哈里逊合众银行美股招股说明书(2025-12-05版)

UP TO $100,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF7.00% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2035 FOR ANY AND ALL OUTSTANDING UNREGISTERED7.00% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2035 The exchange offer will expire at 5:00 p.m. Eastern time on January 12, 2026, unless extended Horizon Bancorp, Inc. (“Horizon” or the “Company”) is offering to exchange 7.00% Fixed-to-Floating Rate SubordinatedNotes due 2035 that have been registered under the Securities Act of 1933, as amended (“Securities Act”), which we refer to in thisprospectus as the “New Notes,” for any and all of our outstanding unregistered 7.00% Fixed-to-Floating Rate Subordinated Notes due2035 that we issued in a private placement on August 29, 2025, which we refer to in this prospectus as the “Old Notes.” Horizon is Horizon will not receive any cash proceeds from the exchange offer. The issuance of the New Notes in exchange for the OldNotes will not result in any increase in our outstanding indebtedness. Old Notes that are not exchanged for New Notes in the exchange Upon expiration of the exchange offer, Horizon will exchange Old Notes that have been validly tendered and not validlywithdrawn prior to such expiration for an equal principal amount of New Notes. The terms of the New Notes are identical in allmaterial respects to the terms of the Old Notes, except that: (1) the New Notes will be registered with the Securities and ExchangeCommission (“SEC”) under the Securities Act and, as a result, will not bear any legend restricting their transfer; (2) the New Noteswill bear a different CUSIP number and ISIN number from the Old Notes; (3) the New Notes will not generally be subject to transferrestrictions; (4) holders of the New Notes will not be entitled to registration rights under the registration rights agreement that we The New Notes are a new issue of securities with no established trading market, and we do not expect any public market todevelop in the future for the New Notes. The Old Notes are not listed on any national securities exchange or quotation system, and we Except as otherwise provided in this prospectus, you may validly withdraw your tender of Old Notes at any time prior to 5:00p.m. Eastern Time on January 12, 2026, the expiration date of the exchange offer. Any broker-dealer that holds Old Notes acquired for its own account as a result of market-making activities or other tradingactivities and that receives New Notes for its own account pursuant to the exchange offer may be a statutory underwriter and mustacknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such NewNotes. A broker-dealer that acquired Old Notes because of market-making or other trading activities may use this prospectus, as Investing in our securities involves certain risks. See “Risk Factors” beginning on page 13, as well as the risk factorscontained in our Annual Report on Form 10-K for the year ended December 31, 2024, and in the other reports filed by us with Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities are not savings TABLE OF CONTENTS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYHorizon bancorp, inc.Summary of the Exchange Offer Events of Default; Right of Acceleration; Failure to Pay Principal or Interest No Personal Liability of Shareholders, Employees, Officers, Directors or Exchange Agent ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-4 (the “registration statement”) that we have filed with theSEC under the Securities Act. This prospectus does not contain all the information set forth in the registration statement, certain parts We are providing this prospectus to holders of Old Notes in connection with our offer to exchange Old Notes for New Notes(the “exchange offer”). We are not making the exchange offer to, nor will we accept tenders for exchange from, holders of Old Notesin any jurisdiction in which the exchange offer or the acceptance of the exchange offer would not be in compliance with the securities You should rely only on the information contained or incorporated by reference into this prospectus and in the accompanyingletter of transmittal filed by us with the SEC. We have not authorized any other person to provide you with any other informationregarding the exchange offer. If anyone provides you with information that is different or inconsistent, you should not rely on it. Youshould not assume that any information contained in or incorporated by reference into this prospectus is accurate as of any date other You should not consider any information in this prospectus to be investment, legal or tax