Form 4: HBNC CEO Sells Shares for Tax Obligations

Horizon Bancorp CEO Thomas M. Prame disposed of 4,182 shares of common stock to cover tax withholding obligations at a price of $15.95 per share.

Summary

• Thomas M. Prame, Chief Executive Officer of Horizon Bancorp Inc. (HBNC), reported a transaction involving the company's common stock.
• On August 15, 2025, Mr. Prame disposed of 4,182 shares of HBNC common stock.
• The shares were disposed of at a price of $15.95 per share.
• This transaction was a disposition to the issuer to satisfy tax withholding obligations, indicated by Transaction Code 'F'.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, signifying it was a pre-planned sale.
• Following this reported transaction, Mr. Prame directly beneficially owns 46,487 shares of HBNC common stock.

Sentiment

Score: 7

Explanation: The transaction is a non-discretionary disposition of shares by the CEO to cover tax withholding obligations, which is a routine event for equity compensation. The fact that it was executed under a Rule 10b5-1 plan further indicates it was pre-planned and not a reaction to new information, thus having a neutral to slightly positive sentiment as it removes uncertainty of a discretionary sale.

Positives

• The transaction was pre-planned under a Rule 10b5-1(c) plan, indicating a structured and non-discretionary approach to equity management.
• The disposition was specifically for tax withholding obligations, not a discretionary sale by the CEO, which is a routine event for equity compensation.

Negatives

• A reduction in the CEO's direct beneficial ownership of common stock, although for a specific, non-discretionary reason.

Risks

• NA

Future Outlook

NA

Management Comments

• NA

Industry Context

This transaction is a routine insider filing for a financial institution's CEO, common for equity compensation plans where shares are withheld to cover tax obligations upon vesting or exercise. It does not inherently reflect broader industry trends but is a standard operational aspect of executive compensation.

Comparison to Industry Standards

• The disposition of shares to cover tax withholding obligations is a common and standard practice for executives receiving equity compensation across all industries, including the financial sector. This mechanism is widely used to manage tax liabilities arising from vested stock awards and is consistent with typical corporate compensation structures.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• The disposition of shares was to the issuer (Horizon Bancorp Inc.) to satisfy tax withholding obligations, which is a common practice for equity compensation and considered a routine transaction between an executive and the company.

Stakeholder Impact

• Shareholders: A minor reduction in direct beneficial ownership by the CEO, but the non-discretionary nature for tax purposes mitigates concerns about management confidence or future outlook.

Next Steps

• NA

Key Dates

Keywords

Horizon Bancorp, HBNC, Thomas M. Prame, CEO, Insider Transaction, Form 4, Stock Sale, Tax Withholding, 10b5-1 Plan