HORIZON BANCORP INC /IN/ 8-K

What Happened
Horizon Bancorp, Inc. (HBNC) filed an 8‑K reporting two board changes and a reduction in board size. On January 20, 2026, James B. Dworkin notified the company he will retire at the end of his current term and will not stand for re‑election at the 2026 annual meeting. On the same day Julie S. Freigang resigned from the Board effective January 20, 2026. The notices state neither departure resulted from any disagreement with the company or management.

Key Details

• James B. Dworkin will retire at the end of his current term and will not seek re‑election at the Company’s 2026 annual meeting; he served as Chairman of the Wealth Management Committee and was a member of the Audit Committee.
• Julie S. Freigang resigned effective January 20, 2026; she served as Chairwoman of the Operations & Cyber Security Committee and was a member of the Audit Committee.
• The Board decreased its size from 13 to 12 members on January 20, 2026 by removing one slot from the Class of 2027, and will further reduce from 12 to 11 members effective upon conclusion of the annual meeting on May 7, 2026.
• The filing (Form 8‑K dated January 26, 2026) states the Board thanked both directors for their service and confirmed no disagreements with management prompted the departures.

Why It Matters
Director retirements and a board size reduction affect corporate governance and committee leadership. Investors should note vacancies in committee chairs (Wealth Management; Operations & Cyber Security) and the scheduled reduction in board size ahead of the May 7, 2026 annual meeting. These changes could lead to reassignments or new director nominations at the annual meeting; the filing contains no indication of operational or financial impacts and expressly reports no disagreements with management.