[8-K] GERMAN AMERICAN BANCORP, INC. Reports Material Event

Rhea-AI Filing Summary

German American Bancorp, Inc. is redeeming $40.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029 on December 30, 2025. The company has exercised its contractual option under the 2019 indenture to call all of the issued and outstanding notes. Holders will receive 100% of the $40.0 million principal being redeemed, plus accrued and unpaid interest through, but excluding, the redemption date, as described in the notice of redemption filed as an exhibit.

Insights

Bank capital structure analyst

GABC is retiring $40.0M of subordinated notes at par plus accrued interest.

German American Bancorp, Inc. has elected to redeem all of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029, totaling $40.0 million in aggregate principal. The redemption is being carried out under Section 10.04 of the 2019 indenture with U.S. Bank National Association as trustee, using the issuer’s optional call right.

The notes will be redeemed on December 30, 2025 at 100% of the $40.0 million principal amount, plus accrued and unpaid interest through, but excluding, that date. Because these are subordinated notes, their retirement alters the mix of the company’s funding between debt and equity, though the excerpt does not quantify the broader balance sheet impact.

The filing highlights that a formal notice of redemption has already been delivered to holders and is included as an exhibit. Future financial reports for periods after December 30, 2025 will show the effect of this redemption on interest expense and reported capital ratios once completed.

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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 18, 2025    

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)

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 8.01. Other Events.

On November 18, 2025, German American Bancorp, Inc. (the “Company”) caused notice to be given to holders of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”), regarding the Company’s exercise of its option to redeem, in full, 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”). The redemption price for the Notes equals 100% of the $40.0 million aggregate principal amount of the Notes being redeemed on the Redemption Date, plus the accrued and unpaid interest thereon, through, but excluding, the Redemption Date. A copy of the notice of redemption of the Notes is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)			Exhibits
			Exhibit No.						Description
			99.1						Notice of Redemption of the 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: November 18, 2025			By:			/s/ D. Neil Dauby
						D. Neil Dauby, Chairman and Chief Executive Officer

FAQ

What action did German American Bancorp (GABC) announce regarding its subordinated notes?

German American Bancorp announced that it is redeeming all of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029, totaling $40.0 million in aggregate principal amount.

When will GABC redeem its 4.50% subordinated notes due 2029?

The company will redeem the 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029 on December 30, 2025, which is the designated redemption date.

What redemption price will holders of GABCs subordinated notes receive?

Holders will receive a redemption price equal to 100% of the $40.0 million aggregate principal amount being redeemed, plus accrued and unpaid interest through, but excluding, the redemption date.

Which notes are affected by German American Bancorp's redemption?

The redemption applies to the companys 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029, representing all issued and outstanding notes of that series.

Under what agreement is GABC redeeming its subordinated notes?

The redemption is being made pursuant to Section 10.04 of the Indenture dated June 25, 2019 between German American Bancorp, Inc. and U.S. Bank National Association, as trustee.

Where can investors find the formal notice of redemption for GABC's notes?

The formal notice of redemption is filed as Exhibit 99.1 to the report and is incorporated by reference.