What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-03-03 · 362 added, 293 removed, 1668 unchanged (28% of the section changed)

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of German American Bancorp, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework:

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates

Allowance for Credit Losses on Loans

As discussed in Notes 1 and 5, the allowance for credit losses (the “ACL”) is an accounting estimate of expected credit losses over the estimated life of financial assets carried at amortized cost in accordance with Accounting Standards Update (the “ASU”) 2016-13, Financial Instruments —Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments .

The standard requires the Company’s loan portfolio, measured at amortized cost, to be presented at the net amount expected to be collected.

The Company utilizes the static pool methodology for determining the allowance for credit losses.

The static pool methodology tracks loan pools by segment over a period of time to calculate a loss rate.

Estimates of expected credit losses for loans are based on historical experience, current conditions and reasonable and supportable forecasts over the estimated life of the loans.

In order to estimate the expected credit losses, the Company utilizes a loss estimation model.

Loss rates are then qualitatively adjusted for current conditions and reasonable and supportable forecast.

Commercial and agricultural loans graded special mention and substandard are also adjusted based on a migration analysis technique.

Auditing the Allowance for Credit Losses on Loans was identified by us as a critical audit matter because of the extent of auditor judgment applied and significant audit effort to evaluate the significant subjective and complex judgments made by management.

The principal considerations resulting in our determination included the following:

• Significant auditor judgment and effort were used in evaluating the qualitative factors used in the calculation.

• Significant audit effort to test the completeness and accuracy of data used in the migration analysis calculation, including accuracy of loan risk rating, and its application to the commercial and agricultural loan segments.

Allowance for Credit Losses on Loans - Weighting of Economic Forecasting Scenarios

As discussed in Notes 1 and 5 the allowance for credit losses (the “ACL”) is an accounting estimate of expected credit losses over the estimated life of loans.

The Company’s loan portfolio, measured at amortized cost, is presented at the net amount expected to be collected.

Estimates of expected credit losses on loans are based on historical experience, current conditions and reasonable and supportable forecasts over the life of the loans.

The Company measures expected credit losses based on pooled loans when similar risk characteristics exist primarily utilizing a discounted cash flow (“DCF”) model.

The discounted cash flow approach used by the Company utilizes loan-level cash flow projections, pool-level assumptions, multiple economic scenarios from Moody’s, historical and peer group losses and qualitative assumptions.

The Company evaluates multiple economic scenarios that are designed to capture a range of supportable macroeconomic conditions, taking into consideration the forecasted direction of the economic and business environment and its likely impact on the estimated allowance as compared to the historical losses over the reasonable and supportable time frame.

The Company determines the weighting of each scenario based upon historical trends and economic, monetary, and fiscal conditions within the Company’s footprint that could impact future credit losses.

The Company then adjusts results for certain qualitative factors to reflect the extent to which management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated.

The auditing of the weighting of the economic forecasting scenarios assessed by management in the calculation of the ACL was identified by us as a critical audit matter because of the significant subjective and complex judgments made by management to determine the weighting, which led to significant auditor judgment and a high degree of auditor subjectivity and audit effort in evaluating management’s chosen weightings.

The primary procedures performed to address this critical audit matter included:

• Testing the effectiveness of controls over the Company’s preparation and review of the allowance for credit loss calculation, including relevance and reliability of data used as the basis for adjustments related to the qualitative factors, management’s judgments and significant assumptions in the development and reasonableness of qualitative factors, and mathematical accuracy and appropriateness of the application of qualitative factors;

• Testing the effectiveness of management’s controls addressing:

o Evaluation of the appropriateness of the key judgments used in the determination of the

weightings of the economic scenarios used in the quantitative calculation.

Report of Independent Registered Public Accounting Firm

• Testing the effectiveness of controls over the Company’s loan risk rating process;

• Substantively testing management’s process for developing the qualitative factors including assessing relevance and reliability of data used to develop factors, evaluating their judgments and significant assumptions for reasonableness, and testing mathematical accuracy and appropriateness of the application of qualitative factors;

• Substantively testing the accuracy of both the loan risk ratings as well as testing the accuracy of the transition matrix.

o Evaluation of the relevance and reliability of data used in the determination of the weightings

of the economic scenarios used in the quantitative calculation.

• Substantive testing included:

o Evaluating management’s methodology, judgments and the relevance and reliability of data used in the

determination of the weighting of the economic scenarios used in the quantitative calculation.

We have served as the Company’s auditor since 1977.

Indianapolis, Indiana

March 3, 2025

February 26, 2026

Consolidated Balance Sheets

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See accompanying notes to the consolidated financial statements.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Dollars in thousands

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Net of Tax 55,530 ( 3,404 ) 46,378

Postretirement Benefit Obligation:

Net (Loss) Arising During the Period — — —

Reclassification Adjustment for Amortization of Prior Service Cost and Net — — 54

Tax Effect — — —

Net of Tax — — 54

Total Other Comprehensive Income (Loss) 55,530 ( 3,404 ) 46,378

COMPREHENSIVE INCOME (LOSS) $ 80,407 $ 132,266 $ ( 197,097 )

COMPREHENSIVE INCOME $ 168,165 $ 80,407 $ 132,266

See accompanying notes to the consolidated financial statements.

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Issuance of Common Stock for:

Acquisition of Citizens Union Bancorp 2,870,975 2,871 108,852 111,723

Restricted Share Grants 91,516 92 2,240 2,332

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Issuance of Common Stock for:

Acquisition of Heartland BancCorp 7,742,723 7,743 311,754 319,497

Restricted Share Grants 75,863 76 2,798 2,874

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Loss (Gain) on Disposition and Donation of Premises and Equipment ( 36 ) 11 ( 547 )

Gain on Debt Extinguishment ( 692 ) — —

Loss (Gain) on Disposition of Land ( 45 ) — ( 83 )

Post Retirement Medical Benefit — — 54

Increase in Cash Surrender Value of Company Owned Life Insurance ( 2,215 ) ( 870 ) ( 1,842 )

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CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from Maturity of Other Short-term Investments — — 495

Proceeds from Maturities, Calls and Redemptions of Securities Available-for-Sale 565,795 356,471 287,084

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Proceeds from Sale of Land and Building 75 — 3,627

Proceeds from Life Insurance — — 773

Proceeds from Sale of German American Insurance Assets — 40,000 —

Acquisition of Citizens Union Bancorp of Shelbyville, Inc.

Acquisition of Heartland Bancorp 22,665 — —

Net Cash from Investing Activities ( 60,271 ) ( 82,400 ) 27,255

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Description of Business and Basis of Presentation

The operations of German American Bancorp, Inc.

(the “Company”) are primarily comprised of three business segments:

core banking, trust and investment advisory services, and insurance operations.

For the year ended December 31, 2025 and the last 7 months of 2024, the operations of German American Bancorp, Inc.

(the “Company”) were primarily comprised of two business segments:

core banking, and wealth management services.

Prior to June 1, 2024, the operations of the Company included three primary segments:

core banking, wealth management services and insurance operations.

The accounting and reporting policies of the Company and its subsidiaries conform to U.S.

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Net unrealized gains or losses are recorded through earnings.

Mortgage loans held for sale are generally sold on a servicing released basis.

Certain mortgage loans held for sale are sold on a servicing released basis while others are sold on a servicing retained basis.

Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.

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An allowance for credit losses on loans is determined using the same methodology as other loans held for investment.

The initial allowance for credit losses on loans determined on a collective basis

is allocated to individual loans.

The initial allowance for credit losses on loans determined on a collective basis is allocated to individual loans.

The sum of the loan’s purchase price and allowance for credit losses on loans becomes its initial amortized cost basis.

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Subsequent changes to the allowance for credit losses on loans are recorded through provision expense.

Allowance for Credit Losses - Loans

The allowance for credit losses is a valuation account that is deducted from the loans ’ amortized cost basis to present the net amount expected to be collected on the loans.

Loans are charged off against the allowance when management believes the

Notes to the Consolidated Financial Statements

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NOTE 1 – Summary of Significant Accounting Policies (continued)

uncollectibility of a loan balance is confirmed.

Allowance for Credit Losses - Loans

The allowance for credit losses (ACL) is a valuation account that is deducted from the amortized cost of loans receivable to present the net amount expected to be collected on the loans.

Loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed, and subsequent recoveries, if any, are credited to the ACL.

Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company utilizes the static pool methodology in determining expected future credit losses.

Static pool analysis includes segmenting and tracking loans over a period of time based on similar risk characteristics such as loan structure, collateral type, industry of borrower and concentrations, contractual terms and credit risk indicators.

Static pool calculates a loss rate on a closed pool of loans that existed on a specified start date based upon the remaining life of each segment.

The Company’s expected loss estimate is anchored in historical credit loss experience, with an emphasis on all available portfolio data.

The Company’s historical look-back period includes January 2014 through the current period, on a monthly basis.

The Company estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

Historical loss experience provides the basis for the estimation of expected credit losses.

Adjustments to historical loss information are made for changes in underwriting standards, portfolio mix, delinquency level, changes in environmental conditions, unemployment rates, risk classifications and collateral values.

The Company separately assigns allocations for substandard and special mention commercial and agricultural credits as well as other categories of loans based on migration analysis techniques.

The migration analysis factors are calculated using a transition matrix to determine the likelihood of a customer ’ s asset quality rating migrating from its current rating to any other rating.

The allowance for credit losses is measured on a collective (pooled) basis when similar risk characteristics exist.

The Company has identified the following portfolio segments and identified the risk characteristics of each portfolio listed below:

The Company records the changes in the allowance on loans through earnings as a “Provision for Credit Losses” in the Consolidated Statements of Income.

At March 31, 2025, the Company changed its method for estimating the allowance for credit losses to the discounted cash flow model on a prospective basis for all loan segments except for the credit card loan segment.

Prior to March 31, 2025, the Company utilized the static pool methodology in determining future credit losses.

While both methodologies permit the Company to develop reasonable and supportable forecasts, by utilizing the discounted cash flow method, the Company has the ability to better evaluate multiple economic scenarios by capturing macroeconomic conditions within the model assumptions and calculations.

This change in methodology had an insignificant impact on the allowance in 2025.

Management’s judgment in determining the level of the allowance is based on evaluations of historical loan losses, current conditions and reasonable and supportable forecasts relevant to the collectability of loans.

The methodology for estimating the amount reported in the ACL is the sum of two main components, an allowance assessed on a collective basis for pools of loans that share similar risk characteristics and an allowance assessed on individual loans that do not share similar risk characteristics with other loans.

Loans that do not share risk characteristics are evaluated on an individual basis.

Loans evaluated individually are also not included in the collective evaluation.

When the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date adjusted for selling costs.

Loans that share common risk characteristics are evaluated collectively and the Company employs a methodology to estimate the allowance for these loans that evaluates both quantitative and qualitative factors.

To evaluate quantitative factors for loans on a collective basis, the Company pools loans into portfolio segments that share similar risk characteristics.

Pooled loan portfolio segments include commercial industrial loans, commercial real estate, agricultural loans, leases, home equity loans, consumer loans, credit cards and residential mortgage loans which are described in more detail below.

For pooled loans, the Company utilizes a discounted cash flow (DCF) model to estimate the credit losses over the expected life of the loan.

The discounted cash flow approach estimates cash flows considering principal and interest in accordance with the contractual term of the loan and estimated prepayments.

Contractual cash flows are based on the amortized cost and are adjusted for balances guaranteed by governmental entities.

Estimated cash flows also reflect calculated probabilities of default, loss given default rates, and prepayment and curtailment estimates, as well as qualitative factors.

The probability of default estimates are generated using a regression model that estimates the likelihood of a loan being charged-off during its life.

The regression model uses combinations of variables to assess historical loss correlations to economic factors and these variables become model forecast inputs for economic factors that are updated in the model each period.

The Company utilizes and evaluates multiple economic scenarios from Moody’s that are designed to capture a range of supportable macroeconomic conditions, taking into consideration the forecasted direction of the economic and business environment and its likely impact on the estimated allowance as compared to the historical losses over the reasonable and supportable time frame.

Economic forecasts for the current period are uploaded to the model, which targets certain forecasted macroeconomic factors, such as unemployment rate, value of construction, agriculture prices, housing price index, vacancy rates, debt service burden, and certain rate and market indices.

To calculate the adequacy of the allowance, the Company weights differing scenarios, including a baseline scenario as well as two alternative scenarios.

Quantitative loss factors are also supplemented by certain qualitative risk factors reflecting management's view of how losses may vary from those represented by quantitative loss rates.

The qualitative risk factors management considers include:

changes in nature and volume of loan portfolio, concentrations of loans to specific industries, the volume and severity of delinquencies and adversely classified loan balances, and a number of other economic indicators.

Management reviews the need for an appropriate level of qualitative adjustments on a quarterly basis, and as such, the amount and allocation of qualitative adjustments may change from period to period.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 1 – Summary of Significant Accounting Policies (continued)

As mentioned above, the allowance for credit losses is measured on a collective (pooled) basis when similar risk characteristics exist.

The Company has identified the following loan portfolio segments as well as the risk characteristics of each portfolio listed below:

Commercial and Industrial Loans - The principal risk of commercial and industrial loans is that these loans are primarily based on the identified cash flow of the borrower and secondarily on the collateral underlying the loans.

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Repayment may also be impacted by changes in residential property values.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 1 – Summary of Significant Accounting Policies (continued)

Loans that do not share risk characteristics are evaluated on an individual basis.

Loans evaluated individually are also not included in the collective evaluation.

Modifications to Borrowers Experiencing Financial Difficulty

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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 allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 1 – Summary of Significant Accounting Policies (continued)

Any impairment that has not been recorded through an allowance for credit losses is recorded in other comprehensive income.

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Expected utilization rates are compared to the current funded portion of the total commitment amount as a practical expedient for funded exposure at default.

Mortgage Servicing Rights

When the Company sells mortgage loans with servicing retained, mortgage servicing rights (MSRs) are initially recorded at fair value with the income statement effect recorded through Net Gains on Sales of Loans.

Capitalized MSRs are amortized over the period of estimated future servicing income of the underlying loan and are included in Other Operating Expense.

MSRs are assessed for impairment quarterly, based on fair value compared to carrying amount, with any impairment recognized through a valuation allowance to the extent that the fair value is less than the carrying amount.

If the Company later determines that all or a portion of the impairment no longer exists, a reduction of the allowance may be recorded as an increase to income.

Changes in the valuation allowance are reported within Other Operating Expense on the Income Statement.

The fair value of MSRs is determined by discounting estimated future cash flows from the servicing assets, using market discount rates and expected future prepayment rates.

Impairment is determined by stratifying the MSRs into groupings based on predominant risk characteristics, such as loan type, term and interest rate as well as time period originated.

Servicing fee income is recorded for fees earned for servicing loans.

Fees earned for servicing loans are based on a contractual percentage of the outstanding principal amount of the loan and are recorded as income when earned.

Federal Home Loan Bank (FHLB) Stock

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Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis.

Physical possession of commercial/residential real estate property collateralizing a commercial/consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through the completion of a deed in lieu of foreclosure or through a similar legal

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 1 – Summary of Significant Accounting Policies (continued)

If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense.

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The Company has selected December 31 as the date to perform the annual impairment test.

Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values.

Intangible assets with definite useful lives are

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 1 – Summary of Significant Accounting Policies (continued)

amortized over their estimated useful lives to their estimated residual values.

Goodwill is the only intangible asset with an indefinite life on the Company’s balance sheet.

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Such financial instruments are recorded when they are funded.

Mortgage Banking Derivatives

Commitments to fund mortgage loans (interest rate locks) to be sold in the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as non-designated derivatives.

The fair value of the interest rate lock is recorded at the time the commitment to fund the mortgage loan is executed and is adjusted for the expected exercise of the commitment before the loan is funded.

It is the Company’s practice to enter into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into in order to economically hedge the change in interest rates resulting from its commitments to fund the loans.

The fair value of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked.

Changes in the fair value of these derivatives are included in net gains on sales of loans.

Restrictions on Cash

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A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that

Notes to the Consolidated Financial Statements

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NOTE 1 – Summary of Significant Accounting Policies (continued)

is greater than 50% likely of being realized on examination.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.

For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

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Recently Adopted Accounting Guidance

On March 31, 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures” which eliminates the troubled debt restructuring recognition and measurement guidance and instead requires an entity to evaluate whether the modification represents a new loan or a continuation of an existing loan.

The amendments also enhance existing disclosures and include new disclosure requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.

To improve consistency for vintage disclosures, the ASU requires that public business entities disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20.

For entities that have adopted ASU 2016-13, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

For entities that have not adopted ASU 2016-13, the effective dates for the amendments are the same as the effective dates in ASU 2016-13.

Early adoption is permitted if ASU 2016-13 has been adopted, including adoption in an interim period.

If an entity elects to adopt the amendments in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period.

The Company adopted the new guidance prospectively with no material impact to the consolidated financial statements.

The SEC’s Staff Accounting Bulletin No.

121 (“SAB 121”) provides interpretive guidance regarding the accounting for obligations to safeguard crypto-assets an entity holds for its customers, either directly or through an agent or another third party acting on its behalf.

SAB 121 requires an entity to recognize a liability on its balance sheet to reflect the obligation to safeguard the crypto-assets of others, along with a corresponding safeguarding asset, both of which are measured at fair value.

The Company has completed an evaluation and concluded that it does not have a safeguarding obligation under SAB 121 and therefore the disclosures do not apply.

On March 29, 2023, the FASB issued ASU 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method” to expand use of the proportional amortization method of accounting to equity investments in tax credit programs beyond those in low-income-housing tax credit (LIHTC) programs.

The amendments in this update permit reporting entities to account for certain tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met.

This guidance provides clarifications to address interpretive issues and

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 1 – Summary of Significant Accounting Policies (continued)

prescribes specific information that reporting entities must disclose about tax credit investments each period.

The Company adopted this standard and there was no impact on the Company’s financial statements or disclosures.

In March 2025, the FASB issued ASU 2025-02, “Liabilities (Topic 405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

122” to rescind the previously-issued interpretative guidance included within Staff Accounting Bulletin (“SAB”) No.

121 with respect to accounting for obligations to safeguard crypto assets that an entity holds for its customers.

SAB 122 directs an entity to apply ASC 450-20, Loss Contingencies, to determine whether there is a liability related to risk of loss from such an obligation to safeguard crypto assets for its customers.

This guidance is effective for annual periods beginning after December 15, 2024, including interim periods within those fiscal years.

While the Company adopted this standard, it did not have an effect on the Company’s financial statements as the Company’s current operations do not include such safeguarding activities.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

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See Note 18 for additional information.

Issued But Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

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This guidance is effective for annual periods beginning after December 15, 2024 and will be applied on a prospective basis with the option to apply retrospectively.

The Company is reviewing this guidance but doesn’t expect it to have a material impact on the Company’s tax disclosures.

The Company retrospectively adopted this standard and updated the income tax footnote.

See Note 11 for additional information.

Issued But Not Yet Effective

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” This guidance requires public companies to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period.

Specifically, public companies will be required to disclose in tabular format the amounts of (a) purchases of inventory;

(b) employee compensation;

(d) intangible asset amortization;

and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense)

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 1 – Summary of Significant Accounting Policies (continued)

included in each relevant expense caption.

Within the same tabular disclosure, an entity must disclose certain expense, gain, or loss amounts that are already required to be disclosed under current GAAP.

Further, an entity must provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

In addition, an entity must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and will be applied on a prospective basis with the option to apply retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on the Company’s financial statements.

In November 2025, the FASB issued ASU 2025-08, “Financial Instruments - Credit Losses (Topic 326):

Purchased Loans”.

This guidance amends how entities account for certain acquired loans under the current expected loss (CECL) model by expanding the "gross-up" approach to include purchased seasoned loans rather than only including purchased credit-deteriorated assets.

The guidance also eliminates the double count of expected credit losses that previously occurred when purchased loans were recorded at fair value with a credit loss discount and then separately recognized through a provision to establish the credit loss allowance.

This guidance is effective for annual reporting periods beginning after December 15, 2026 including interim periods within those years.

Early adoption is permitted.

The Company has not yet adopted ASU 2025-08.

The Company expects the amendments to primarily affect the accounting for loans acquired in future business combinations or asset acquisitions.

NOTE 2 – Sale of Insurance Assets

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Proceeds from Sales $ 206,875 (1)

$ 404,103 $ 114,259

Gross Gains on Sales — 614 346

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Income Taxes on Net Gains (Losses) — ( 7,305 ) 8

(1) No gains or losses were recognized on the sale of securities during 2025 as these securities were sold at time of acquisition and were recorded at fair value at the closing of the Heartland acquisition.

Notes to the Consolidated Financial Statements

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government and its agencies, in an amount great than 10% of shareholders’ equity.

Below is a summary of securities with unrealized losses as December 31, 2024 and 2023, presented by length of time the securities have been in a continuous unrealized loss position:

Below is a summary of securities with unrealized losses as of December 31, 2025 and 2024, presented by length of time the securities have been in a continuous unrealized loss position:

Less than 12 Months 12 Months or More Total

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Available-for-sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly.

This evaluation process is applied to all types of securities held by the Company:

obligations of state and political subdivisions, MBS/CMO and US gov't sponsored entities and agencies.

For available-for-sale debt securities in an unrealized loss position, the Company assesses whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis.

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Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes.

Unrealized losses at December 31, 2024 and December 31, 2023 are considered temporary and the result of fair value adjustments caused by market interest rate fluctuations.

Unrealized losses at December 31, 2025 and 2024 are considered temporary and the result of fair value adjustments caused by market interest rate fluctuations.

No allowance for credit losses for available-for-sale debt securities was needed at December 31, 2025 or 2024.

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NOTE 4 – Derivatives

Interest Rate Swaps

The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.

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In addition, the Company minimizes credit risk through credit approvals, limits, and monitoring procedures.

The following table reflects the fair value of derivative instruments included in the Consolidated Balance Sheets as of:

December 31, 2024 December 31, 2023

The following table reflects the fair value of derivative instruments included in the Consolidated Balance Sheets as of December 31:

Amount Fair Value Notional

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Included in Other Income $ 307 $ 651 $ 344

Mortgage Banking Derivatives

Commitments to fund certain mortgage loans (interest rate lock commitments) to be sold into the secondary market to third party investors are considered derivatives.

It is the Company’s practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans.

These mortgage banking derivatives are not designated in hedge relationships.

The following table reflects the amount and fair value of mortgage banking derivatives included in the Consolidated Balance Sheets as of December 31:

Amount Fair Value Notional

Amount Fair Value

Included in Other Assets:

Interest Rate Lock Commitments $ 18,047 $ 213 $ — $ —

Included in Other Liabilities:

Interest Rate Lock Commitments $ 11,000 $ ( 31 ) $ — $ —

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 4 – Derivatives (continued)

The net gains (losses) relating to non-designated derivative instruments used for risk management are summarized below for the years ended December 31, 2025, 2024 and 2023 is as follows:

2025 2024 2023

Interest Rate Lock Commitments:

Included in Net Gains on Sales of Loans $ ( 66 ) $ — $ —

NOTE 5 - Loans

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The table above includes $ 89,134 and $ 11,178 of purchase credit deteriorated loans as of December 31, 2025 and 2024, respectively.

As further described in Note 20, during 2025 the Company acquired loans at fair value as part of a business combination.

The table below summarizes the loans acquired on February 1, 2025.

Acquired Loan Balance Fair Value Discounts Fair Value

Bank Acquisition $ 1,569,036 $ ( 65,658 ) $ 1,503,378

The table below summarizes the remaining carrying amount of acquired loans included in the December 31, 2025 table above.

Loans Commercial

Loans Agricultural

Loans Leases Consumer

Loans Home Equity Loans Credit Cards Residential

Loan Balance $ 125,463 $ 735,729 $ 41,074 $ — $ 23,476 $ 54,206 $ — $ 402,588 $ 1,382,536

Fair Value (Discount)/Premium ( 2,774 ) ( 13,961 ) ( 578 ) — ( 147 ) ( 881 ) — ( 32,404 ) ( 50,745 )

The Company has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination.

The carrying amount of these loans is as follow:

Purchase Price of Loans at Acquisition $ 107,285

Allowance for Credit Losses at Acquisition 16,503

Non-Credit Discount/(Premium) at Acquisition 5,554

Total $ 129,342

Notes to the Consolidated Financial Statements

10 unchanged sentences

Beginning Balance $ 7,059 $ 25,818 $ 4,917 $ 397 $ 727 $ 2,196 $ 520 $ 2,802 $ 44,436

Change in Accounting Method 1,438 ( 3,271 ) ( 1,655 ) 720 ( 284 ) 1,056 ( 24 ) 2,013 ( 7 )

2/1/2025 Acquired Heartland PCD 5,246 7,675 3,352 — 20 11 — 199 16,503

Day 2 CECL Provision - Heartland 1,797 7,522 170 — 179 570 — 5,962 16,200

Provision (Benefit) for Credit Losses 4,751 2,908 ( 3,460 ) 61 1,202 309 706 ( 3,245 ) 3,232

20 unchanged sentences

Beginning Balance $ 13,749 $ 21,598 $ 4,188 $ 209 $ 595 $ 1,344 $ 257 $ 2,228 $ 44,168

Acquisition of Citizens Union Bank of Shelbyville, KY - PCD Loans 376 1,945 689 — 2 — — 105 3,117

Provision (Benefit) for Credit Losses ( 4,190 ) 4,305 ( 324 ) 137 919 551 563 589 2,550

2 unchanged sentences

Total Ending Allowance Balance $ 7,921 $ 25,923 $ 3,837 $ 346 $ 759 $ 1,834 $ 383 $ 2,762 $ 43,765

The Company utilizes the Static Pool methodology in determining expected future credit losses.

Static pool analysis means segmenting and tracking loans over a period of time based on similar risk characteristics such as loan structure, collateral type, industry of borrower and concentrations, contractual terms and credit risk indicators.

Static pool calculates a loss rate on a closed pool of loans that existed on a specified start date based upon the remaining life of each segment.

The Company’s expected loss estimate is anchored in historical credit loss experience, with an emphasis on all available portfolio data.

The Company’s historical look-back period includes January 2014 through the current period, on a monthly basis.

Qualitative reserves reflect management’s overall estimate of the extent to which current expected credit losses on collectively evaluated loans will differ from historical loss experience.

The analysis takes into consideration industry and collateral concentrations, acquired loan portfolio characteristics and other credit-related analytics as deemed appropriate.

Management attempts to quantify qualitative reserves by anchoring to specific data points when possible.

The ACL is a valuation account that is deducted from the amortized cost of loans receivable to present the net amount expected to be collected.

Loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed, and subsequent recoveries, if any, are credited to the ACL.

Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company records the changes in the allowance on loans through earnings as a “Provision for Credit Losses” in the Consolidated Statements of Income.

Prior to March 31, 2025, the Company utilized the static pool methodology in determining future credit losses.

This change in methodology had an insignificant impact on the allowance in 2025.

Notes to the Consolidated Financial Statements

1 unchanged sentence

NOTE 5 – Loans (continued)

Historical loss experience provides the basis for the estimation of expected credit losses.

The allowance for credit losses is measured on a collective (pooled) basis when similar risk characteristics exist.

Based on the potential increased losses related to the advancing stress on the economy as a result of inflationary pressures, rising interest rates and financial market volatility, the Company has considered this loss experience may align with loss experience from the recessionary period from 2008-2011 and qualitative adjustments have been made accordingly.

Loans that do not share risk characteristics are evaluated on an individual basis.

Loans evaluated individually are not included in the collective evaluation.

Loans that share common risk characteristics are evaluated collectively using a discounted cash flow approach.

Estimated cash flows consider the principal and interest in accordance with the contractual term of the loan and estimated prepayments.

Contractual cash flows are based on the amortized cost and are adjusted for balances guaranteed by governmental entities.

Estimated cash flows also reflect calculated probabilities of default, loss given default rates, and prepayment and curtailment estimates, as well as qualitative factors.

The probability of default estimates are generated using a regression model that estimates the likelihood of a loan being charged-off during its life.

As indicated above, the Company uses an economic forecast provided by a third-party for these model inputs.

Loans that do not share similar risk characteristics are evaluated on an individual basis to determine the expected allowance for credit loss.

For the year ended December 31, 2024, the allowance for credit losses remained stable compared to December 31, 2023, with the Company adding reserve for loan portfolio growth during 2024.

Key indicators utilized in forecasting for the allowance calculations include unemployment rates and gross domestic product as well as commodity prices for the agricultural segment of the portfolio.

There has been some improvement in these factors over previous periods;

however, rising interest rates and the expanded inflationary impact on consumer discretionary spending were considered in the qualitative factors to determine the allowance for credit losses.

All classes of loans, including loans acquired with deteriorated credit quality, are generally placed on non-accrual status when scheduled principal or interest payments are past due for 90 days or more or when the borrower’s ability to repay becomes doubtful.

5 unchanged sentences

Exceptions to the non-accrual and charge-off policies are made when the loan is well secured and in the process of collection.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 5 – Loans (continued)

The following tables present the amortized cost basis of loans on non-accrual status and loans past due over 89 days still accruing as of December 31, 2025 and 2024:

9 unchanged sentences

(1) Includes non-accrual loans with no allowance for credit loss and are also included in Non-Accrual loans totaling $ 29,319 .

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 5 – Loans (continued)

December 31, 2024 Non-Accrual With No Allowance for Credit Loss ⁽¹⁾ Non-Accrual Loans Past Due Over 89 Days Still Accruing

20 unchanged sentences

Total $ 43,034 $ 7,653 $ 400 $ 10,703 $ 61,790

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 5 – Loans (continued)

December 31, 2024 Real Estate Equipment Accounts Receivable Other Total

8 unchanged sentences

Total $ 17,012 $ 353 $ — $ 58 $ 17,423

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 5 – Loans (continued)

The following tables present the aging of the amortized cost basis in past due loans by class of loans as of December 31, 2025 and 2024:

32 unchanged sentences

or a permanent reduction of the recorded investment in the loan.

No modifications in 2024 or 2023 resulted in the permanent reduction of the recorded investment in the loan.

No modifications in 2025 or 2024 resulted in the permanent reduction of the amortized cost in the loan.

At December 31, 2025 and 2024, the Company had no modified loans made to borrowers experiencing financial difficulty.

1 unchanged sentence

The Company considers a loan to be in payment default once it is 30 days contractually past due under the modified terms.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 5 – Loans (continued)

Credit Quality Indicators:

9 unchanged sentences

Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.

Loans so classified have a well-defined weakness or weaknesses that jeopardize the

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 5 – Loans (continued)

liquidation of the debt.

Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.

They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

1 unchanged sentence

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 5 – Loans (continued)

The following table presents the risk category of loans and current period gross charge-offs as of December 31, 2025 by loan class and vintage year:

179 unchanged sentences

At December 31, 2025 and 2024, the Company had no advances containing options whereby the FHLB may convert a fixed rate advance to an adjustable rate advance.

At December 31, 2024 and 2023, the Company had outstanding $ 39,628 and $ 39,545 , respectively, in aggregate principal amount, of its 4.50 % Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”).

At December 31, 2024, the Company had outstanding $ 39,628 , in aggregate principal amount, a 4.50 % Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029 Notes”).

The 2029 Notes were redeemed in their entirety on December 30, 2025, at a redemption price equal to 100 % of the principal amount, plus accrued and unpaid interest.

Prior to June 30, 2024, the interest rate on the 2029 Notes was fixed at an annual rate of 4.50 %, payable semi-annually in arrears.

From and including June 30, 2024 to but excluding the maturity date of June 30, 2029, or early redemption date, the interest rate has and will reset quarterly to a rate per annum equal to the then-current three-month CME Term SOFR, plus the applicable spread adjustment of 0.26161 % percent, plus 2.68 % percent.

From and including June 30, 2024 to but excluding the redemption date, the interest rate was reset quarterly to a rate per annum equal to the then-current three-month CME Term SOFR, plus the applicable spread adjustment of 0.26161 % percent, plus 2.68 % percent.

On September 15, 2025, the Company redeemed its 5.0 % Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”), outstanding in the aggregate principal amount of $ 24.3 million, at a redemption price equal to 100 % of the principal

Notes to the Consolidated Financial Statements

1 unchanged sentence

NOTE 8 - FHLB Advances and Other Borrowings (continued)

The Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries.

The Notes are not subject to redemption at the option of the holder.

The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company.

The Notes rank junior in right to payment to the Company’s current and future senior indebtedness.

The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.

amount, plus accrued and unpaid interest.

The 2030 Notes were acquired through the acquisition of Heartland BancCorp in February 2025.

While portions of the 2029 Notes and 2030 Notes qualified as Tier 2 capital for regulatory capital purposes, the redemptions did not have a material impact on the capital ratios of the Company or the Bank.

At December 31, 2025, the parent company had a $ 15 million line of credit with U.S.

3 unchanged sentences

At December 31, 2025, scheduled principal payments on long-term borrowings, excluding the capitalized lease obligation and acquired subordinated debentures (which are discussed below) are as follows:

Thereafter 39,628

Total $ 100,000

28 unchanged sentences

(1) “3-Month SOFR” refers to the three-month CME Term SOFR, which became effective following the first London banking day after June 30, 2023, plus the applicable spread adjustment of 0.26161 % percent.

(2) Prior to CME Term SOFR becoming effective, the variable rate was based upon LIBOR rates and tenors.

See Replacement of LIBOR Benchmark below for additional information.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 8 - FHLB Advances and Other Borrowings (continued)

Replacement of LIBOR Benchmark:

On March 15, 2022, the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) was signed into law in response to the U.K.

Financial Conduct Authority, the authority regulating LIBOR, announcing that, among other things, the 1-month, 3-month, 6-month and 12-month U.S.

dollar LIBOR settings would cease to exist after June 30, 2023.

The LIBOR Act established a uniform national approach for replacing LIBOR in legacy contracts that do not provide for the use of a clearly defined replacement benchmark rate.

As directed by the LIBOR Act, on December 16, 2022, the Federal Reserve issued a final rule setting forth regulations to implement the LIBOR Act, including establishing benchmark replacements based on SOFR for contracts governed by U.S.

law that reference certain tenors of U.S.

dollar LIBOR (the overnight and one-, three-, six-, and 12-month tenors) and that do not have terms that provide for the use of a clearly defined and practicable replacement benchmark rate (“fallback provisions”) following the first London banking day after June 30, 2023.

As the junior subordinated debentures discussed above do not have LIBOR fallback provisions, after June 30, 2023, the interest paid on those debentures has been and will be based upon the CME Term SOFR, as the replacement benchmark, including a static spread adjustment for the appropriate tenor, as provided by the LIBOR Act and related Federal Reserve regulations.

The relevant spread adjustment for a three-month tenor is 0.26161 %.

NOTE 9 - Shareholders ’ Equity

5 unchanged sentences

The Basel III Rules require banking organizations to, among other things, maintain a minimum ratio of Total Capital to risk-weighted assets, a minimum ratio of Tier 1 Capital to risk-weighted assets, a minimum ratio of “Common Equity

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 9 – Shareholders ’ Equity (continued)

Tier 1 Capital” to risk-weighted assets, and a minimum leverage ratio (calculated as the ratio of Tier 1 Capital to adjusted average consolidated assets).

7 unchanged sentences

There are no conditions or events since that notification that management believes have changed the institution’s category.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 9 – Shareholders ’ Equity (continued)

At December 31, 2025, consolidated and bank actual capital and minimum required levels are presented below:

15 unchanged sentences

(1) Excludes 2.5 % capital conservation buffer.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 9 – Shareholders ’ Equity (continued)

At December 31, 2024, consolidated and bank actual capital and minimum required levels are presented below:

17 unchanged sentences

There have been no conditions or events that management believes has changed the classification of the Bank under the prompt corrective action regulations since the last notification from regulators.

Regulations require the maintenance of certain capital levels at the Bank, and may limit the

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 9 – Shareholders ’ Equity (continued)

dividends payable by the affiliate to the holding company, or by the holding company to its shareholders.

Regulations require the maintenance of certain capital levels at the Bank, and may limit the dividends payable by the affiliate to the holding company, or by the holding company to its shareholders.

At December 31, 2025 the Bank had approximately $ 145,000 in retained earnings available for payment of dividends to the parent company without prior regulatory approval.

11 unchanged sentences

Options may be designated as incentive stock options or as nonqualified stock options.

While the date after which options are first exercisable is determined by the appropriate committee of the Board of Directors of the Company or, in the case of options granted to directors, by the Board of Directors, no stock option may be exercised after ten years from the date of grant ( twenty years in the case of nonqualified stock options).

The exercise price of stock options granted pursuant to the plans must be no less than the market value of the Common Stock on the date of the grant.

The plans authorize an optionee to pay the exercise price of options in cash or in common shares of the Company or in some combination of cash and common shares.

An optionee may tender already-owned common shares to the Company in exercise of an option.

Certain of these plans authorize an optionee to surrender the value of an unexercised option in payment of an equivalent amount of the exercise price of the option.

The Company typically issues authorized but unissued common shares upon the exercise of options.

While the date after which options are first exercisable is determined by the appropriate committee of the Board of Directors of the Company (the “Committee”) or, in the case of options granted to directors, by the Board of Directors, no stock option may be exercised after ten years from the

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 9 – Shareholders ’ Equity (continued)

date of grant.

The exercise price of stock options granted pursuant to the plan must be no less than the market value of the common stock on the date of the grant.

In addition to paying the exercise price for options in cash, the Committee, in its sole discretion, may allow an optionee to tender outstanding common shares as payment of the exercise price.

Any common shares delivered by an optionee in connection with the exercise of an option award must have been owned by the optionee for at least six months as of the date of delivery.

Shares used to satisfy the exercise price of an option are valued at their fair market value on the date of exercise.

The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of common stock as of the reporting date.

5 unchanged sentences

The cash portion of an award vests towards the end of the year in which the grant was made, followed by the restricted stock grants vesting 50 % in each of the 2nd and 3rd years.

For named executive officers, awards are granted in the form of 100 % restricted stock grants which will vest in one-third installments on the first, second and third anniversaries of the award date.

For named executive officers, awards are granted in the form of 100 % restricted stock grants which vest in three annual installments.

Awards that are granted to directors as additional retainers for their services do not include any cash credit entitlement.

1 unchanged sentence

For measuring compensation costs, restricted stock awards are valued based upon the market value of the common shares on the date of grant.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 9 – Shareholders ’ Equity (continued)

The following table presents expense recorded for restricted stock and cash entitlements as well as the related tax effect for the years ended December 31, 2025, 2024, and 2023:

6 unchanged sentences

The following table presents information on restricted stock grants outstanding for the period shown:

December 31, 2024

Year Ended December 31, 2025

Shares Weighted

3 unchanged sentences

Granted 92,184 38.87

Issued and Vested ( 74,463 ) 35.83

Forfeited ( 10,098 ) 34.41

Vested ( 77,246 ) 33.37

Forfeited and Tendered ( 16,321 ) 34.47

Outstanding at End of Period 133,297 35.78

1 unchanged sentence

The Company’s shareholders approved the Company’s 2019 Employee Stock Purchase Plan on May 16, 2019, as well as an Amended and Restated 2019 Employee Stock Purchase Plan on May 21, 2020, which was amended and restated to reflect certain clarifying changes (the “2019 ESPP”).

The 2019 ESPP provides for a series of 3 -month offering periods, commencing on the first day and ending on the last trading day of each calendar quarter, for the purchase of the Company’s common stock by participating employees.

The 2019 ESPP provides for a series of 3 -month offering periods, commencing

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 9 – Shareholders ’ Equity (continued)

on the first day and ending on the last trading day of each calendar quarter, for the purchase of the Company’s common stock by participating employees.

The purchase price of the shares has been set at 95 % of the fair market value of the Company’s common stock on the last trading day of the offering period.

2 unchanged sentences

Funding for the purchase of common stock is from employee and Company contributions.

In 2024, the Company recorded $ 22 of expense, $ 17 net of tax, for the employee stock purchase plan.

In 2023, the Company recorded $ 29 of expense, $ 22 net of tax, for the employee stock purchase plan.

In 2022, the Company recorded $ 53 of expense, $ 39 net of tax, for the employee stock purchase plan.

There was no unrecognized compensation expense as of December 31, 2024, 2023 and 2022 for the Employee Stock Purchase Plans.

In 2025, the Company recorded $ 37 of expense, $ 28 net of tax, for the 2019 ESPP.

In 2024, the Company recorded $ 22 of expense, $ 17 net of tax, for the 2019 ESPP.

In 2023, the Company recorded $ 29 of expense, $ 22 net of tax, for the 2019 ESPP.

There was no unrecognized compensation expense as of December 31, 2025, 2024 and 2023 for the 2019 ESPP.

Stock Repurchase Plan

3 unchanged sentences

The actual timing, number and share price of shares purchased under the repurchase plan will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements.

The Company has no t repurchased an shares under this repurchase plan.

The Company has no t repurchased any shares under this repurchase plan.

In August 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted.

2 unchanged sentences

With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including shares issued pursuant to compensatory arrangements.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 10 - Employee Benefit Plans

11 unchanged sentences

In conjunction with the plans, the Company purchased life insurance on certain directors and officers.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 10 – Employee Benefit Plans (continued)

Postretirement Medical and Life Benefit Plan

27 unchanged sentences

Year that the Rate Reaches the Rate it is Assumed to Remain at 2040 2031

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 10 – Employee Benefit Plans (continued)

Contributions

3 unchanged sentences

2031-2035 1,367

Multi-Employer Pension Plan

Through the acquisition of River Valley Bancorp, the Company acquired a participation in a multi-employer defined benefit pension plan.

Effective December 31, 2015, the plan was frozen.

Pension expense was approximately $ 141 during 2023.

Specific plan asset and accumulated benefit information for the Company’s portion of the fund is not available.

Under the Employee Retirement Income and Security Act of 1974 (“ERISA”), a contributor to a multi-employer pension plan may be liable in the event of complete or partial withdrawal for the benefit payments guaranteed under ERISA.

The Company withdrew from this multi-employer pension plan in the second quarter of 2024.

As a result, the Company accrued a withdrawal liability totaling $ 101 as of December 31, 2023.

The withdrawal expense was fully accrued at December 31, 2023, and no additional pension expense was incurred in 2024.

The Company participated in the Pentegra Defined Benefit Plan for Financial Institutions (the “Pentegra DB Plan”), a tax-qualified defined-benefit pension plan.

The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan under ERISA and the Internal Revenue Code.

There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan.

The Pentegra DB Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind all of the liabilities.

Accordingly, under the Pentegra DB Plan, contributions made by a participating employer may be used to provide benefits to participants of other participating employers.

Total contributions made to the Pentegra DB Plan, as reported on Form 5500, equal $ 142,405 for the plan year ended June 30, 2022.

The Company’s contributions to the Pentegra DB Plan for the fiscal year ending December 31, 2023 were not more than 5 % of total contributions to the Pentegra DB Plan for the year ending June 30, 2022.

Notes to the Consolidated Financial Statements

7 unchanged sentences

Deferred State 1,133 227 156

Total $ 20,288 $ 17,759 $ 17,351

Total Income Tax Expense from Continuing Operations $ 27,435 $ 20,288 $ 17,759

Effective tax rates differ from the federal statutory rate of 21 % for 2025, 2024 and 2023 applied to income before income taxes due to the following:

2025 2024 2023

Statutory Rate Times Pre-tax Income $ 21,861 $ 21,766 $ 20,827

Add (Subtract) the Tax Effect of:

Income from Tax-exempt Loans and Investments ( 4,008 ) ( 4,951 ) ( 5,223 )

Non-deductible Merger Costs 50 — 177

State Income Tax, Net of Federal Tax Effect 2,782 1,651 1,923

General Business Tax Credits ( 1,190 ) ( 1,128 ) ( 1,038 )

Amortization of Tax Credit Investments 1,136 1,101 1,040

Company Owned Life Insurance ( 432 ) ( 363 ) ( 476 )

Amount Percent Amount Percent Amount Percent

Federal Statutory Income Tax $ 29,415 21.00 % $ 21,861 21.00 % $ 21,766 21.00 %

State and Local Income Tax, Net of Federal Tax Effect* 2,256 1.61 2,782 2.67 1,651 1.59

General Business Tax Credits, Net of Amortization ( 40 ) ( 0.03 ) ( 54 ) ( 0.05 ) ( 27 ) ( 0.03 )

Nontaxable or Nondeductible Items:

Income from Tax-exempt Loans and Investments, Net of Interest Expense Disallowance ( 3,842 ) ( 2.74 ) ( 4,008 ) ( 3.85 ) ( 4,951 ) ( 4.78 )

Other Differences ( 354 ) ( 0.25 ) ( 293 ) ( 0.28 ) ( 680 ) ( 0.65 )

Total Income Taxes $ 27,435 19.59 % $ 20,288 19.49 % $ 17,759 17.13 %

*State taxes in Indiana and Kentucky made up the majority (greater than 50 percent) of the tax effect in this category.

The Company does not have income from foreign sources and therefore does not have any foreign income tax.

Income taxes paid were as follows, net of refunds:

Federal $ 16,550 $ 14,823

State and Local

Indiana 1,900 1,430

Kentucky 375 1,450

All Other States 100 120

Total Taxes Paid $ 18,925 $ 17,823

Notes to the Consolidated Financial Statements

9 unchanged sentences

Accrued Expenses 1,504 1,248

Business Combination Fair Value Adjustments 11,391 —

Pension and Postretirement Plans 182 182

28 unchanged sentences

The unrecorded deferred income tax liability on the above amount at December 31, 2025 was approximately $ 1,070 .

As of December 31, 2024, the Company had Kentucky net operating loss carryforwards of $ 12,346 , which expire in years ranging from 2029 through 2040.

As of December 31, 2025, the Company had Federal net operating loss carryforwards of $ 13,041 that do not expire and Kentucky net operating loss carryforwards of $ 8,666 , which expire in years ranging from 2030 through 2040.

These net operating loss carryforwards are expected to be fully utilized before their expiration dates.

Unrecognized Tax Benefits

The Company had no unrecognized tax benefits as of December 31, 2025, 2024, and 2023, and did no t recognize any increase in unrecognized benefits during 2025 relative to any tax positions taken in 2025.

Should the accrual of any interest or penalties

Notes to the Consolidated Financial Statements

1 unchanged sentence

NOTE 11 – Income Taxes (continued)

Unrecognized Tax Benefits

The Company had no unrecognized tax benefits as of December 31, 2024, 2023, and 2022, and did no t recognize any increase in unrecognized benefits during 2024 relative to any tax positions taken in 2024.

Should the accrual of any interest or penalties relative to unrecognized tax benefits be necessary, it is the Company’s policy to record such accruals in its income tax expense accounts;

relative to unrecognized tax benefits be necessary, it is the Company’s policy to record such accruals in its income tax expense accounts;

no such accruals existed as of December 31, 2025, 2024, and 2023.

7 unchanged sentences

All other revenue streams are primarily included in the banking segment.

Years Ended December 31,

Non-interest Income 2025 2024 2023

25 unchanged sentences

Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed (trade date).

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 12 – Revenue Recognition (continued)

Insurance Revenues :

3 unchanged sentences

The other operating income revenue streams within the scope of Topic 606 consist of ATM fees, wire transfer fees, safe deposit box rentals, check printing commissions and other non-interest related fees.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 13 – Per Share Data

31 unchanged sentences

Total Lease Cost $ 2,163 $ 1,809

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 14 – Leases (continued)

The weighted average lease term and discount rates were as follows:

6 unchanged sentences

Operating Leases 3.27 % 3.10 %

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 14 – Leases (continued)

Supplemental balance sheet information related to leases were as follows:

51 unchanged sentences

The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment.

The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued interest payable and other liabilities.

The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued interest payable and other liabilities which totaled $ 1,054 and $ 586 for December 31, 2025 and 2024, respectively.

NOTE 16 - Fair Value

36 unchanged sentences

In cases where the carrying amount exceeds the fair value, less costs to sell, impairment loss is recognized.

Mortgage Servicing Rights (MSR):

On a quarterly basis, mortgage servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount.

If the carrying amount exceeds fair value, impairment is determined and recorded.

The fair value of MSRs is determined by discounting estimated future cash flows from the servicing assets, using market discount rates and expected future prepayment rates stratifying the MSRs into groupings based on predominant risk characteristics, such as loan type, term and interest rate as well as time period originated.

Loans Held-for-Sale:

The fair values of loans held for sale are determined by using quoted prices for similar assets, adjusted for specific attributes of that loan resulting in a Level 2 classification.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 16 – Fair Value (continued)

Assets and Liabilities Measured on a Recurring Basis

15 unchanged sentences

Loans Held-for-Sale $ — $ 7,817 $ — $ 7,817

Mortgage Servicing Rights $ — $ 4,544 $ — $ 4,544

Derivative Assets $ — $ 4,145 $ — $ 4,145

Derivative Liabilities $ — $ 4,212 $ — $ 4,212

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 16 – Fair Value (continued)

Fair Value Measurements at December 31, 2024 Using

13 unchanged sentences

Loans Held-for-Sale $ — $ 8,239 $ — $ 8,239

Mortgage Servicing Rights $ — $ 179 $ — $ 179

Derivative Assets $ — $ 6,439 $ — $ 6,439

5 unchanged sentences

The total amount of gains(losses) from changes in fair value included in earnings for the years ended December 31, 2025, 2024 and 2023 for loans held for sale were $ 29 , $ 27 , and $( 25 ), respectively.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 16 – Fair Value (continued)

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the twelve months ended December 31, 2025 and 2024:

8 unchanged sentences

As of December 31, 2024, one MBS/CMO Security with a fair value of $ 1,053 and one Obligation of State and Political Subdivisions security with a fair value of $ 62 were transferred from Level 3 to Level 2 because observable market data became available.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 16 – Fair Value (continued)

Assets and Liabilities Measured on a Non-Recurring Basis

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No charge to earnings was included in the years ended December 31, 2025 and 2024.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 16 – Fair Value (continued)

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2025 and 2024:

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Collateral Dependent Loans - Residential Mortgage Loans $ 366 Sales comparison approach Adjustment for physical condition of comparable properties sold 20 % - 20 %

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 16 – Fair Value (continued)

December 31, 2024 Fair Value Valuation Technique(s) Unobservable Input(s) Range (Weighted Average)

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Accrued Interest Payable ( 10,243 ) — ( 9,925 ) ( 318 ) ( 10,243 )

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 16 – Fair Value (continued)

Fair Value Measurements at

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Accrued Interest Payable ( 8,468 ) — ( 8,116 ) ( 352 ) ( 8,468 )

NOTE 17 - Loan Servicing

Mortgage loans serviced for others are not reported as assets.

The principal balances of these loans at year-end are as follows:

Mortgage loan portfolios serviced for:

FHLB $ 84,942 $ 25,401

FHLMC 348,750 —

FNMA 1,651 1,897

Custodial escrow balances maintained in connection with serviced loans were $ 1,110 and $ 234 at year-end 2025 and 2024, respectively.

Activity for loan servicing rights and the related valuation allowance follows:

Loan Servicing Rights:

Beginning of Year $ 179 $ 207

Additions 569 —

2/1/2025 Acquired Heartland Loan Servicing Rights 4,513 —

Disposals — —

Amortized to Expense 717 28

Other Changes — —

Change in Valuation Allowance — —

End of Year $ 4,544 $ 179

Valuation Allowance:

Beginning of Year $ — $ —

Additions Expensed — —

Reductions Credited to Operations — —

Direct Write-downs — —

End of Year $ — $ —

The fair value of servicing rights was $ 4,556 and $ 179 at year-end 2025 and 2024, respectively.

Fair value at year-end 2025 was determined using discount rates ranging from 9.63 % to 10.00 %, prepayment speeds ranging from 9.00 % to 27.54 %, depending on the stratification of the specific right, and a weighted average default rate of .43 %.

Fair value at year-end 2024 was determined using a discount rate of 10.00 % and prepayment speeds ranging from 9.00 % to 12.60 %, depending on the stratification of the specific right.

Notes to the Consolidated Financial Statements

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The Company’s reportable segments are determined by the type of products and services offered and the level of information provided to the Company’s chief operating decision maker, who uses such information in evaluating revenue streams, significant expenses, and budget to actual results in assessing the performance of the Company’s segments and in the determination of allocation resources.

For the first five months of 2024, the Company’s operations include three primary segments:

For the year ended December 31, 2025 and the last 7 months of 2024, the Company’s operations included two primary segments:

core banking and wealth management services.

For the first five months of 2024, the Company’s operations included three primary segments:

core banking, wealth management services, and insurance operations.

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Commissions derived from the sale of insurance products by GAI were the primary source of revenue for the insurance segment.

The following segment financial information has been derived from the internal financial statements of the Company which are used by management to monitor and manage financial performance.

The accounting policies of the three segments are the same as those of the Company.

The evaluation process for segments does not include holding company income and expense.

Holding company amounts are the primary differences between segment amounts and consolidated totals, and are reflected in the column labeled “Other” below.

Notes to the Consolidated Financial Statements

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NOTE 18 – Segment Information (continued)

The following segment financial information has been derived from the internal financial statements of the Company which are used by management to monitor and manage financial performance.

The accounting policies of the segments are the same as those of the Company.

The evaluation process for segments does not include holding company income and expense.

Holding company amounts are the primary differences between segment amounts and consolidated totals, and are reflected in the column labeled “Other” below.

Banking Wealth Management Services Insurance Other Consolidated

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(1) In the Other Segment Disclosures section, the column labeled “Other” includes holding company amounts and eliminating transactions between segments.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 19 - Parent Company Financial Statements

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TOTAL COMPREHENSIVE INCOME (LOSS) $ 168,165 $ 80,407 $ 132,266

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 18 – Parent Company Financial Statements (continued)

CONDENSED STATEMENTS OF CASH FLOWS

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CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of Long-term Debt ( 64,300 ) — —

Dividends Paid ( 43,278 ) ( 31,845 ) ( 29,433 )

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Cash and Cash Equivalents at End of Year $ 55,877 $ 96,281 $ 66,835

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 20 – Business Combinations, Goodwill and Intangible Assets

Business Combinations

On January 1, 2022, the Company acquired Citizens Union Bancorp of Shelbyville, Inc.

(“CUB”) through the merger of CUB with and into the Company.

This was immediately followed by the merger of Citizens Union Bank of Shelbyville, Inc., a wholly-owned subsidiary of CUB, into the Company’s subsidiary bank, German American Bank.

CUB, headquartered in Shelbyville, Kentucky, operated 15 retail banking offices located in Shelby, Jefferson, Spencer, Bullitt, Oldham, Owen, Gallatin and Hardin counties in Kentucky through Citizens Union Bank of Shelbyville, Inc.

As of the closing of the transaction, CUB had total assets of $ 1,108,546 , total loans of $ 683,807 , and total deposits of $ 930,533 .

On February 1, 2025, the Company acquired Heartland BancCorp (“Heartland”) through the merger of Heartland with and into the Company.

Immediately following completion of the Heartland holding company merger, Heartland’s subsidiary bank, Heartland Bank, was merged with and into the Company’s subsidiary bank, German American Bank.

Heartland, headquartered in Whitehall, Ohio, operated 20 retail banking offices located in Columbus, Ohio and Greater Cincinnati.

As of the closing of the transaction, Heartland had total assets of approximately $ 1.94 billion, total loans of approximately $ 1.58 billion, and total deposits of approximately $ 1.73 billion.

The Company accounted for the transaction under the acquisition method of accounting, which means these financial assets and liabilities were recorded at fair value at the day of acquisition.

The fair value of the common shares issued as part of the consideration paid for CUB was based upon the closing price of the Company’s common shares on the acquisition date.

The fair value of the common shares issued as part of the consideration paid for Heartland was based upon the closing price of the Company’s common shares on the acquisition date.

In accordance with ASC 805, the Company has expensed approximately $ 23,196 of direct acquisition costs and recorded $ 196,445 of goodwill and $ 40,065 of intangible assets.

The goodwill of $ 58,596 arising from the acquisition consisted largely of synergies and the cost savings resulting from the combining of the operations of the companies.

This goodwill will be evaluated annually for impairment and is non-deductible for tax purposes.

The goodwill of $ 196,445 arising from the acquisition consisted largely of synergies and the cost savings resulting from combining the operations of the companies.

This goodwill will be evaluated annually for impairment and is no n-deductible for tax purposes.

The intangible assets are related to core deposits and are being amortized over 8 years.

The following table summarizes the fair value of the total consideration transferred as a part of the CUB acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 19 – Business Combinations, Goodwill and Intangible Assets (continued)

The following table summarizes the fair value of the total consideration transferred as a part of the Heartland acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction.

Consideration

Cash for Options and Fractional Shares $ 942

Cash for Stock Options, 401K Shares and Fractional Shares $ 23,102

Cash Consideration —

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Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:

Cash $ 20,244

Federal Funds Sold and Other Short-term Investments 39,550

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Securities 220,358

Loans 678,142

Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost 10,078

Loans, Net 1,503,378

Stock in FHLB and Other Restricted Stock, at Cost 6,992

Premises, Furniture & Equipment 39,764

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Goodwill $ 196,445

Under the terms of the merger agreement, each CUB common shareholder of record at the effective time of the merger became entitled to receive a cash payment of $ 13.44 and a 0.7739 share of common stock of the Company for each of their former shares of CUB common stock.

As a result, in connection with the closing of the merger on January 1, 2022, the Company issued 2,870,975 shares of its common stock to the former shareholders of CUB and paid cash consideration in the aggregate amount of $ 50.8 million.

This acquisition is consistent with the Company’s strategy to build a regional presence in central and western Kentucky.

Under the terms of the merger agreement, each Heartland common shareholder of record at the effective time of the merger became entitled to receive 3.90 shares of common stock of the Company for each of their former shares of Heartland common stock.

As a result, in connection with the closing of the merger on February 1, 2025, the Company issued 7,742,723 shares of its common stock to the former shareholders of Heartland and paid $ 23,102 in cash, in exchange for all of the issued and outstanding shares of common stock of Heartland and in cancellation of all options to acquire Heartland common stock outstanding as of the effective time of the merger.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 20 – Business Combinations, Goodwill and Intangible Assets (continued)

This acquisition was consistent with the Company’s strategy to build a regional presence in Southern Indiana, Kentucky and Ohio.

The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.

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The following table presents unaudited pro forma information as if the acquisition had occurred on January 1, 2024 after giving effect to certain adjustments.

The unaudited pro forma information for the year ended December 30, 2022 and 2021 includes adjustments for interest income on loans and securities acquired, amortization of intangibles arising from the transaction, interest expense on deposits and borrowings acquired, and the related income tax effects.

The unaudited pro forma information for the years ended December 31, 2025 and 2024 includes adjustments for interest income on loans and securities acquired, amortization of intangibles arising from the transaction, interest expense on deposits and borrowings acquired, and the related income tax effects.

The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected on the assumed date.

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 19 – Business Combinations, Goodwill and Intangible Assets (continued)

Unaudited Pro Forma

Year Ended 12/31/2025 Unaudited Pro Forma

Year Ended 12/31/2024

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Earnings Per Share and Diluted Earnings Per Share $ 3.61 $ 2.85

For the year ended December 31, 2022, the above pro forma financial information excludes non-recurring merger costs that totaled $ 12,323 on a pre-tax basis and Day 1 provision for credit losses under the CECL model of $ 6,300 on a pre-tax basis.

For the years ended December 31, 2025 and 2024, the above pro forma financial information excludes non-recurring merger costs that totaled $ 6,996 on a pre-tax basis and Day 1 provision for credit losses under the CECL methodology of $ 16,200 on a pre-tax basis.

The changes in the carrying amount of goodwill for the periods ended December 31, 2025, 2024, and 2023, were classified as follows:

5 unchanged sentences

End of Year $ 375,470 $ 179,025 $ 180,357

The carrying amount of goodwill totaling $ 179,025 at December 31, 2024 is allocated to the core banking segment.

Of the $ 180,357 carrying amount of goodwill, $ 179,025 is allocated to the core banking segment, and $ 1,332 is allocated to the insurance segment for both periods ended December 31, 2023 and 2022.

The decrease of $ 1,332 in 2024 is attributable to the sale of substantially all of the assets of German American Insurance, Inc.

The carrying amount of goodwill totaling $ 375,470 and $ 179,025 at December 31, 2025 and 2024, respectively, is allocated to the core banking segment.

For the carrying amount of goodwill at December 31, 2023 of $ 180,357 , $ 179,025 was allocated to the core banking segment, and $ 1,332 was allocated to the insurance segment.

The decrease of $ 1,332 in 2024 was attributable to the sale of substantially all of the assets of German American Insurance, Inc.

For additional information on the sale, see Note 2.

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The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment.

Acquired Intangible Assets

Acquired intangible assets were as follows as of year end:

Gross Amount Accumulated Amortization

Core Deposit Intangible $ 33,247 $ ( 29,843 )

Branch Acquisition Intangible 257 ( 257 )

Customer List — —

Total $ 33,504 $ ( 30,100 )

Notes to the Consolidated Financial Statements

1 unchanged sentence

NOTE 20 – Business Combinations, Goodwill and Intangible Assets (continued)

Gross Amount Accumulated Amortization

Acquired Intangible Assets

Acquired intangible assets were as follows as of year end:

Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization

Core Deposit Intangible $ 73,312 $ ( 39,991 ) $ 33,247 $ ( 29,843 )

Branch Acquisition Intangible 257 ( 257 ) 257 ( 257 )

Customer List 5,408 ( 5,408 )

Total $ 73,569 $ ( 40,248 ) $ 33,504 $ ( 30,100 )

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— Income Tax Expense

( 27,107 ) Net of Tax

Amortization of Post Retirement Plan Items

22 unchanged sentences

Total Reclassifications for the Period $ 32

Notes to the Consolidated Financial Statements

Dollars in thousands, except per share data

NOTE 21 – Subsequent Events

On February 1, 2025, the Company completed its previously announced acquisition of Heartland BancCorp (“Heartland”) through the merger of Heartland with and into the Company.

Heartland, headquartered in Whitehall, Ohio, operated 20 retail banking offices located in Columbus, Ohio and Greater Cincinnati.

As of December 31, 2024, Heartland had total assets of approximately $ 1.97 billion (unaudited), total loans of approximately $ 1.56 billion (unaudited), and total deposits of approximately $ 1.75 billion (unaudited).

The acquired assets and liabilities will be recorded at fair value at the date of acquisition and will be reflected in the Company’s March 31, 2025 financial statements as such.

At the time of these consolidated financial statements, the Company is evaluating Heartland’s loan portfolio to determine the impact of day-one accounting under the CECL methodology.

Valuations and appraisals on other assets and liabilities are also in process and are not complete as of the time of these financial statements.

The Company issued approximately 7.74 million shares of its common stock, and paid approximately $ 23.1 million in cash, in exchange for all of the issued and outstanding shares of common stock of Heartland and in cancellation of all options to acquire Heartland common stock outstanding as of the effective time of the merger.

This acquisition was consistent with the Company’s strategy to build a regional presence in Southern Indiana, Kentucky and Ohio.

Consideration

Cash for Stock Options, 401K Shares and Fractional Shares $ 23,102

Equity Instruments 320,007

Fair Value of Total Consideration Transferred $ 343,109

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data