79 unchanged sentences
The following exhibits are included with this report or incorporated herein by reference:
−Removed: Agreement and Plan of Reorganization by and among German American Bancorp, Inc., German American Bank, Heartland BancCorp, and Heartland Bank, dated as of July 29, 2024, is incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed July 29, 2024 (SEC File No.
Amended and Restated Articles of Incorporation of German American Bancorp, Inc.
−Removed: are incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed May 26, 2020 (SEC File No.
+Added: are incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 26, 2020 (SEC File No.
Amended and Restated Bylaws of German American Bancorp, Inc.
−Removed: are incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed December 20, 2023 (SEC File No.
−Removed: Terms of Common Shares and Preferred Shares of the Registrant (included in Amended and Restated Articles of Incorporation) are incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed May 26, 2020 (SEC File No.
−Removed: Specimen stock certificate for Common Shares of the Registrant is incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed October 21, 2010 (SEC File No.
−Removed: Indenture, dated as of June 25, 2019, by and between German American Bancorp, Inc.
−Removed: Bank National Association, as trustee, is incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed June 25, 2019 (SEC File No.
−Removed: Form of 4.50% Fixed-to-Floating Subordinated Note due 2029 of German American Bancorp, Inc.
−Removed: is incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed June 25, 2019 (SEC File No.
−Removed: Form of 5.0% Fixed-to-Floating Rate Subordinated Note due 2030 of Heartland BancCorp is incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed February 3, 2025 (SEC File No.
+Added: are incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December 20, 2023 (SEC File No.
+Added: Terms of Common Shares and Preferred Shares of the Registrant (included in Amended and Restated Articles of Incorporation) are incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 26, 2020 (SEC File No.
+Added: Specimen stock certificate for Common Shares of the Registrant is incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed October 21, 2010 (SEC File No.
Description of the securities of German American Bancorp, Inc.
8 unchanged sentences
Nonqualified Savings Plan, effective January 1, 2024 is incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed February 27, 2024 (SEC File No.
−Removed: Description of Director Compensation Arrangements for the 12 month period ending on June 30, 2023 is incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed March 1, 2023 (SEC File No.
−Removed: Description of Director Compensation Arrangements for the 12 month period ending on June 30, 2024 is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed August 8, 2023 (SEC File No.
−Removed: Description of Director Compensation Arrangements, effective as of July 1, 2024, is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed August 9, 2024 (SEC File No.
−Removed: Description of Executive Management Incentive Plan for 2022 (awards payable in 2023) is incorporated by reference from the description contained in Item 5.02 of the Registrant’s Current Report on Form 8-K filed March 11, 2022 (SEC File No.
+Added: Description of Director Compensation Arrangements for the 12 month period commencing July 1, 2024 is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed August 9, 2024 (SEC File No.
+Added: Description of Director Compensation Arrangements, effective as of July 1, 2025, is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 1, 2025 (SEC File No.
Description of Executive Management Incentive Plan for 2024 (awards payable in 2025) is incorporated by reference from the description contained in Item 5.02 of the Registrant’s Current Report on Form 8-K filed March 7, 2024 (SEC File No.
5 unchanged sentences
Form of LTI Restricted Stock Award Agreement that evidences the terms of restricted stock awards granted to executive officers under the 2019 Long-Term Equity Incentive Plan in conjunction with Management Long-Term Incentive Plans in effect prior to 2024 is incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (SEC File No.
−Removed: Form of LTI Restricted Stock Award Agreement that evidences the terms of restricted stock awards granted to executive officers under the 2019 Long-Term Equity Incentive Plan in conjunction with Management Long-Term Incentive Plans in effect for 2024 and thereafter.
−Removed: Form of Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants granted under the 2019 Long-Term Equity Incentive Plan to Directors as part of annual compensation arrangements in effect for compensation periods commencing prior to July 1, 2024 is incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (SEC File No.
−Removed: Form of Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants granted under the 2019 Long-Term Equity Incentive Plan to Directors as part of annual compensation arrangements in effect for compensation periods commencing on or after July 1, 2024.
+Added: Form of LTI Restricted Stock Award Agreement that evidences the terms of restricted stock awards granted to executive officers under the 2019 Long-Term Equity Incentive Plan in conjunction with Management Long-Term Incentive Plans in effect for 2024 and thereafter is incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024, filed March 3, 2025 (SEC File No.
+Added: Form of Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants granted under the 2019 Long-Term Equity Incentive Plan to Directors as part of annual compensation arrangements in effect for compensation periods commencing on or after July 1, 2024 is incorporated by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024, filed March 3, 2025 (SEC File No.
German American Bancorp, Inc.
−Removed: Amended and Restated 2019 Employee Stock Purchase Plan is incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed May 26, 2020 (SEC File No.
−Removed: 00 1 -15877).
+Added: Amended and Restated 2019 Employee Stock Purchase Plan is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 26, 2020 (SEC File No.
German American Bancorp, Inc.
−Removed: 2019 Long-Term Equity Incentive Plan is incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed May 21, 2019 (SEC File No.
−Removed: 00 1 -15877).
+Added: 2019 Long-Term Equity Incentive Plan is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 21, 2019 (SEC File No.
German American Bancorp, Inc.
−Removed: Insider Trading Policy
+Added: Insider Trading Policy is incorporated by reference to Exhibit 19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed March 3, 2025 (SEC File No.
Subsidiaries of the Registrant
13 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: # Schedules to the subject agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
−Removed: A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.
* Exhibits that describe or evidence all management contracts or compensatory plans or arrangements required to be filed as exhibits to this Report are indicated by an asterisk.
15 unchanged sentences
GERMAN AMERICAN BANCORP, INC.
−Removed: March 3, 2025 By:
+Added: February 26, 2026 By:
Neil Dauby, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
−Removed: March 3, 2025 /s/D.
+Added: February 26, 2026 /s/D.
Neil Dauby, Chairman and Chief Executive Officer (principal executive officer)
−Removed: March 3, 2025 /s/Zachary W.
+Added: February 26, 2026 /s/Zachary W.
Bawel, Director
−Removed: March 3, 2025 /s/Angela Curry
+Added: February 26, 2026 /s/Angela Curry
Angela Curry, Director
−Removed: March 3, 2025 /s/Sue J.
+Added: February 26, 2026 /s/Sue J.
Ellspermann, Director
−Removed: March 3, 2025 /s/Marc D.
+Added: February 26, 2026 /s/Marc D.
Fine, Director
−Removed: March 3, 2025 /s/Jason M.
+Added: February 26, 2026 /s/Jason M.
Kelly, Director
−Removed: March 3, 2025 /s/G.
+Added: February 26, 2026 /s/G.
Scott McComb, Director
−Removed: March 3, 2025 /s/Diane B.
+Added: February 26, 2026 /s/Diane B.
Medley, Director
−Removed: March 3, 2025 /s/M.
+Added: February 26, 2026 /s/M.
Darren Root, Director
−Removed: March 3, 2025 /s/Christina M.
+Added: February 26, 2026 /s/Christina M.
Ryan, Director
−Removed: March 3, 2025 /s/Jack W.
+Added: February 26, 2026 /s/Andrew M.
+Added: Seger, Director
+Added: February 26, 2026 /s/Jack W.
Sheidler, Director
−Removed: March 3, 2025 /s/Ronnie R.
+Added: February 26, 2026 /s/Ronnie R.
Stokes, Director
−Removed: March 3, 2025 /s/Tyson J.
+Added: February 26, 2026 /s/Tyson J.
Wagler, Director
−Removed: March 3, 2025 /s/Bradley M.
+Added: February 26, 2026 /s/Bradley M.
Rust, President and Chief Financial Officer (principal financial officer)
−Removed: March 3, 2025 /s/Vicki L.
+Added: February 26, 2026 /s/Vicki L.
Schuler, Senior Vice President, Controller (principal accounting officer)
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.