trustee for employee stock ownership plans (“ESOPs”) may expose us to increased risk of litigation due to heightened scrutiny of this role by the U.S. Department of Labor and the plaintiffs’ bar. Prior to September 30, 2021, we acted as an independent trustee for corporate ESOP plans throughout the U.S. Over the last several years, the U.S. Department of Labor and the plaintiffs’ bar have been aggressively targeting ESOP trustees and transactions on a variety of fronts, including valuations and the amount that ESOP trustees pay to buy back stock from selling shareholders, as well as the indemnity agreements commonly used by ESOP companies to protect ESOP trustees from undue risk and liability exposure. In December 2021, Horizon reached a mediation settlement with the U.S. Department of Labor concerning ESOP valuations and sale transactions relating to ESOPs for which we acted as trustee. On September 30, 2021, we sold our ESOP trustee business to a third party. Despite exiting this line of business and our settlement with the U.S. Department of Labor with respect to many of our prior engagement, we may still be exposed to an increased risk of litigation from the U.S. Department of Labor and the plaintiffs’ bar for these historical activities. We may be adversely impacted by the discontinuance of LIBOR as a short–term interest rate utilized for loans and other financing agreements. In 2017, the United Kingdom's Financial Conduct Authority (the authority that regulates LIBOR) (the “FCA”) announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (“LIBOR”). Subsequently, on March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of 1–week and 2–month LIBOR, and immediately after June 30, 2023, in the case of the remaining LIBOR settings. On March 15, 2022, the President of the United States signed into law the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”). This legislation establishes a uniform benchmark replacement process for certain contracts that do not contain clearly defined or practicable fall–back provisions. Under the LIBOR Act, such contracts will automatically transition as a matter of law to a Secured Overnight Financing Rate (“SOFR”) based replacement rate identified by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Federal Reserve. We have loans, borrowings and other financial instruments with attributes that are directly or indirectly dependent on LIBOR and do not provide a replacement rate or include other fall–back provisions that would apply after June 30, 2023. Thus, Horizon has elected to allow the LIBOR under these contracts to automatically convert into the CME Term SOFR after June 30, 2023 pursuant to and in accordance with the LIBOR Act. The preparation of our financial statements requires the use of estimates that may vary from actual results. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant estimates that affect the financial statements. One of our most critical estimates is the level of the allowance for credit losses. Due to the inherent nature of these estimates, we cannot provide absolute assurance that we will not have to increase the allowance for loan losses and/or sustain loan losses that are significantly higher than the provided allowance. 25 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K Our information systems may experience cyber–attacks or an interruption or breach in security. Our cybersecurity systems could be inadequate or fail. We rely heavily on internal and outsourced technologies, communications, and information systems to conduct our business. Additionally, in the normal course of business, we collect, process and retain sensitive and confidential information regarding our customers. As our reliance on technology has increased, so have the potential risks of a technology–related operational interruption (such as disruptions in our customer relationship management, general ledger, deposit, loan, or other systems) or the occurrence of cyber–attacks (such as unauthorized access to our systems, computer viruses, ransom ware, or other malicious code). These risks have increased for all financial institutions as new technologies, including the use of the Internet and telecommunications technologies (including mobile devices), have become commonly used to conduct financial and other business transactions, during a time of increased technological sophistication of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyber–attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions, particularly denial of service attacks, which are designed to disrupt key business services, such as customer–facing web sites. Although we have programs in place related to business continuity, disaster recovery and information security to maintain the confidentiality, integrity, and availability of our systems, business applications and customer information, we are not able to anticipate or implement effective preventive measures against all cyber–security threats, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources, both domestic and foreign. We also face risks related to cyber–attacks and other security breaches in connection with credit card and debit card transactions that typically involve the transmission of sensitive information regarding our customers through various third parties, including merchant acquiring banks, payment processors, payment card networks and our processors. Some of these parties have in the past been the target of security breaches and cyber–attacks, and because the transactions involve third parties and environments such as the point of sale that we do not control or secure, future security breaches or cyber–attacks affecting any of these third parties could impact us through no fault of our own, and in some cases, we may have exposure and suffer losses for breaches or attacks relating to them. Further cyber–attacks or other breaches in the future, whether affecting us or others, could intensify consumer concern and regulatory focus and result in reduced use of payment cards and increased costs, all of which could have a material adverse effect on our business. To the extent we are involved in any future cyber–attacks or other breaches, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance we maintain. We could also suffer significant damage to our reputation. Although we are insured against many of these risks, including privacy breach response costs, notification expenses, breach support and credit monitoring expenses, cyber extortion and cyber terrorism, there can be no assurances that such insurance will be sufficient to cover all costs arising from a data or information technology breach and our exposure may exceed our coverage. We continually encounter technological changes. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology–driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements, and we may not be able to effectively implement new technology–driven products and services at the same speed at which our competitors do (or not at all) or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations. 26 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K We rely on other companies to provide key components of our business infrastructure. Third–party vendors provide key components of our business infrastructure, including Internet connections, mobile and internet banking, statement processing, loan document preparation, network access and transaction and other processing services. Although we have selected these third–party vendors carefully, we do not control their actions. Any problems caused by these third parties, including as a result of inadequate or interrupted service or breach of customer information, could adversely affect our ability to deliver products and services to our customers and otherwise to conduct our business. In addition, any breach in customer information could affect our reputation and cause legal liability and a loss of business. Replacing these third–party vendors also could result in significant delay and expense. The loss of key members of our senior management team and our lending teams could affect our ability to operate effectively. We depend heavily on the services of our existing senior management team to carry out our business and investment strategies. As we continue to grow and expand our business and our locations, products and services, we will increasingly need to rely on our senior management team's experience, judgment and expertise. We also depend heavily on our experienced and effective lending teams and their respective special market insights, including, for example, our agricultural lending specialists. In addition to the importance of retaining our lending team, we will also need to continue to attract and retain qualified banking personnel at all levels. Competition for such personnel is intense in our geographic market areas. If we are unable to attract and retain an effective lending team and other talented people, our business could suffer. The loss of the services of any senior management personnel or the inability to recruit and retain qualified lending and other personnel in the future, could have a material adverse effect on our consolidated results of operations, financial condition and prospects. Pandemics, natural disasters, global climate change, acts of terrorism and global conflicts may have a negative impact on our business. Pandemics, including the continuing COVID–19 pandemic, natural disasters, global climate change, acts of terrorism, global conflicts or other similar events have in the past, and may in the future have, a negative impact on our business and operations. These events impact us negatively to the extent that they result in reduced capital markets activity, lower asset price levels, or disruptions in general economic activity in the United States or abroad, or in financial market settlement functions. In addition, these or similar events may impact economic growth negatively, which could have an adverse effect on our business and operations and may have other adverse effects on us in ways that we are unable to predict. Potential acquisitions may disrupt our business and dilute stockholder value. We periodically evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial services companies. We generally seek merger or acquisition partners that are culturally similar and possess either significant market presence or have potential for improved profitability through financial management, economies of scale or expanded services. Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including, among other things: • • • • • • • potential exposure to unknown or contingent liabilities of the target company; exposure to potential asset quality issues of the target company; potential disruption to our business; potential diversion of our management’s time and attention away from day–to–day operations; the possible loss of key employees, business and customers of the target company; difficulty in estimating the value of the target company; and potential problems in integrating the target company’s data processing and ancillary systems, customers and employees with ours. As a result, merger or acquisition discussions and, in some cases, negotiations may take place and future mergers or acquisitions involving the payment of cash or the issuance of our debt or equity securities may occur at any time. Acquisitions typically involve the payment of a premium over book and market values, and, therefore, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction. To the extent we were to issue additional shares of common stock in any such transaction, our current shareholders 27 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K would be diluted and such an issuance may have the effect of decreasing our stock price, perhaps significantly. Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits from an acquisition could have a material adverse effect on our financial condition and results of operations. In addition, merger and acquisition costs incurred by Horizon may temporarily increase operating expenses. Risks Related to the Banking Industry Generally We are subject to extensive regulation and changes in laws and regulatory policies could adversely affect our business. Our operations are subject to extensive regulation by federal and state agencies. See “Regulation and Supervision” in the description of our Business in Item 1 of Part I of this report for detailed information on the laws and regulations to which we are subject. Many of these regulations are intended to protect depositors, the public or the FDIC insurance funds, not shareholders. Regulatory requirements affect our lending practices, capital structure, investment practices, dividend policy and many other aspects of our business. Changes in applicable laws, regulations or regulator policies can materially affect our business. The likelihood of any major changes in the future and their effects are impossible to predict. As an example, the Bank could experience higher credit losses because of federal or state legislation or by regulatory or bankruptcy court action that reduces the amount the Bank's borrowers are otherwise contractually required to pay under existing loan contracts. Also, the Bank could experience higher credit losses because of federal or state legislation or regulatory action that limits its ability to foreclose on property or other collateral or makes foreclosure less economically feasible. We face other risks from recent actions of the U.S. Treasury and the Internal Revenue Service. In November 2016, these agencies issued a Notice making captive insurance company activities “transactions of interest” due to the potential for tax avoidance or evasion. We have a captive insurance company and it is not certain at this point how the Notice may impact us on our operation of the captive insurance company as a risk management tool. Legislation enacted in recent years, together with additional actions announced by the U.S. Treasury and other regulatory agencies, continue to develop. It is not clear at this time what impact legislation and liquidity and funding initiatives of the U.S. Treasury and other bank regulatory agencies, and additional programs that may be initiated in the future, will have on the financial markets and the financial services industry. We may also face compliance risks arising from the new and growing body of privacy and data security laws enacted by foreign governments, such as the European Union's comprehensive 2018 General Data Privacy Regulation, and by U.S. state governments, such as the California Consumer Privacy Act that went into effect on January 1, 2020. The soundness of other financial institutions could adversely affect us. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many of these transactions expose us to credit risk in the event of default by our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations or earnings. Our inability to continue to process large volumes of transactions accurately could adversely impact our business and financial results. We process large volumes of transactions on a daily basis and are exposed to numerous types of operational risk. Operational risk resulting from inadequate or failed internal processes, people and systems includes the risk of fraud by persons inside or outside Horizon, the execution of unauthorized transactions by employees, errors relating to transaction processing and systems, and breaches of the internal control system and compliance requirements. This risk of loss also includes the potential legal actions that could arise as a result of the operational deficiency or as a result of noncompliance with applicable regulatory standards. Accordingly, if systems of internal control should 28 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K fail to work as expected, if systems are used in an unauthorized manner, or if employees subvert the system of internal controls, significant losses could result. We establish and maintain systems of internal operational controls that are designed to provide us with y and accurate information about our level of operational risk. While not foolproof, these systems have been designed to manage operational risk at appropriate, cost–effective levels. Procedures also exist that are designed to ensure that policies relating to conduct, ethics and business practices are followed. If these systems fail, significant losses could result. While we continually monitor and improve the system of internal controls, data processing systems and corporate– wide processes and procedures, there can be no assurance that future losses will not occur. Acts of terrorism or war, as well as the threat of terrorism or war, may adversely affect our results of operations, financial condition, and liquidity. Any act of terror, sustained military campaign, or war (threat of any of the foregoing) may cause general economic decline and instability, volatility and/or weakness of U.S. and global financial markets. Historically, U.S. and global markets have been adversely impacted by political and civil unrest occurring in the Middle East, Eastern Europe, Russia, Venezuela and Asia. The current Russia and Ukraine conflict has raised similar economic and financial market concerns causing uncertainty and disruption in financial markets globally and further straining an already struggling global supply chain. Furthermore, such events have the potential to adversely impact the availability of commodities, commodity prices, and create global inflationary pressures. As a result of any such events, the demand for our products and services may be significantly impacted and could influence the recognition of credit losses in our loan portfolio and increase our allowance for credit losses as both businesses and consumers are negatively impacted by such events and the economic uncertainty and volatility related thereto. They may also cause significant decreases in value in our investment portfolio, cause us to have to raise capital, or take other unforeseen actions to offset such effects. The extent to which such actions may impact our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain, including the scope and duration of such conflicts and actions taken by governmental authorities and other third parties in response thereto. Even after such conflicts subside, the U.S. and global economies often require some time to recover, the length of which is unknown. Any continued or further negative impact on economic conditions and global markets from these developments could adversely affect our business, financial condition and liquidity. Risks Related to our Common Stock The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell our common stock at times or at prices you find attractive. Although our common stock is listed on the NASDAQ Global Select Market, our stock price constantly changes, and we expect our stock price to continue to fluctuate in the future. Our stock price is impacted by a variety of factors, some of which are beyond our control. These factors include: • • • • • • • • • • variations in our operating results or the quality of our assets; operating results that vary from the expectations of management, securities analysts and investors; increases in loan losses, non–performing loans and other real estate owned; changes in the U.S. corporate tax rates; changes in expectations as to our future financial performance; announcements of new products, strategic developments, new technology, acquisitions and other material events by us or our competitors; ability to fund Horizon’s assets through core deposits and/or wholesale funding; the operating and securities price performance of other companies that investors believe are comparable to us; our inclusion on the Russell 2000 or other indices; actual or anticipated sales of our equity or equity–related securities; 29 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K • • • • • • our past and future dividend practice; our creditworthiness; interest rates; the credit, mortgage and housing markets, and the markets for securities relating to mortgages or housing; developments with respect to financial institutions generally; and economic, financial, geopolitical, regulatory, congressional or judicial events that affect us or the financial markets. In addition, the stock market in general has experienced price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies and particularly those in the financial services and banking sector, including for reasons unrelated to their operating performance. These broad market fluctuations may adversely affect our stock price, notwithstanding our operating results. Because our stock is moderately traded, it may be more difficult for you to sell your shares or buy additional shares when you desire to do so and the price may be volatile. Although our common stock has been listed on the NASDAQ stock market since December 2001, our common stock is moderately traded. The prices of moderately traded stocks, such as ours, can be more volatile than stocks traded in a large, active public market and can be more easily impacted by sales or purchases of large blocks of stock. Moderately traded stocks are also less liquid, and because of the low volume of trades, you may be unable to sell your shares when you desire to do so. Provisions in our articles of incorporation, our by–laws, and Indiana law may delay or prevent an acquisition of us by a third party. Our articles of incorporation and by–laws and Indiana law contain provisions that have certain anti–takeover effects. While the purpose of these provisions is to strengthen the negotiating position of the board of directors in the event of a hostile takeover attempt, the overall effects of these provisions may be to render more difficult or discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our shares, and the removal of incumbent directors and key management. Our articles of incorporation provide for a staggered board, which means that only one–third of our board can be replaced by shareholders at any annual meeting. Our articles also provide that our directors may only be removed without cause by shareholders owning 70% or more of our outstanding common stock. Our articles also preempt Indiana law with respect to business combinations with a person who acquires 10% or more of our common stock and provide that such transactions are subject to independent and super–majority shareholder approval requirements unless certain pricing and board pre–approval requirements are satisfied. Our by–laws do not permit cumulative voting of shareholders in the election of directors, allowing the holders of a majority of our outstanding shares to control the election of all our directors, and our directors are elected by plurality voting; although, under our newly adopted Director Resignation Policy, directors not receiving a majority of the votes cast in an uncontested election are required to submit a resignation, which our Board has the discretion to accept or reject. Our by–laws also establish detailed procedures that shareholders must follow if they desire to nominate directors for election or otherwise present issues for consideration at a shareholders’ meeting. These and other provisions of our governing documents and Indiana law are intended to provide the board of directors with the negotiating leverage to achieve a more favorable outcome for our shareholders in the event of an offer for the Company. However, there is no assurance that these same anti–takeover provisions could not have the effect of delaying, deferring or preventing a transaction or a change in control that shareholders might believe to be in their best interests. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. 30 HORIZON BANCORP, INC. 2022 Annual Report on Form 10–K ITEM 2. PROPERTIES The main office and full service branch of Horizon and the Bank is located at 515 Franklin Street, Michigan City, Indiana. The building located across the street from the main office of Horizon and the Bank, at 502 Franklin Street, houses the credit administration, operations, facilities and purchasing, and information technology departments of the Bank. In addition to these principal facilities, the Bank has 70 sales offices located in various cities and towns in northern and central Indiana and southern and central Michigan. Horizon maintains such branches and offices as it believes are necessary for the convenience of its customers and the community, and Horizon frequently assesses the suitability of all its business locations. Horizon owns all of its facilities except for leased offices in East Lansing, Michigan and Grand Rapids, Michigan. ITEM 3. LEGAL PROCEEDINGS Horizon and its subsidiaries are involved in various legal proceedings incidental to the conduct of their business. Management does not expect that the outcome of any such proceedings will have a material adverse effect on our consolidated financial position or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 31 SPECIAL ITEM: INFORMATION ABOUT OUR EXECUTIVE OFFICERS Craig M. Dwight 65 Chairman of Horizon since July 2014; Chairman and Chief Executive Officer of the Bank since January 2003; Chief Executive Officer of Horizon and the Bank since July 2001; President of the Bank from 1998 to January 2003. As previously disclosed, Mr. Dwight will continue to serve as Chief Executive Officer until June 1, 2023 and will continue to serve as Chairman of both Horizon and the Bank thereafter. Thomas M. Prame 53 President of Horizon and the Bank since August 15, 2022; Executive Vice President at First Midwest Bancorp from May 2012 to March 2022. As previously disclosed, on January 17, 2023, the Board approved the appointment of Thomas M. Prame to serve as the Chief Executive Officer of both Horizon and the Bank, effective as of June 1, 2023. Mark E. Secor 56 Executive Vice President of Horizon since January 2014; Chief Financial Officer and Executive Vice President of Horizon and the Bank since January 2009; Vice President, Chief Investment and Asset Liability Manager from June 2007 to January 2009; Chief Financial Officer of St. Joseph Capital Corp., Mishawaka, Indiana from 2004 to 2007. Kathie A. DeRuiter 61 Executive Vice President of Horizon and Senior Bank Operations Officer since January 2014; Senior Vice President, Senior Bank Operations Officer from January 2003 to January 2014; Vice President, Senior Bank Operations Officer from January 2000 to January 2003. Todd A. Etzler 56 Executive Vice President and General Counsel since January 2021; Senior Vice President and General Counsel from July 2018 to December 2020; Vice President and General Counsel from March 2017 to July 2018; Corporate Secretary since January 2018. General Counsel of Family Express Corporation from July 2011 to March 2017. Lynn M. Kerber 54 Executive Vice President and Senior Commercial Credit Officer since January 2021; Senior Vice President and Senior Commercial Credit Officer from May 2018 to December 2020; Executive Vice President and Chief Risk Officer, Chemical Financial Corporation June 2015 to August 2017; President of the Chemical Bank Foundation 2013 to 2017. Noe S. Najera 52 Executive Vice President, Senior Retail & Mortgage Lending Officer since April 2022; Senior Vice President, Consumer Lending and CRA/Fair Lending from December 2018 to April 2022. Previously, Mr. Najera played professional baseball for five years with the Cleveland Indians and the Cincinnati Reds. All officers are appointed annually by the Board of Directors of Horizon and the Bank, as applicable. 32 HORIZON BANCORP, INC. PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock and Related Stockholder Matters Horizon common stock is traded on the NASDAQ Global Select Market under the symbol “HBNC.” The approximate number of holders of record of Horizon’s outstanding common stock as of March 13, 2023 was 1,459. The Equity Compensation Plan Information table appears under the caption “Equity Compensation Plan Information” in Item 12 below and is incorporated herein by reference. Repurchases of Securities There were no purchases by the Company of its common stock during the fourth quarter of 2022. Performance Graph The SEC requires Horizon to include a line graph comparing Horizon’s cumulative five–year total shareholder returns on the common shares with market and industry returns over the past five years. S&P Global Market Intelligence prepared the following graph. The return represented in the graph assumes the investment of $100 on December 31, 2017, and further assumes reinvestment of all dividends. The Company’s common stock began trading on the NASDAQ Global Market on February 1, 2007, and on the NASDAQ Global Select Market on January 2, 2014. Prior to that date, the common stock was traded on the NASDAQ Capital Market. Index Horizon Bancorp, Inc. Russell 2000 Index S&P U.S. SmallCap Banks Index December 31 December 31 December 31 December 31 December 31 December 31 2017 2018 2019 2020 2021 2022 100.00 100.00 86.86 88.99 107.44 111.70 93.62 134.00 126.79 153.85 94.76 122.41 100.00 83.44 104.69 95.08 132.36 116.69 Source: S&P Global Market Intelligence © 2023 33 Index ValueTotal Return PerformanceHorizon Bancorp, Inc.Russell 2000 IndexS&P U.S. SmallCap Banks Index12/31/1712/31/1812/31/1912/31/2012/31/2112/31/2250100150200250 HORIZON BANCORP, INC. The following chart compares the change in market price of Horizon’s common stock since December 31, 2017 to that of publicly traded banks in Indiana and Michigan with assets greater than $500 million, excluding the reinvestment of dividends. Index Horizon Bancorp, Inc. Indiana Banks (1) Michigan Banks (1) December 31 December 31 December 31 December 31 December 31 December 31 2017 2018 2019 2020 2021 2022 100.00 100.00 100.00 85.14 99.36 99.46 102.52 114.02 113.45 85.58 103.84 110.22 112.50 130.31 147.58 81.37 115.99 124.08 (1) Excludes merger targets Source: S&P Global Market Intelligence © 2023 ITEM 6. RESERVED 34 Index ValueRelative Price PerformanceHorizon Bancorp, Inc.Indiana BanksMichigan Banks12/31/1712/31/1812/31/1912/31/2012/31/2112/31/2250100150200250 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Horizon is a registered bank holding company incorporated in Indiana and headquartered in Michigan City, Indiana. Horizon provides a broad range of banking services in northern and central Indiana and southern and central Michigan through its bank subsidiary, Horizon Bank. Horizon operates as a single segment, which is commercial banking. Horizon’s common stock is traded on the NASDAQ Global Select Market under the symbol HBNC. The Bank was founded in 1873 as a national association, and it remained a national association until its conversion to an Indiana commercial bank effective June 23, 2017. The Bank is a full–service commercial bank offering commercial and retail banking services, corporate and individual trust and agency services, and other services incident to banking. Fourth Quarter and Full Year 2022 Highlights • • • • • • • • • • Return on average assets (“ROAA”) was 1.24% for the year ended 2022. Return on average tangible equity was 18.33% for the year ended 2022. Total loans grew 13.4% year–to–date and 12.8% annualized during the fourth quarter. Commercial loans grew to a record $2.42 billion, up 13.4% year–to–date and 10.8% annualized during the fourth quarter. Consumer loans grew to a record $967.8 million, up 30.6% year–to–date and 21.0% annualized during the fourth quarter. Asset quality remained solid with total loan delinquency at 0.26% of total loans, net charge–offs to average loans of 0.02% and non–performing loans to total loans at 0.52%. Total deposits remained strong increasing $26.9 million during the quarter at an average cost of 71 basis points and $54.8 million year–to–date at an average cost of 30 basis points. An accounting revision was made to amounts reported in previously issued financial statements covering the years ended December 31, 2021 and 2020 related to immaterial errors discovered in the fourth quarter of 2022. The errors relate to the inclusion of the dealer reserve amortization expense in loan expense in non– interest expenses for the years ended December 31, 2021 and 2020 rather than loan interest income. The previously issued financial statements for the years ended December 31, 2021 and 2020 have been revised to correct this error, which resulted in lowering both interest income and non–interest expense by $5.9 million and $5.4 million, respectively. In addition, net interest margin was lowered by ten basis points and eleven basis points for the years ended December 31, 2021 and 2020, respectively. All periods presented reflect this adjustment, and there was no impact to net income. See Note 1 of Horizon's Consolidated Financial Statements for further details. Non-interest expense was $35.7 million in the quarter, or 1.84% of average assets on an annualized basis, compared to $36.8 million, or 1.91%, in the third quarter of 2022. Year–to–date non–interest expense continued to be well managed at $139.5 million, or 1.85% of average assets. The Bank’s capital position continues to be robust with leverage and risk based capital ratios of 8.89% and 13.59%, respectively. The annualized dividend yield was 4.24% as of December 31, 2022. Critical Accounting Policies The Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10–K for 2022 contain a summary of the Company’s significant accounting policies. Certain of these policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management has identified the allowance for loan losses, goodwill and intangible assets, mortgage servicing rights, derivative instruments and valuation measurements as critical accounting policies. 35 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Allowance for Credit Losses The allowance for credit losses on loans and leases (“ACL”) replaces the allowance for loan and lease losses as a credit accounting estimate, as of January 1, 2020 with the adoption of ASU 2016–13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The allowance for credit losses represents management’s best estimate of current expected credit losses over the life of the portfolio of loans and leases. Estimating credit losses requires judgment in determining loan specific attributes impacting the borrower’s ability to repay contractual obligations. Other factors such as economic forecasts used to determine a reasonable and supportable forecast, prepayment assumptions, the value of underlying collateral, and changes in size composition and risks within the portfolio are also considered. The allowance for credit losses is assessed at each balance sheet date and adjustments are recorded in the provision for credit losses. The allowance is estimated based on loan level characteristics using historical loss rates, a reasonable and supportable economic forecast. Loan losses are estimated using the fair value of collateral for collateral–dependent loans, or when the borrower is experiencing financial difficulty such that repayment of the loan is expected to be made through the operation or sale of the collateral. Loan balances considered uncollectible are charged–off against the ACL. Assets purchased with credit deterioration (“PCD”) represent assets that are acquired with evidence of more than insignificant credit quality deterioration since origination at the acquisition date. At acquisition, the allowance for credit losses on PCD assets is booked directly to the ACL. Any subsequent changes in the ACL on PCD assets is recorded through the provision for credit losses. Management believes that the ACL is adequate to absorb the expected life of loan credit losses on the portfolio of loans and leases as of the balance sheet date. Actual losses incurred may differ materially from our estimates. Allowance for Credit Losses on Off–Balance Sheet Credit Exposures The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The Company determines the estimated amount of expected credit extensions based on historical usage to calculate the amount of exposure for a loss estimate and has recorded an allowance. Allowance for Credit Losses on Available for Sale Securities For available for sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For debt securities available for sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recorded in other comprehensive income. Changes in the ACL are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. 36 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Allowance for Credit Losses on Held to Maturity Securities For held to maturity securities, the Company conducts an assessment of its held to maturity securities at the time of purchase and on at least an annual basis to ensure such investment securities remain within appropriate levels of risk and continue to perform satisfactorily in fulfilling its obligations. The Company considers, among other factors, the nature of the securities and credit ratings or financial condition of the issuer. If available, the Company obtains a credit rating for issuers from the Nationally Recognized Statistical Rating Organization (“NRSRO”) for consideration. If this assessment indicates that a material credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss. Goodwill and Intangible Assets Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies. FASB ASC 350–10 establishes standards for the amortization of acquired intangible assets and impairment assessment of goodwill. At December 31, 2022, Horizon had core deposit intangibles of $17.2 million subject to amortization and $155.2 million of goodwill, which is not subject to amortization. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. Horizon’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of Horizon to provide quality, cost effective banking services in a competitive marketplace. The goodwill value is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost effective services over sustained periods can lead to impairment of goodwill that could adversely affect earnings in future periods. FASB ASC 350–10 requires an annual evaluation of goodwill for impairment. At each reporting date between annual goodwill impairment tests, Horizon considers potential indicators of impairment. Impairment indicators considered comprised the condition of the economy and banking industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting unit; performance of the Company's stock and other relevant events. Horizon further considered the amount by which fair value exceeded book value in the most recent quantitative analysis and stress testing performed. At the conclusion of the assessment, the Company determined that as of December 31, 2022, it was more likely than not that the fair value exceeded its carrying value. Horizon will continue to monitor overall economic conditions and any other triggering events or circumstances that may indicate an impairment of goodwill in the future. Mortgage Servicing Rights Servicing assets are recognized as separate assets when rights are acquired through purchase or through the sale of financial assets on a servicing–retained basis. Capitalized servicing rights are amortized into non–interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated regularly for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying servicing rights by predominant characteristics, such as interest rates, original loan terms and whether the loans are fixed or adjustable rate mortgages. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market–based assumptions. When the book value of an individual stratum exceeds its fair value, an impairment reserve is recognized so that each individual stratum is carried at the lower of its amortized book value or fair value. In periods of falling market interest rates, accelerated loan prepayment can adversely affect the fair value of these mortgage–servicing rights relative to their book value. In the event that the fair value of these assets was to increase in the future, Horizon can recognize the increased fair value to the extent of the impairment allowance but cannot recognize an asset in excess of its amortized book value. Future changes in management’s assessment of the impairment of these servicing assets, as a result of changes in observable market data relating to market interest rates, loan prepayment speeds, and other factors, could impact Horizon’s financial condition and results of operations either positively or negatively. 37 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Generally, when market interest rates decline and other factors favorable to prepayments occur, there is a corresponding increase in prepayments as customers refinance existing mortgages under more favorable interest rate terms. When a mortgage loan is prepaid, the anticipated cash flows associated with servicing that loan are terminated, resulting in a reduction of the fair value of the capitalized mortgage servicing rights. To the extent that actual borrower prepayments do not react as anticipated by the prepayment model (i.e., the historical data observed in the model does not correspond to actual market activity), it is possible that the prepayment model could fail to accurately predict mortgage prepayments and could result in significant earnings volatility. To estimate prepayment speeds, Horizon utilizes a third–party prepayment model, which is based upon statistically derived data linked to certain key principal indicators involving historical borrower prepayment activity associated with mortgage loans in the secondary market, current market interest rates and other factors, including Horizon’s own historical prepayment experience. For purposes of model valuation, estimates are made for each product type within the mortgage servicing rights portfolio on a monthly basis. In addition, on a quarterly basis Horizon engages a third party to independently test the value of its servicing asset. Derivative Instruments As part of the Company’s asset/liability management program, Horizon utilizes, from time–to–time, interest rate floors, caps or swaps to reduce the Company’s sensitivity to interest rate fluctuations. These are derivative instruments, which are recorded as assets or liabilities in the consolidated balance sheets at fair value. Changes in the fair values of derivatives are reported in the consolidated income statements or other comprehensive income (“OCI”) depending on the use of the derivative and whether the instrument qualifies for hedge accounting. The key criterion for the hedge accounting is that the hedged relationship must be highly effective in achieving offsetting changes in those cash flows that are attributable to the hedged risk, both at inception of the hedge and on an ongoing basis. Horizon’s accounting policies related to derivatives reflect the guidance in FASB ASC 815–10. Derivatives that qualify for the hedge accounting treatment are designated as either: a hedge of the fair value of the recognized asset or liability or of an unrecognized firm commitment (a fair value hedge) or a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (a cash flow hedge). For fair value hedges, the cumulative change in fair value of both the hedge instruments and the underlying loans is recorded in non–interest income. For cash flow hedges, changes in the fair values of the derivative instruments are reported in OCI to the extent the hedge is effective. The gains and losses on derivative instruments that are reported in OCI are reflected in the consolidated income statement in the periods in which the results of operations are impacted by the variability of the cash flows of the hedged item. Generally, net interest income is increased or decreased by amounts receivable or payable with respect to the derivatives, which qualify for hedge accounting. At inception of the hedge, Horizon establishes the method it uses for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. The ineffective portion of the hedge, if any, is recognized currently in the consolidated statements of income. Horizon excludes the time value expiration of the hedge when measuring ineffectiveness. Valuation Measurements Valuation methodologies often involve a significant degree of judgment, particularly when there are no observable active markets for the items being valued. Investment securities, residential mortgage loans held for sale and derivatives are carried at fair value, as defined in FASB ASC 820, which requires key judgments affecting how fair value for such assets and liabilities is determined. In addition, the outcomes of valuations have a direct bearing on the carrying amounts of goodwill, mortgage servicing rights, and pension and other post–retirement benefit obligations. To determine the values of these assets and liabilities, as well as the extent to which related assets may be impaired, management makes assumptions and estimates related to discount rates, asset returns, prepayment speeds and other factors. The use of different discount rates or other valuation assumptions could produce significantly different results, which could affect Horizon’s results of operations. 38 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Analysis of Financial Condition Horizon’s total assets were $7.9 billion as of December 31, 2022, an increase of $460.6 million from December 31, 2021. The increase was primarily in net loans of $503.3 million, investment securities of $307.1 million, and other assets of $72.4 million, offset by a decrease in cash and due from banks of $470.0 million. Investment Securities Investment securities carrying values totaled $3.0 billion at December 31, 2022, and consisted of Treasury and federal agency securities of $562.4 million (18.6%); state and municipal securities of $1.6 billion (51.7%); federal agency mortgage–backed pools of $534.6 million and federal agency collateralized mortgage obligations of $87.8 million (20.6%); private labeled mortgage–backed pools of $35.5 million (1.2%); and corporate securities of $238.8 million (7.9%). As indicated above, 20.6% of the investment portfolio consists of mortgage–backed securities and collateralized mortgage obligations. These instruments are secured by residential mortgages of varying maturities. Principal and interest payments are received monthly as the underlying mortgages are repaid. These payments also include prepayments of mortgage balances as borrowers either sell their homes or refinance their mortgages. Therefore, mortgage–backed securities and collateralized mortgage obligations have maturities that are stated in terms of average life. The average life is the average amount of time that each dollar of principal is expected to be outstanding. As of December 31, 2022, the mortgage–backed securities and collateralized mortgage obligations in the investment portfolio had an average duration of 5 years. Securities that have interest rates above current market rates are purchased at a premium. Available for sale municipal securities are priced by a third party using a pricing grid which estimates prices based on recent sales of similar securities. All municipal securities are investment grade or local non–rated issues. A credit review is performed annually on the municipal securities portfolio. At December 31, 2022 and 2021, 33.0% and 42.8%, respectively, of investment securities were classified as available for sale. Securities classified as available for sale are carried at their fair value, with both unrealized gains and losses recorded, net of tax, directly to stockholders’ equity. Net depreciation on these securities totaled $140.1 million, which resulted in a balance of $110.7 million, net of tax, included in stockholders’ equity at December 31, 2022. This compared to net appreciation on securities which totaled $5.7 million, net of tax, included in stockholders’ equity at December 31, 2021. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is also established which requires an entity to maximize the use of observable and minimize the use of unobservable inputs. There are three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. When quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. There are no Level 1 securities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include U.S. Treasury and Federal agency securities, State and municipal securities, Federal agency collateralized mortgage obligations, Federal agency mortgage-backed pools and corporate notes. For Level 2 securities, Horizon uses a third party service to determine fair value. In performing the valuations, the pricing service relies on models that consider security–specific details as well as relevant industry and economic factors. The most significant of these inputs are quoted market prices, interest rate spreads on relevant benchmark securities and 39 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) certain prepayment assumptions. To verify the reasonableness of the fair value determination by the service, Horizon has a portion of the Level 2 securities priced by an independent securities broker–dealer. Unrealized gains and losses on available for sale securities, deemed temporary, are recorded, net of income tax, in a separate component of accumulated other comprehensive income on the balance sheet. The following is a schedule of maturities of each categories of available for sale and held to maturity debt securities and the related weighted–average yield of such securities as of December 31, 2022: One Year or Less After One Year Through Five Years After Five Years Through Ten Years After Ten Years (dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield Available for sale U.S. Treasury and federal agencies(1) State and municipal Federal agency collateralized mortgage obligations(2) Federal agency mortgage- backed pools(2) Private labeled mortgage- backed pools(2) Corporate notes $ 1,513 0.62 % $ 216,819 1.77 % $ 47,024 1.91 % $ 1,823 — — % 38,559 2.67 % 139,990 2.92 % 254,995 1.85 % 3.33 % — — — — — % 3,260 2.86 % 4,388 3.04 % 23,567 3.48 % — % 13,358 3.24 % 43,120 3.08 % 134,178 2.12 % — % — — % — — % — % 56,760 2.96 % 17,267 4.10 % — 937 — % — % Total available for sale 1,513 0.62 % 328,756 2.15 % 251,789 2.84 % 415,500 2.94 % Held to maturity U.S. Treasury and federal agencies(1) State and municipal Federal agency collateralized mortgage obligations(2) Federal agency mortgage- backed pools(2) Private labeled mortgage- backed pools(2) Corporate notes 7,407 0.75 % 100,288 1.77 % 46,191 2.50 % 92,127 24,975 2.46 % 109,566 3.23 % 99,627 3.55 % 701,417 2.85 % 3.23 % — — — — — % — — % — — % 47,699 2.41 % — % 2,213 3.58 % 122,870 2.42 % 162,156 2.23 % — % — % — — — % — — % 29,973 2.96 % — % 134,800 4.53 % — Total held to maturity 32,382 2.07 % 212,067 2.54 % 403,488 3.41 % 1,033,372 Total investment securities $ 33,895 2.00 % $ 540,823 2.30 % $ 655,277 3.19 % $ 1,448,872 (1) Fair value is based on contractual maturity or call date where a call option exists (2) Maturity based upon final maturity date — % 3.00 % 2.98 % The weighted–average interest rates are based on coupon rates for securities purchased at par value an on effective interest rates considering amortization or accretion if the securities were purchased at a premium or discount. Yields are not presented on a tax–equivalent basis. As a member of the Federal Home Loan Bank system, Horizon is required to maintain an investment in the common stock of the Federal Home Loan Bank. The investment in common stock is based on a predetermined formula. At December 31, 2022 and 2021, Horizon had investments in the common stock of the Federal Home Loan Bank totaling $26.7 million and $24.4 million, respectively. At December 31, 2022, Horizon did not maintain a trading account. 40 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) For more information about securities, see Note 4 – Securities to the Consolidated Financial Statements at Item 8. Total Loans Total loans, net of deferred fees/costs, the principal earning asset of the Bank, were $4.1 billion at December 31, 2022. The current level of total loans increased 14.0% from the December 31, 2021, level of $3.6 billion primarily due to an increase in commercial, consumer, residential mortgage and residential construction loans, offset by a decrease in mortgage warehouse loans during the year. The table below provides comparative detail on the loan categories. December 31, December 31, 2022 2021 Dollar Change Percent Change Commercial Owner occupied real estate Non–owner occupied real estate Residential spec homes Development & spec land Commercial and industrial Total commercial Real estate Residential mortgage Residential construction Mortgage warehouse Total real estate Consumer Direct installment Indirect installment Home equity Total consumer Total loans Allowance for loan losses Loans, net $ 594,562 $ 560,887 $ 1,187,077 1,088,470 10,838 27,358 647,587 9,907 24,473 530,208 2,467,422 2,213,945 612,551 40,741 69,529 722,821 56,614 500,549 410,592 967,755 563,811 30,571 109,031 703,413 63,714 386,492 290,970 741,176 4,157,998 3,658,534 (50,464) (54,286) 33,675 98,607 931 2,885 117,379 253,477 48,740 10,170 (39,502) 19,408 6.0 % 9.1 % 9.4 % 11.8 % 22.1 % 11.4 % 8.6 % 33.3 % (36.2) % 2.8 % (7,100) (11.1) % 114,057 119,622 226,579 499,464 3,822 29.5 % 41.1 % 30.6 % 13.7 % (7.0) % 14.0 % $ 4,107,534 $ 3,604,248 $ 503,286 The acceptance and management of credit risk is an integral part of the Bank’s business as a financial intermediary. The Bank has established underwriting standards including a policy that monitors the lending function through strict administrative and reporting requirements as well as an internal loan review of consumer and small business loans. The Bank also uses an independent third-party loan review function that regularly reviews asset quality. 41 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Changes in the mix of the loan portfolio averages are shown in the following table. Commercial Real estate Mortgage warehouse Consumer Total average loans December 31, December 31, December 31, 2022 2021 2020 $ 2,280,553 $ 2,155,018 $ 2,218,812 621,163 89,409 850,667 591,395 206,932 679,712 725,168 259,727 676,849 $ 3,841,792 $ 3,633,057 $ 3,880,556 Maturities and Sensitivities of Loans to Changes in Interest Rates The following table presents the maturity distribution of our loan portfolio as December 31, 2022. The table also presents the portion of loans that have fixed interest rates or variable interest rates that fluctuate over the life of the loans in accordance with changes in an interest rate index. Due in One Year or Less After One, but Within Five Years After Five, but Within Fifteen Years After Fifteen Years Total $ 284,888 $ 959,545 $ 1,116,706 $ 106,283 $ 2,467,422 $ $ $ $ 1,161 69,529 11,818 9,317 — 268,460 64,360 — 362,135 578,454 — 325,342 653,292 69,529 967,755 367,396 $ 1,237,322 $ 1,543,201 $ 1,010,079 $ 4,157,998 87,192 $ 582,557 $ 409,281 $ 43,412 $ 1,122,442 1,131 — 6,772 8,383 — 250,016 41,015 — 337,073 325,286 — 14,164 375,815 — 608,025 95,095 $ 840,956 $ 787,369 $ 382,862 $ 2,106,282 197,696 $ 376,988 $ 707,425 $ 62,871 $ 1,344,980 30 69,529 5,046 934 — 18,444 23,345 — 25,062 253,168 — 311,178 277,477 69,529 359,730 $ 272,301 $ 396,366 $ 755,832 $ 627,217 $ 2,051,716 Commercial Real estate Mortgage warehouse Consumer Total Loans with fixed interest rates: Commercial Real estate Mortgage warehouse Consumer Total Loans with variable interest rates: Commercial Real estate Mortgage warehouse Consumer Total Commercial Loans Commercial loans totaled $2.47 billion, or 59.3% of total loans as of December 31, 2022, compared to $2.21 billion, or 60.5% as of December 31, 2021. The increase during 2022 was due to growth in all types of commercial loans offset by a decrease in PPP loans of $25.6 million to $217,000 at December 31, 2022 compared to $25.8 million at December 31, 2021. 42 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Commercial loans consisted of the following types of loans at December 31: December 31, 2022 December 31, 2021 Number Amount Percent of Portfolio Number Amount Percent of Portfolio SBA guaranteed Municipal government Lines of credit 268 $ 56,650 73 85,520 2.3 % 3.5 % 491 $ 82,060 75 67,029 1,507 561,995 22.8 % 1,494 448,685 Real estate and equipment 5,261 1,763,257 71.6 % 4,896 1,616,171 3.7 % 3.0 % 20.3 % 73.0 % Total 7,109 $ 2,467,422 100.2 % 6,956 $ 2,213,945 100.0 % At December 31, 2022, the commercial loan portfolio held $279.9 million of adjustable rate loans that had interest rate floors in the terms of the note. Of the commercial loans with interest rate floors, loans totaling $48.9 million were at their floor at December 31, 2022. Residential Real Estate Loans Residential real estate loans totaled $653.3 million, or 15.7% of total loans as of December 31, 2022, compared to $594.4 million, or 16.3% of total loans as of December 31, 2021. This category consists of home mortgages that generally require a loan to value of no more than 80%. Some special guaranteed or insured real estate loan programs do permit a higher loan to collateral value ratio. The increase during 2022 was primarily due to borrowers selecting adjustable rate loans, which are held on the balance sheet, as fixed rates increased during the year. In addition to the customary real estate loans described above, the Bank also had outstanding on December 31, 2022, $355.2 million in home equity lines of credit compared to $252.4 million at December 31, 2021. Credit lines normally limit the loan to collateral value to no more than 89%. Home equity credit lines are primarily not combined with a first mortgage and are therefore evaluated in the allowance for loan losses as a separate pool. These loans are classified as consumer loans in the Loans table above and in Note 5 of the Consolidated Financial Statements at Item 8. Residential real estate lending is a highly competitive business. As of December 31, 2022, the real estate loan portfolio reflected a wide range of interest rates and repayment patterns, but could generally be categorized as follows: Fixed rate Monthly payment Biweekly payment Adjustable rate Monthly payment Biweekly payment Subtotal Loans held for sale Total real estate loans December 31, 2022 December 31, 2021 Amount Percent of Portfolio Yield Amount Percent of Portfolio Yield $ 375,185 — 278,107 — 57.4 % — % 42.6 % — % 3.76 % $ 283,145 — % — 4.21 % 311,237 — % — 47.6 % — % 52.4 % — % 653,292 100.0 % 3.95 % 594,382 100.0 % 3.63 % — % 3.73 % — % 3.67 % 5,807 $ 659,099 12,579 $ 606,961 The decrease in adjustable rate residential mortgage loans and increase in fixed rate residential mortgage loans was primarily due to customers moving to fixed rate products during the first half of 2022 as a result of the low interest rate environment. In addition to the real estate loan portfolio, the Bank originates and sells real estate loans and retains the servicing rights. During 2022 and 2021, approximately $221.9 million and $438.1 million, 43 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) respectively, of residential mortgages were sold into the secondary market. Loans serviced for others are not included in the consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled approximately $1.5 billion and $1.5 billion at December 31, 2022 and 2021. The aggregate fair value of capitalized mortgage servicing rights at December 31, 2022, totaled approximately $20.0 million compared to the carrying value of $18.6 million. Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of measuring impairment, risk characteristics including product type, investor type and interest rates, were used to stratify the originated mortgage servicing rights. Mortgage servicing rights Balances, January 1 Servicing rights capitalized Amortization of servicing rights Balances, December 31 Impairment allowance Balances, January 1 Additions Reductions Balances, December 31 Mortgage servicing rights, net Mortgage Warehouse Loans December 31, December 31, December 31, 2022 2021 2020 $ 17,780 $ 17,644 $ 3,184 4,209 (2,345) (4,073) 18,619 17,780 (2,594) (5,172) — 2,594 — — 2,578 (2,594) $ 18,619 $ 15,186 $ 15,046 5,530 (2,932) 17,644 (719) (5,106) 653 (5,172) 12,472 Horizon’s mortgage warehousing lending has specific mortgage companies as customers of Horizon Bank. Individual mortgage loans originated by these mortgage companies are funded as a secured borrowing with a pledge of collateral under Horizon’s agreement with the mortgage company. Each mortgage loan funded by Horizon undergoes an underwriting review by Horizon to the end investor guidelines and is assigned to Horizon until the loan is sold to the secondary market by the mortgage company. In addition, Horizon takes possession of each original note and forwards such note to the end investor once the mortgage company has sold the loan. At the time a loan is transferred to the secondary market, the mortgage company reacquires the loan under its option within the agreement. Due to the reacquire feature contained in the agreement, the transaction does not qualify as a sale and therefore is accounted for as a secured borrowing with a pledge of collateral pursuant to the agreement with the mortgage company. When the individual loan is sold to the end investor by the mortgage company, the proceeds from the sale of the loan are received by Horizon and used to pay off the loan balance with Horizon along with any accrued interest and any related fees. The remaining balance from the sale is forwarded to the mortgage company. These individual loans typically are sold by the mortgage company within 30 days and are seldom held more than 90 days. Interest income is accrued during this period and collected at the time each loan is sold. Fee income for each loan sold is collected when the loan is sold and no costs are deferred due to the term between each loan funding and related payoff, which is typically less than 30 days. Based on the agreements with each mortgage company, at any time a mortgage company can reacquire from Horizon its outstanding loan balance on an individual mortgage and regain possession of the original note. Horizon also has the option to request that the mortgage company reacquire an individual mortgage. Should this occur, Horizon would return the original note and reassign the assignment of the mortgage to the mortgage company. Also, in the event that the end investor would not be able to honor the purchase commitment and the mortgage company would not be able to reacquire its loan on an individual mortgage, Horizon would be able to exercise its rights under the agreement. The greatest risk related to these loans is transaction and fraud risk. During 2022, Horizon processed approximately $2.6 billion in mortgage warehouse loans. 44 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) At December 31, 2022, the mortgage warehouse loan balance was $69.5 million compared to $109.0 million as of December 31, 2021. Consumer Loans Consumer loans totaled $967.8 million, or 23.3% of total loans as of December 31, 2022, compared to $741.2 million, or 20.3% as of December 31, 2021. The increase during 2022 was due to strong indirect lending during the first half of 2022 and home equity lines of credit production during the second half of 2022, in addition to approximately $52.4 million of purchased home equity lines of credit in the fourth quarter of 2022. Allowance and Provision for Credit Losses The table below provides an allocation of the year–end allowance for credit losses on loans by loan portfolio segment; however, allocation of a portion of the allowance to one segment does not preclude its availability to absorb losses in other segments. Amount of Allowance Allocated Percent of Loans in Each Category to Total Loans Total Loans Ratio of Allowance Allocated to Loans in Each Category December 31, 2022 Commercial Real estate Mortgage warehouse Consumer Total Excluding PPP loans December 31, 2021 Commercial Real estate Mortgage warehouse Consumer Total Excluding PPP loans $ $ $ $ $ $ 32,445 5,577 1,020 11,422 50,464 50,464 40,775 3,856 1,059 8,596 54,286 54,286 59.3 % $ 2,467,422 15.7 % 1.7 % 23.3 % 100.0 % $ $ 653,292 69,529 967,755 4,157,998 4,157,781 60.6 % $ 2,213,945 16.2 % 3.0 % 20.3 % 100.1 % $ $ 594,382 109,031 741,176 3,658,534 3,632,690 1.31 % 0.85 % 1.47 % 1.18 % 1.21 % 1.21 % 1.84 % 0.65 % 0.97 % 1.16 % 1.48 % 1.49 % At December 31, 2022, the allowance for credit losses was $50.5 million, or 1.21% of total loans outstanding, compared to $54.3 million, or 1.48%, at December 31, 2021. During 2022, a release of provision for credit losses was recorded totaling $1.8 million compared to a release of provision for credit losses totaling $2.1 million in 2021. Horizon assesses the adequacy of its Allowance for Credit Losses (“ACL”) by regularly reviewing the performance of all of its loan portfolios. As a result of its quarterly reviews, a provision for credit losses is determined to bring the total ACL to a level called for by the analysis. Horizon's reserve includes allocations for potential future loan losses related to economic factors and the nature and characteristics of its loan portfolios, primarily related to the impact on non–essential businesses caused by COVID–19 closures and the slow pace of reopening and economic recovery. Through December 31, 2022, Horizon has not recorded any material specific loan losses attributed to COVID–19 closures. As a result, the allocations related to the impact of COVID–19 were reduced during 2022 and partially reallocated to current economic factors and also released from the ACL. No assurance can be given that Horizon will not, in any particular period, sustain loan losses that are significant in relation to the amount reserved, or that subsequent evaluations of the loan portfolio, in light of factors then prevailing, including economic conditions and management’s ongoing quarterly assessments of the portfolio, will not require increases in the allowance for credit losses. Horizon considers the allowance for credit losses to be adequate to cover losses inherent in the loan portfolio as of December 31, 2022. 45 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Non–performing Loans Non–performing loans are defined as loans that are greater than 90 days delinquent or have had the accrual of interest discontinued by management. From time to time, the Bank obtains information which may lead management to believe that the collection of payments may be doubtful on a particular loan. In recognition of such, it is management's policy to convert the loan from an “earning asset” to a non–accruing loan. Further, it is management's policy to place a commercial loan on non–accrual status when delinquent in excess of 90 days or management has determined that the borrower's ability to continue to make payments is in doubt. The officer responsible for the loan, Executive Vice President and Chief Commercial Banking Officer and the senior commercial loan workout officer must review all loans placed on non–accrual status. Management continues to work diligently toward returning non–performing loans to an earning asset basis. Non–performing loans for the previous three years ending December 31 are as follows: (dollars in thousands) Non–performing loans Commercial More than 90 days past due Non–accrual Trouble debt restructuring – accruing Trouble debt restructuring – non–accrual Real estate More than 90 days past due Non–accrual Trouble debt restructuring – accruing Trouble debt restructuring – non–accrual Mortgage warehouse More than 90 days past due Non–accrual Trouble debt restructuring – accruing Trouble debt restructuring – non–accrual Consumer More than 90 days past due Non–accrual Trouble debt restructuring – accruing Trouble debt restructuring – non–accrual December 31, December 31, December 31, 2022 2021 2020 $ — $ — $ 8,493 837 — 43 5,479 1,391 1,210 — — — — 49 3,658 342 338 6,621 603 285 66 5,626 1,421 892 — — — — 79 2,715 367 344 — 12,714 168 1,466 17 5,674 1,381 922 — — — — 245 3,754 244 222 Total non–performing loans 21,840 19,019 26,807 Other real estate owned and repossessed collateral Commercial Real estate Mortgage warehouse Consumer 1,881 107 — 152 2,861 695 — 5 1,908 — — — Total other real estate owned and repossessed collateral 2,140 3,561 1,908 Total non–performing assets $ 23,980 $ 22,580 $ 28,715 Non–performing loans totaled 43.3%, 35.0% and 47.0% of the allowance for credit losses at December 31, 2022, 2021 and 2020, respectively. Non–performing loans at December 31, 2022 totaled $21.8 million, an increase from a balance of $19.0 million as of December 31, 2021 and a decrease from a balance of $26.8 million as of December 46 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) 31, 2020. The increase in non–performing loans in 2022 was primarily due to the downgrade of one previously performing commercial relationship to non–performing status during the year. Non–performing loans as a percentage of total loans was 0.52% as of December 31, 2022, which was the same percentage as of December 31, 2021 and a decrease from 0.58% from December 31, 2020. Non–Performing Loans Percent of Non– Performing Loans in Each Category to Total Loans Total Loans December 31, 2022 Commercial Real estate Mortgage warehouse Consumer Total Excluding PPP loans Allowance for credit losses on loans Ratio of allowance for credit losses on loans to non–performing loans December 31, 2021 Commercial Real estate Mortgage warehouse Consumer Total Excluding PPP loans Allowance for credit losses on loans Ratio of allowance for credit losses on loans to non–performing loans $ $ $ $ $ $ $ $ 9,330 8,123 — 4,387 21,840 21,840 50,464 231.06 % 7,509 8,005 — 3,505 19,019 19,019 54,286 285.43 % 0.38 % $ 2,467,422 1.24 % 0.00 % 0.45 % 0.53 % $ 0.53 % $ 653,292 69,529 967,755 4,157,998 4,157,781 0.34 % $ 2,213,945 1.35 % 0.00 % 0.47 % 0.52 % $ 0.52 % $ 594,382 109,031 741,176 3,658,534 3,632,690 There were no COVID–19 related loan deferrals at December 31, 2022, a decrease from $10.8 million, or 0.3% of total loans at December 31, 2021, and $126.7 million, or 3.3% of total loans at December 31, 2020. Other Real Estate Owned (“OREO”) totaled $1.9 million on December 31, 2022, a decrease of $1.6 million from December 31, 2021 and an increase of $211,000 from December 31, 2020. On December 31, 2022, OREO was comprised of eight properties, six of these properties were bank owned properties from branch closures and two properties were residential. No mortgage warehouse loans were non–performing or OREO as of December 31, 2022, 2021 or 2020. 47 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Other Assets As of December 31, 2022, other assets totaled $139.3 million, an increase of $72.4 million, or 108.4%, from $66.8 million as of December 31, 2021. The increase in other assets was primarily due to an increase in the deferred tax asset related to unrealized gains (losses) on investment securities of $31.4 million, an increase in the fair value of hedging activities of $28.5 million and an increase in mortgage servicing rights, net of impairment, of $3.4 million. Deferred Tax Horizon had a net deferred tax asset totaling $40.3 million as of December 31, 2022 and a net deferred tax asset of $3.3 million as of December 31, 2021. The following table shows the major components of deferred tax: Assets Allowance for loan losses Net operating loss and tax credits Director and employee benefits Unrealized loss on AFS securities and cash flow hedge Other Total assets Liabilities Depreciation State tax Federal Home Loan Bank stock dividends Difference in basis of intangible assets Fair value adjustment on acquisitions Unrealized gain on AFS securities and cash flow hedge Other Total liabilities December 31, December 31, 2022 2021 $ 12,762 $ 13,707 9,313 2,019 28,230 555 52,879 (4,599) (262) (368) (4,440) (2,807) — (68) (12,544) — 2,094 — 1,785 17,586 (4,540) (261) (371) (3,476) (3,435) (1,953) (222) (14,258) 3,328 Net deferred tax asset/(liability) $ 40,335 $ Deposits The primary source of funds for the Bank comes from the acceptance of demand and time deposits. However, at times the Bank will use its ability to borrow funds from the Federal Home Loan Bank and other sources when it can do so at interest rates and terms that are more favorable than those required for deposited funds or loan demand is greater than the ability to grow deposits. Total deposits were $5.9 billion at December 31, 2022, compared to $5.8 billion at December 31, 2021. 48 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Average deposits and rates by category for the three years ended December 31 are as follows: Average Balance Outstanding for the Average Rate Paid for the Years Ended December 31 2022 2021 2020 Non–interest bearing demand deposits $ 1,332,937 $ 1,188,275 $ 919,449 Interest bearing demand deposits 1,971,567 1,651,060 1,267,617 Savings deposits Money market Time deposits Total deposits 940,499 810,083 791,519 779,325 815,081 652,284 625,842 615,722 818,736 $ 5,846,605 $ 5,086,025 $ 4,247,366 Years Ended December 31 2021 2020 2022 0.28 % 0.13 % 0.45 % 0.95 % 0.09 % 0.05 % 0.15 % 0.75 % 0.19 % 0.12 % 0.38 % 1.60 % The $760.6 million increase in average deposits during 2022 was primarily due to the acquisition of 14 branches on September 17, 2021. The transactional accounts average balances, as the lower cost funding sources, increased $621.3 million and the average balances for higher cost time deposits increased $139.2 million. Horizon continually enhances its interest bearing consumer and commercial demand deposit products based on local market conditions and its need for funding to support various types of assets. As of December 31, 2022 and 2021, approximately $2.4 billion and $2.4 billion, respectively, or our deposit portfolio was uninsured. The uninsured amounts are estimates based on the methodologies and assumptions used for Horizon Bank's regulatory reporting requirements. Certificates of deposit of $250,000 or more, which are considered to be rate sensitive and are not considered a part of core deposits, mature as follows as of December 31, 2022: Due in three months or less Due after three months through six months Due after six months through one year Due after one year $ 103,578 108,806 141,471 197,510 $ 551,365 Interest expense on time certificates of $250,000 or more was approximately $4.2 million, $1.4 million and $2.9 million for 2022, 2021 and 2020. Off–Balance Sheet Arrangements As of December 31, 2022, Horizon did not have any off–balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off–balance sheet arrangement” generally means any transaction, agreement, or other contractual arrangement to which an entity unconsolidated with the Company is a party and under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets. Capital Resources Horizon has no material commitments for capital expenditures as of December 31, 2022. Horizon’s sources of funds and liquidity are discussed below in the section captioned “Liquidity” in this Item 7. 49 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Results of Operations Net Income Consolidated net income was $93.4 million, or $2.14 per diluted share, in 2022, $87.1 million or $1.98 per diluted share in 2021, and $68.5 million or $1.55 per diluted share in 2020. The increase in net income from the previous year reflects an increase in net interest income of $23.7 million and a decrease in income tax expense of $3.2 million, offset by an increase in non–interest expense of $9.8 million and a decrease in non–interest income of $10.5 million. The increase in diluted earnings per share compared to the previous year reflects an increase in net income and a decrease in diluted shares. Adjusted net income for the year ended December 31, 2022 was $92.8 million, or $2.13 diluted earnings per share, compared to $88.6 million, or $2.00 diluted earnings per share, for the year ended December 31, 2021. (See the “Non–GAAP Reconciliation of Net Income and Diluted Earnings per Share” table under the heading “Use of Non–GAAP Financial Measures” below for the definition of adjusted net income.) Net Interest Income The largest component of income is net interest income. Net interest income is the difference between interest income, principally from loans and investment securities, and interest expense, principally on deposits and borrowings. Changes in the net interest income are the result of changes in volume and the net interest spread which affects the net interest margin. Volume refers to the average dollar levels of interest earning assets and interest bearing liabilities. Net interest spread refers to the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities. Net interest margin refers to net interest income divided by average interest earning assets and is influenced by the level and relative mix of interest earning assets and interest bearing liabilities. Net interest income during 2022 was $199.5 million, an increase of $23.7 million, or 13.5%, over the $175.8 million earned in 2021. Yields on the Company’s interest earning assets increased by 17 basis points to 3.50% during 2022 from 3.33% in 2021. Interest income increased $41.9 million to $236.0 million for 2022 from $194.1 million in 2021. This increase was due to the overall increase in interest rates during 2022 and the increase in the average balance of interest earning assets of $942.2 million. Interest expense increased $18.2 million from $18.3 million in 2021 to $36.5 million in 2022. This increase was due to the overall increase in interest rates during 2022 and the increase in average balance of interest bearing liabilities of $905.1 million. The increase in rates paid on interest bearing liabilities of 27 basis points was greater than the increase in the yield of interest earning assets of 17 basis points that resulted in a decrease in the net interest margin of 5 basis points from 3.03% for 2021 to 2.98% in 2022. Excluding interest income recognized from acquisition–related purchase accounting adjustments and prepayment penalties on borrowings, the margin would have been 2.93% for 2022 compared to 2.96% for 2021. Management believes that the current level of interest rates is driven by external factors and therefore impacts the results of the Company’s net interest margin. 50 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) The following table presents the average balances of our assets, liabilities, and stockholders' equity, and the related weighted average yields and rates on our interest earning assets and interest bearing liabilities for the periods indicated. Twelve Months Ended Twelve Months Ended Twelve Months Ended December 31, 2022 December 31, 2021 December 31, 2020 Average Balance Interest Average Rate Average Balance Interest Average Rate Average Balance Interest Average Rate Assets Interest earning assets Federal funds sold Interest earning deposits Investment securities – taxable Investment securities – non– taxable(1) Loans receivable(2)(3)(4) Total interest earning assets(1) Non–interest earning assets Cash and due from banks Allowance for loan losses Other assets Total average assets Liabilities and Stockholders’ Equity Interest bearing liabilities Interest bearing deposits Borrowings Repurchase agreements Subordinated notes Junior subordinated debentures issued to capital trusts Total interest bearing liabilities Non–interest bearing liabilities Demand deposits Accrued interest payable and other liabilities Stockholders’ equity Total average liabilities and stockholders’ equity Net interest income/spread Net interest income as a percent of average interest earning assets(1) $ 62,211 $ 165 0.27 % $ 398,528 $ 535 0.13 % $ 61,408 $ 154 13,596 141 1.04 % 25,993 160 0.62 % 25,943 268 0.25 % 1.03 % 1,700,418 33,202 1.95 % 884,244 14,437 1.63 % 459,551 8,071 1.76 % 1,356,045 29,025 2.71 % 1,086,942 23,246 2.71 % 706,092 17,213 3,845,137 173,500 4.53 % 3,639,454 155,732 4.30 % 3,880,556 174,262 3.09 % 4.51 % 6,977,407 236,033 3.50 % 6,035,161 194,110 3.33 % 5,133,550 199,968 4.00 % 99,885 (52,606) 509,229 $ 7,533,915 89,993 (56,798) 445,895 $ 6,514,251 84,065 (46,329) 457,497 $ 5,628,783 $ 4,513,668 $ 17,809 0.39 % $ 3,897,750 $ 7,867 0.20 % $ 3,327,917 $ 18,556 696,584 11,938 1.71 % 425,214 4,546 1.07 % 459,752 11,160 141,048 527 0.37 % 123,675 155 0.13 % 100,201 270 58,819 3,522 5.99 % 58,672 3,522 6.00 % 30,610 1,824 0.56 % 2.43 % 0.27 % 5.96 % 56,899 2,719 4.78 % 56,657 2,215 3.91 % 56,427 2,628 4.66 % 5,467,018 36,515 0.67 % 4,561,968 18,305 0.40 % 3,974,907 34,438 0.87 % 1,332,937 50,330 683,630 $ 7,533,915 1,188,275 51,886 712,122 $ 6,514,251 919,449 68,961 665,466 $ 5,628,783 $ 199,518 2.83 % $ 175,805 2.93 % $ 165,530 3.13 % 2.98 % 3.03 % 3.33 % (1) Horizon has no foreign office and, accordingly, no assets or liabilities to foreign operations. Horizon's subsidiary bank had no funds invested in Eurodollar Certificates of Deposit at December 31, 2022. (2) Yields are presented on a tax–equivalent basis. (3) Non–accruing loans for the purpose of the computations above are included in the daily average loan amounts outstanding. Loan totals are shown net of unearned income and deferred loan fees. (4) Net loan fees included in interest on loans aggregated $5.2 million, $13.9 million and $11.2 million in 2022, 2021 and 2020, respectively. 51 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Net interest income during 2021 was $175.8 million, an increase of $10.3 million, or 6.2%, over the $165.5 million earned in 2020. Yields on the Company’s interest earning assets decreased by 67 basis points to 3.33% during 2021 from 4.00% in 2020. Interest income decreased $5.9 million to $194.1 million for 2021 from $200.0 million in 2020. This decrease was due to the overall decrease in interest rates during 2021 and a decrease in the recognition of interest income from acquisition–related purchase accounting adjustments of approximately $2.4 million from $6.9 million in 2020 to $4.5 million in 2021, offset by an increase in the average balance of interest earning assets of $901.6 million. Interest expense decreased $16.1 million from $34.4 million in 2020 to $18.3 million in 2021. This decrease was due to the overall decrease in interest rates during 2021 and $3.8 million in prepayment penalties on borrowings paid in 2020. The prepayment penalties on borrowings were incurred as part of a deleverage strategy in which $83.0 million in FHLB advances with an average cost of 2.61% were paid off during the 4th quarter of 2020. The decrease in rates paid on interest bearing liabilities in addition to the decrease in the yield on the Company's interest earning assets resulted in a decrease in the net interest margin of 30 basis points from 3.33% for 2020 to 3.03% in 2021. Excluding interest income recognized from acquisition–related purchase accounting adjustments and prepayment penalties on borrowings, the margin would have been 2.96% for 2021 compared to 3.27% for 2020. 2022 - 2021 2021 - 2020 Total Change Change Due To Volume Change Due To Rate Total Change Change Due To Volume Change Due To Rate Interest Income Federal funds sold Interest earning deposits Investment securities – taxable Investment securities – non–taxable Loans receivable Total interest income Interest Expense Interest bearing deposits Borrowings Repurchase agreements Subordinated notes Junior subordinated debentures issued to capital trusts Total interest expense Net interest income Credit Loss Expense $ (370) $ (655) $ 285 $ 381 $ 483 $ (19) (97) 78 (108) 1 18,765 15,480 3,285 (1,512) 6,366 6,033 6,973 10,582 (102) (109) (607) (4,549) 8,681 (18,530) (10,585) (7,945) 31,106 10,817 (5,858) 7,454 (13,312) 8,530 3,592 347 (10,689) 2,760 (13,449) (6,614) (783) (5,831) (115) 53 (9) 1,698 1,684 (168) 14 495 (413) 11 (424) 18,210 5,255 12,955 (16,133) 3,725 (19,858) $ 23,713 $ 25,851 $ (2,138) $ 10,275 $ 3,729 $ 6,546 5,779 17,768 41,923 9,942 7,392 372 — 504 7,291 9,087 1,412 3,800 25 9 9 Horizon assesses the adequacy of its ACL by regularly reviewing the performance of its loan portfolios. Credit loss expense totaled a recovery of $1.8 million in 2022 compared to a recovery of $2.1 million in 2021. Total loan net charge–offs were $843,000, which included commercial loan net recoveries of $80,000, residential mortgage loan net recoveries of $53,000 and consumer loan net charge–offs of $976,000 for the year ending December 31, 2022. The recovery of the ACL in 2022 was the result of allocations related to the impact of COVID–19 being reduced during the year and partially reallocated to current economic factors and also required some release from the ACL. 52 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Credit loss expense totaled a recovery of $2.1 million in 2021 compared to an expense of $20.8 million in 2020. Total loan net charge–offs were $1.6 million, which included commercial loan net charge–offs of $1.1 million, residential mortgage loan net charge–offs of $9,000 and consumer loan net charge–offs of $533,000 for the year ending December 31, 2021. The higher level of credit loss expense for 2020 was due to the adoption of CECL at the beginning of 2020 increasing credit loss expense for economic factors due to the economic shutdown and exposures to loans with nature and characteristics that have greater loss exposure due to economic uncertainty brought on by COVID–19. Additional information related to credit loss expense (recovery) and net charge–offs (recoveries) is presented in the table below. Also see Note 6 – Allowance for Credit and Loan Losses in the accompanying notes to consolidated financial statements included elsewhere in this report. Credit Loss Expense (Recovery) Net (Charge– Offs) Recoveries Average Loans Ratio of Annualized Net (Charge–Offs) Recoveries to Average Loans Twelve Months Ended December 31, 2022 Commercial Real estate Mortgage warehouse Consumer Total Excluding PPP loans Twelve Months Ended December 31, 2021 Commercial Real estate Mortgage warehouse Consumer Total Excluding PPP loans Twelve Months Ended December 31, 2020 Commercial Real estate Mortgage warehouse Consumer Total $ (7,650) $ 80 $ 2,280,553 $ $ $ $ 1,668 (39) 3,802 (2,219) (2,219) $ 53 — (976) (843) 621,163 89,409 850,667 3,841,792 (843) $ 3,836,682 (1,320) $ (1,099) $ 2,155,018 (755) (208) 199 (2,084) (2,084) $ 19,198 $ (184) 190 1,547 20,751 (9) — (533) 591,395 206,932 679,712 (1,641) 3,633,057 (1,641) $ 3,466,912 (497) $ 2,218,812 (167) — (1,199) (1,863) 725,168 259,727 676,849 3,880,556 Excluding PPP loans $ 20,751 $ (1,863) $ 3,682,173 0.00 % 0.01 % 0.00 % (0.11) % (0.02) % (0.02) % (0.05) % 0.00 % 0.00 % (0.08) % (0.05) % (0.05) % (0.02) % (0.02) % 0.00 % (0.18) % (0.05) % (0.05) % 53 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Non–interest Income The following is a summary of changes in non–interest income: Twelve Months Ended December 31 Non–interest Income 2022 2021 2021 - 2022 Amount Change Percent Change Twelve Months Ended December 31 2021 2020 2020 - 2021 Amount Change Percent Change Service charges on deposit accounts Wire transfer fees Interchange fees Fiduciary activities Gain (loss) on sale of investment securities Gain on sale of mortgage loans Mortgage servicing net of impairment Increase in cash surrender value of bank owned life insurance Death benefit on officer life insurance Other income Total non–interest income $ 11,598 $ 9,192 $ 2,406 26.2 % $ 9,192 $ 8,848 $ 344 3.9 % 595 892 (297) (33.3) % 892 12,402 10,901 1,501 13.8 % 10,901 5,381 7,419 (2,038) (27.5) % 7,419 1,000 9,306 9,145 (108) (10.8) % 1,595 17.1 % (1,726) (18.9) % — 914 (914) (100.0) % 914 4,297 (3,383) (78.7) % 7,165 19,163 (11,998) (62.6) % 19,163 26,721 (7,558) (28.3) % 4,800 2,352 2,448 104.1 % 2,352 (3,716) 6,068 (163.3) % 2,594 2,094 500 23.9 % 2,094 2,243 (149) (6.6) % 644 2,272 783 (139) (17.8) % 783 4,242 (1,970) (46.4) % 4,242 264 1,513 519 196.6 % 2,729 180.4 % $ 47,451 $ 57,952 $ (10,501) (18.1) % $ 57,952 $ 59,621 $ (1,669) (2.8) % During 2022, the Company originated approximately $221.9 million of mortgage loans to be sold on the secondary market, compared to $438.1 million in 2021 as long–term interest rates began to increase during 2022. This decrease in volume, in addition to a decrease in the percentage earned on the sale of mortgage loans, resulted in a decrease in the overall gain on sale of mortgage loans of $12.0 million compared to the prior year. Gain on the sale of investment securities decreased $914,000 in 2022 as there were no sales in 2022. Fiduciary activities income decreased $2.0 million during 2022 primarily due to the sale of ESOP trustee accounts which was completed during the third quarter 2021. Mortgage servicing net of impairment increased by $2.4 million during 2022 compared to 2021 primarily due to the recovery net impairment charges of $2.6 million recorded during 2022. Other income decreased $2.0 million during 2022 primarily due to the gain on sale of ESOP trustee accounts of $2.3 million recorded in 2021. The increase in interchange fee income in 2022 compared to 2021 was the result of the branch acquisition in September 2021 and organic growth in transactional deposit accounts and volume during 2022. During 2021, the Company originated approximately $438.1 million of mortgage loans to be sold on the secondary market, compared to $584.1 million in 2020 as long–term interest rates began to increase during 2021. This decrease in volume, in addition to a slight decrease in the percentage earned on the sale of mortgage loans, resulted in a decrease in the overall gain on sale of mortgage loans of $7.6 million compared to the prior year. Gain on the sale of investment securities decreased $3.4 million in 2021 due to the deleverage strategy executed in 2020. Fiduciary activities income decreased $1.7 million during 2021 primarily due to the sale of ESOP trustee accounts which was completed during the third quarter. Mortgage servicing net of impairment increased by $6.1 million during 2021 compared to 2020 primarily due to the recovery net impairment charges of $2.6 million recorded during 2021. Other income increased $2.7 million during 2021 primarily due to the gain on sale of ESOP trustee accounts of $2.3 million. The increase in interchange fee income in 2021 compared to 2020 was the result of organic growth in transactional deposit accounts and volume during 2021. 54 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Non–interest Expense The following is a summary of changes in non–interest expense: Twelve Months Ended December 31 Non–interest Expense 2022 2021 2021 - 2022 Amount Change Percent Change Twelve Months Ended December 31 2021 2020 2020 - 2021 Amount Change Percent Change $ 55,422 $ 49,463 $ 5,959 12.0 % $ 49,463 $ 44,671 $ 4,792 (2,647) (23.9) % 11,089 6,861 4,228 Salaries Commission and bonuses Employee benefits Net occupancy expenses Data processing Professional fees Outside services and consultants Loan expense FDIC deposit insurance Core deposit intangible amortization Other losses Other expenses Total non–interest expense 8,442 16,419 13,323 10,567 1,843 10,850 5,411 2,558 3,702 1,046 11,089 13,499 12,541 9,962 2,216 8,449 5,492 2,377 3,644 2,283 2,920 21.6 % 13,499 782 605 6.2 % 12,541 6.1 % 9,962 (373) (16.8) % 2,216 2,401 28.4 % 8,449 (81) 181 (1.5) % 5,492 7.6 % 2,377 58 1.6 % 3,644 (1,237) (54.2) % 2,283 13,673 12,811 9,200 2,433 7,318 5,218 1,855 3,723 1,162 13,618 12,379 1,239 10.0 % 12,379 11,229 10.7 % 61.6 % (1.3) % (2.1) % 8.3 % (174) (270) 762 (217) -8.9 % 1,131 15.5 % 274 522 5.3 % 28.1 % (79) (2.1) % 1,121 1,150 96.5 % 10.2 % $ 143,201 $ 133,394 $ 9,807 7.4 % $ 133,394 $ 120,154 $ 13,240 11.0 % For the twelve months ended December 31, 2022, salaries increased $6.0 million reflecting annual merit increases and the additional employees from the branch acquisition completed during the third quarter of 2021. Outside services and consultants increased $2.4 million from additional consulting services performed during the year. Other losses decreased $1.2 million primarily due to $1.9 million in ESOP settlement expenses recorded during the fourth quarter of 2021. For the twelve months ended December 31, 2021, salaries increased $2.4 million reflecting annual merit increases and the additional employees from the branch acquisition completed during the third quarter. Outside services and consultants and other expenses each increased by $1.1 million during 2021. This was partially due to acquisition– related expenses of $671,000 in outside services and consultants and $674,000 in other expenses. Other losses increased $1.1 million primarily due to $1.9 million in ESOP settlement expenses recorded during the fourth quarter of 2021. Income Taxes Income tax expense totaled $12.2 million for the year ended December 31, 2022, a decrease of $3.2 million when compared to the year ended December 31, 2021. The decrease was primarily due to the additional benefit related to investments that generate tax credits, an increase in tax exempt investments, offset slightly by an increase in income before income taxes of $3.1 million in 2022. Income tax expense totaled $15.4 million for the year ended December 31, 2021, an increase of $5.5 million when compared to the year ended December 31, 2020. The increase was primarily due to an increase in income before income taxes of $24.1 million in 2021 and fewer tax credits recognized due to delays in projects the Company has invested in offset by an increase in tax exempt municipal investments. 55 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Replacement of London Interbank Offered Rate In 2017, the United Kingdom's Financial Conduct Authority (the authority that regulates LIBOR) (the “FCA”) announced that after 2021 it would no longer compel banks to submit the rates required to calculate LIBOR. Subsequently, on March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of 1–week and 2– month LIBOR, and immediately after June 30, 2023, in the case of the remaining LIBOR settings. On March 15, 2022, the President of the United States signed into law the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”). This legislation establishes a uniform benchmark replacement process for certain contracts that do not contain clearly defined or practicable fall–back provisions. Under the LIBOR Act, such contracts will automatically transition as a matter of law to a Secured Overnight Financing Rate (“SOFR”) based replacement rate identified by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Federal Reserve. We have loans, borrowings and other financial instruments with attributes that are directly or indirectly dependent on LIBOR and do not provide a replacement rate or include other fall–back provisions that would apply after June 30, 2023. Thus, Horizon has elected to allow the LIBOR under these contracts to automatically convert into the CME Term SOFR after June 30, 2023 pursuant to an in accordance with the LIBOR Act. Use of Non–GAAP Financial Measures Certain information set forth in this report on Form 10–K refers to financial measures determined by methods other than in accordance with GAAP. Specifically, we have included non–GAAP financial measures relating to net income, diluted earnings per share, net interest margin, the allowance for credit losses, tangible stockholders’ equity, tangible book value per share, the return on average assets, the return on average common equity and pre–tax pre–provision net income. In each case, we have identified special circumstances that we consider to be adjustments and have excluded them, in order to show the impact of such events as acquisition–related purchase accounting adjustments, prepayment penalties on borrowings and the Tax Cuts and Jobs Act, among other matters we have identified in our reconciliations. Horizon believes these non–GAAP financial measures are helpful to investors and provide a greater understanding of our business without giving effect to the purchase accounting impacts and other adjustments. These measures are not necessarily comparable to similar measures that may be presented by other companies and should not be considered in isolation or as a substitute for the related GAAP measure. See the following tables for reconciliations of the non–GAAP measures identified in this Form 10–K to their most comparable GAAP measures. 56 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Non–GAAP Reconciliation of Net Income (Dollars in Thousands, Unaudited) Years Ended December 31 2021 2020 2022 Net income as reported Acquisition expenses Tax effect Net income excluding acquisition expenses Credit loss expense on acquired loans Tax effect $ 93,408 $ 87,091 $ 68,499 — — 93,408 — — 1,925 (401) 88,615 2,034 (427) — — 68,499 — — Net income excluding credit loss expense on acquired loans 93,408 90,222 68,499 Gain on sale of ESOP trustee accounts Tax effect Net income excluding gain on sale of ESOP trustee accounts ESOP settlement expenses Tax effect Net income excluding ESOP settlement expenses (Gain) / loss on sale of investment securities Tax effect Net income excluding (gain) / loss on sale of investment securities Death benefit on bank owned life insurance (“BOLI”) Net income excluding death benefit on BOLI Prepayment penalties on borrowings Tax effect Net income excluding prepayment penalties on borrowings — — 93,408 — — (2,329) 489 88,382 1,900 (315) — — 68,499 — — 93,408 89,967 68,499 — — 93,408 (914) (4,297) 192 89,245 902 65,104 (644) (783) (264) 92,764 88,462 — — 125 (26) 64,840 3,804 (799) 92,764 88,561 67,845 Adjusted net income $ 92,764 $ 88,561 $ 67,845 57 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Non–GAAP Reconciliation of Diluted Earnings per Share (Dollars in Thousands, Unaudited) Diluted earnings per share (“EPS”) as reported $ 2.14 $ 1.98 $ 1.55 Years Ended December 31 2021 2020 2022 Acquisition expenses Tax effect Diluted EPS excluding acquisition expenses Credit loss expense on acquired loans Tax effect Diluted EPS excluding credit loss expense on acquired loans Gain on sale of ESOP trustee accounts Tax effect Diluted EPS excluding gain on sale of ESOP trustee accounts ESOP settlement expenses Tax effect Diluted EPS excluding ESOP settlement expenses (Gain) / loss on sale of investment securities Tax effect Diluted EPS excluding (gain) / loss on sale of investment securities Death benefit on bank owned life insurance (“BOLI”) Diluted EPS excluding death benefit on BOLI Prepayment penalties on borrowings Tax effect Diluted EPS excluding prepayment penalties on borrowings — — 2.14 — — 2.14 — — 2.14 — — 2.14 — — 2.14 0.04 — 2.02 0.05 (0.01) 2.06 (0.05) 0.01 2.02 0.04 (0.01) 2.05 (0.02) — 2.03 — — 1.55 — — 1.55 — — 1.55 — — 1.55 (0.10) 0.02 1.47 (0.01) (0.03) (0.01) 2.13 — — 2.13 2.00 — — 2.00 1.46 0.09 (0.02) 1.53 1.53 Adjusted diluted EPS $ 2.13 $ 2.00 $ Non–GAAP Reconciliation of Pre–Tax, Pre–Provision Income (Dollars in Thousands, Unaudited) Years Ended December 31 2021 2020 2022 Pre–tax income Credit loss expense Pre–tax, pre–provision income Pre–tax, pre–provision income Acquisition expenses Gain on sale of ESOP trustee accounts ESOP settlement expenses (Gain) / loss on sale of investment securities Death benefit on bank owned life insurance Prepayment penalties on borrowings Adjusted pre–tax, pre–provision income $ 105,584 $ 102,447 $ 78,369 (1,816) (2,084) $ 103,768 $ 100,363 $ 20,751 99,120 $ 103,768 $ 100,363 $ 99,120 — — — — (644) — 1,925 (2,329) 1,900 (914) (783) 125 — — — (4,297) (264) 3,804 $ 103,124 $ 100,287 $ 98,363 58 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Non–GAAP Reconciliation of Net Interest Margin (Dollars in Thousands, Unaudited) Years Ended December 31 2021 2020 2022 Net interest income as reported Average interest earning assets $ 199,518 $ 175,805 $ 165,530 6,977,407 6,035,161 5,133,550 Net interest income as a percentage of average interest earning assets (“Net Interest Margin”) 2.98 % 3.03 % 3.33 % Net interest income as reported Acquisition–related purchase accounting adjustments (“PAUs”) Prepayment penalties on borrowings Adjusted net interest income Adjusted net interest margin $ 199,518 $ 175,805 $ 165,530 (3,476) (4,503) — 125 (6,936) 3,804 $ 196,042 $ 171,427 $ 162,398 2.93 % 2.96 % 3.27 % Non–GAAP Reconciliation of Return on Average Assets (Dollars in Thousands, Unaudited) Years Ended December 31 2021 2020 2022 Average assets Return on average assets (“ROAA”) as reported Acquisition expenses Tax effect ROAA excluding acquisition expenses Credit loss expense on acquired loans Tax effect ROAA excluding credit loss expense on acquired loans Gain on sale of ESOP trustee accounts Tax effect ROAA excluding gain on sale of ESOP trustee accounts ESOP settlement expenses Tax effect ROAA excluding ESOP settlement expenses (Gain) / loss on sale of investment securities Tax effect ROAA excluding (gain) / loss on sale of investment securities Death benefit on bank owned life insurance ROAA excluding death benefit on bank owned life insurance Prepayment penalties on borrowings Tax effect ROAA excluding prepayment penalties on borrowings Adjusted ROAA $ 7,533,915 $ 6,514,251 $ 5,628,783 1.24 % — % — % 1.24 % — % — % 1.24 % — % — % 1.24 % — % — % 1.24 % — % — % 1.24 % (0.01) % 1.23 % — % — % 1.23 % 1.23 % 1.34 % 0.03 % (0.01) % 1.36 % 0.03 % (0.01) % 1.38 % (0.04) % 0.01 % 1.35 % 0.03 % — % 1.38 % (0.01) % — % 1.37 % (0.01) % 1.36 % — % — % 1.36 % 1.36 % 1.22 % — % — % 1.22 % — % — % 1.22 % — % — % 1.22 % — % — % 1.22 % (0.08) % 0.02 % 1.16 % — % 1.16 % 0.07 % (0.01) % 1.22 % 1.22 % 59 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Non–GAAP Reconciliation of Return on Average Common Equity (Dollars in Thousands, Unaudited) Years Ended December 31 2021 2020 2022 Average common equity Return on average common equity (“ROACE”) as reported Acquisition expenses Tax effect ROACE excluding acquisition expenses Credit loss expense on acquired loans Tax effect ROACE excluding credit loss expense on acquired loans Gain on sale of ESOP trustee accounts Tax effect ROACE excluding gain on sale of ESOP trustee accounts ESOP settlement expenses Tax effect ROACE excluding ESOP settlement expenses (Gain) / loss on sale of investment securities Tax effect ROACE excluding (gain) / loss on sale of investment securities Death benefit on bank owned life insurance ROACE excluding death benefit on bank owned life insurance Prepayment penalties on borrowings Tax effect ROACE excluding prepayment penalties on borrowings Adjusted ROACE $ 683,630 $ 712,122 $ 665,466 13.66 % — % — % 13.66 % — % — % 13.66 % — % — % 13.66 % — % — % 13.66 % — % — % 13.66 % (0.09) % 13.57 % — % — % 13.57 % 13.57 % 12.23 % 0.27 % (0.06) % 12.44 % 0.29 % (0.06) % 12.67 % (0.33) % 0.07 % 12.41 % 0.27 % (0.04) % 12.64 % (0.13) % 0.03 % 12.54 % (0.11) % 12.43 % 0.02 % — % 12.45 % 12.45 % 10.29 % — % — % 10.29 % — % — % 10.29 % — % — % 10.29 % — % — % 10.29 % (0.65) % 0.14 % 9.78 % (0.04) % 9.74 % 0.57 % (0.12) % 10.19 % 10.19 % Non–GAAP Reconciliation of Tangible Stockholders’ Equity and Tangible Book Value per Share (Dollars in Thousands Except per Share Data, Unaudited) Total stockholders’ equity Less: Intangible assets December 31, September 30, June 30, March 31, December 31, 2022 2022 2022 2022 2021 $ 677,375 $ 644,993 $ 657,865 $ 677,450 $ 723,209 172,450 173,375 173,662 174,588 175,513 Total tangible stockholders’ equity $ 504,925 $ 471,618 $ 484,203 $ 502,862 $ 547,696 Common shares outstanding 43,574,151 43,574,151 43,572,796 43,572,796 43,547,942 Book value per common share Tangible book value per common share $ $ 15.55 $ 11.59 $ 14.80 $ 10.82 $ 15.10 $ 11.11 $ 15.55 $ 11.54 $ 16.61 12.58 60 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Non–GAAP Calculation and Reconciliation of Efficiency Ratio and Adjusted Efficiency Ratio (Dollars in Thousands, Unaudited) Non–interest expense as reported Net interest income as reported Non–interest income as reported Years Ended December 31 2022 2021 2020 $ 143,201 $ 133,394 $ 126,031 199,518 175,805 165,530 $ 47,451 $ 57,952 $ 59,621 Non–interest expense / (Net interest income + Non–interest income) (“Efficiency Ratio”) 57.98 % 57.07 % 55.98 % Non–interest expense as reported Acquisition expenses ESOP settlement expenses Non–interest expense excluding acquisition expenses and ESOP settlement expenses Net interest income as reported Prepayment penalties on borrowings Net interest income excluding prepayment penalties on borrowings Non–interest income as reported Gain on sale of ESOP trustee accounts (Gain) / loss on sale of investment securities Death benefit on bank owned life insurance Non–interest income excluding gain on sale of ESOP trustee accounts, (gain) / loss on sale of investment securities and death benefit on bank owned life insurance $ 143,201 $ 133,394 $ 126,031 — — 143,201 199,518 — 199,518 47,451 — — (644) (1,925) (1,900) 129,569 175,805 125 175,930 57,952 (2,329) (914) (783) — — 126,031 165,530 3,804 169,334 59,621 — (4,297) (264) $ 46,807 $ 53,926 $ 55,060 Adjusted efficiency ratio 58.13 % 56.37 % 56.17 % 61 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Liquidity and Rate Sensitivity Management Management and the Board of Directors meet regularly to review both the liquidity and rate sensitivity position of Horizon. Effective asset and liability management ensures Horizon’s ability to monitor the cash flow requirements of depositors along with the demands of borrowers and to measure and manage interest rate risk. Horizon utilizes an interest rate risk assessment model designed to highlight sources of existing interest rate risk and consider the effect of these risks on strategic planning. Management maintains (within certain parameters) an essentially balanced ratio of interest sensitive assets to liabilities in order to protect against the effects of wide interest rate fluctuations. Liquidity The Bank maintains a stable base of core deposits provided by long standing relationships with consumers and local businesses. These deposits are the principal source of liquidity for Horizon. Other sources of liquidity for Horizon include earnings, loan repayments, investment security sales, cashflows and maturities, sale of real estate loans and borrowing relationships with correspondent banks, including the FHLB and the Federal Reserve Bank (“FRB”). At December 31, 2022, Horizon had available approximately $672.0 million in available credit from various money center banks, including the FHLB and the FRB Discount Window. The following factors could impact Horizon’s funding needs in the future: ◦ ◦ ◦ ◦ ◦ ◦ ◦ Horizon had outstanding borrowings of approximately $575.4 million with the FHLB and total borrowing capacity with the FHLB of $816.5 million. Generally, the loan terms from the FHLB are better than the terms Horizon can receive from other sources, making it less expensive to borrow money from the FHLB. Financial difficulties at the FHLB could reduce or eliminate Horizon’s additional borrowing capacity with the FHLB or the FHLB could change collateral requirements, which could lower the Company’s borrowing availability. If residential mortgage loan rates remain low, Horizon’s mortgage warehouse loans could create an additional need for funding. Horizon had a total of $45.0 million of unused Federal Fund lines from various money center banks. These are uncommitted lines and could be withdrawn at any time by the correspondent banks. Horizon had a total of $385.9 million of available collateral at the FRB secured by municipal securities. These securities may mature, call, or be sold, which would reduce the available collateral. Horizon had approximately $1.9 billion of unpledged investment securities at December 31, 2022. A downgrade in Horizon’s ability to obtain credit due to factors such as deterioration in asset quality, a large charge to earnings, a decline in profitability or other financial measures, or a significant merger or acquisition could impact the availability of funding sources. An act of terrorism or war, natural disasters, political events, or the default or bankruptcy of a major corporation, mutual fund, hedge fund or a government agency could affect the cost and availability of funding sources. ◦ Market speculation or rumors about Horizon or the banking industry in general may adversely affect the cost and availability of normal funding sources. If any of these events occur, they could force Horizon to borrow money from other sources including negotiable certificates of deposit. Such other monies may only be available at higher interest rates and on less advantageous terms, which will impact our net income and could impact our ability to grow. Management believes Horizon has adequate funding sources to meet short and long term needs. Horizon maintains a liquidity contingency plan that outlines the process for addressing a liquidity crisis. The plan provides for an evaluation of funding sources under various market conditions. It also assigns specific roles and responsibilities for effectively managing liquidity through a problem period. 62 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) During 2022, cash flows were generated primarily from the proceeds from borrowings totaling $675.0 million, the sales, maturities, and prepayments of investment securities of $142.1 million and an increase in deposits of $54.8 million. Cash flows were primarily used to purchase investments totaling $610.7 million, an increase in net loans of $448.3 million and the repayment of borrowings totaling $755.6 million. The net cash and cash equivalent position decreased by $470.0 million during 2022. At December 31, 2022, the Bank had $1.5 billion in commitments to extend credit outstanding, excluding interest rate lock commitments for residential mortgage loans intended for sale in the secondary market that meet the definition of a derivative. Time deposits due within one year of December 31, 2022 totaled $697.6 million, or 70.0% of time deposits. We believe the large percentage of time deposits that mature within one year reflects customers' hesitancy to invest their funds for long periods due to the recent low interest rate environment and local competitive pressure. The balance also includes $18.6 million in brokered time deposits at December 31, 2022. If these maturing time deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the time deposits due on or before December 31, 2023. We believe, however, based on past experience that a significant portion of our time deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Interest Rate Sensitivity The degree by which net interest income may fluctuate due to changes in interest rates is monitored by Horizon using computer simulation models, incorporating not only the current GAP position but the effect of expected repricing of specific financial assets and liabilities. When repricing opportunities are not properly aligned, net interest income may be affected when interest rates change. Forecasting results of the possible outcomes determines the exposure to interest rate risk inherent in Horizon’s balance sheet. The goal is to manage imbalanced positions that arise when the total amount of assets that reprice or mature in a given time period differs significantly from liabilities that reprice or mature in the same time period. The theory behind managing the difference between repricing assets and liabilities is to have more assets repricing in a rising rate environment and more liabilities repricing in a declining rate environment. Based on a model that assumes a lag in repricing, at December 31, 2022, the amount of assets that reprice within one year was 95% of liabilities that reprice within one year. At December 31, 2021, this same model reported that the amount of assets that reprice within one year was approximately 257% of the amount of liabilities that reprice within the same time period. During the year 2022, the decrease in the yield of interest–earning assets outpaced the decrease in the cost of funding resulting in a decrease in net interest margin. 63 HORIZON BANCORP, INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations (Table dollars in thousands except per share data) Loans Federal funds sold Interest earning balances with banks Investment securities and FHLB stock Other assets Total assets 3 Months or Less > 3 Months & 6 Months &

Continue reading text version or see original annual report in PDF format above