UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

______________________

Date of Report (Date of earliest event reported): ~~November~~January 1826, ~~2025~~ 2026

GERMAN AMERICAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Indiana

(State or other jurisdiction of incorporation)

001-15877		35-1547518
(Commission File Number)		(IRS Employer Identification No.)
711 Main Street
Jasper,	Indiana	47546
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (812) 482-1314

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [☐]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common Stock, no par value

GABC

Nasdaq Global Select Market

Item 2.02. Results of Operations and Financial Condition.

On January 26, 2026, German American Bancorp, Inc. (the “Company”) issued a press release announcing its results for the quarter and year ended December 31, 2025, and making other disclosures. The press release (including the accompanying unaudited consolidated financial statements as of and for the quarter and year ended December 31, 2025, and other financial data) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including the information incorporated herein from Exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

OnCash ~~November~~Dividend. As ~~18,~~announced ~~2025,~~in ~~German American Bancorp, Inc. (~~the ~~“Company”)~~press ~~caused~~release ~~notice~~furnished toas beExhibit ~~given to holders of its 4~~99.~~50%~~1 ~~Fixed-~~to~~-Floating~~ ~~Rate~~this ~~Subordinated Notes due 2029 (the “Notes”)~~report, ~~regarding~~ the Company’s ~~exercise~~Board of ~~its~~Directors ~~option~~has todeclared ~~redeem,~~a incash ~~full,~~dividend ~~the issued and outstanding Notes, pursuant to Section 10.04~~ of ~~the Indenture, dated as of June 25, 2019 (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Company will redeem~~ $~~40.~~0 ~~million in aggregate principal amount of the issued and outstanding Notes on December 30, 2025 (the “Redemption Date”)~~.31 ~~The~~per ~~redemption~~share ~~price~~which ~~for~~will ~~the~~be ~~Notes~~payable ~~equals 100% of the $40.0 million aggregate principal amount of the Notes being redeemed~~ on ~~the~~February ~~Redemption Date~~20, ~~plus the accrued and unpaid interest thereon~~2026, ~~through,~~to ~~but~~shareholders ~~excluding, the Redemption Date. A copy~~ of ~~the~~record ~~notice~~as of ~~redemption~~February of10, ~~the Notes is filed as Exhibit 99~~2026.~~1 hereto and is incorporated herein by reference.~~

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	99.1	~~Notice~~Press ofrelease, ~~Redemption~~dated ofJanuary ~~the~~26, 2026, issued by German American Bancorp, Inc. ~~4.50% Fixed-to-Floating Rate Subordinated Notes due 2029.~~
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* * * * * *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GERMAN AMERICAN BANCORP, INC.
Date: January 26, 2026	By:	GERMAN AMERICAN BANCORP, INC. /s/ D. Neil Dauby
Date: November 18, 2025	By:	/s/ D. Neil Dauby
		D. Neil Dauby, Chairman and Chief Executive Officer

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