[8-K] German American Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

German American Bancorp, Inc. (Nasdaq: GABC) filed an Form 8-K disclosing the appointment of Andrew M. Seger to its Board of Directors. Effective 1 July 2025, the Board size increases from 13 to 14 members to accommodate the new seat. Seger’s initial term will run until the 2026 Annual Meeting of Shareholders, at which point he will be eligible for a full three-year term.

Seger is currently Chief Financial Officer and Senior Vice President of Sales at Wabash Valley Produce, Inc. His background includes ten years as a principal with private-equity firm Frontenac and two years as an investment-banking analyst at Goldman Sachs. He will immediately join the Board’s Audit Committee, adding finance and deal-making expertise to the committee’s oversight capabilities.

Compensation will follow the Company’s standard non-employee director retainers and meeting fees, as detailed in Exhibit 10.1. No related-party transactions or additional arrangements were reported. A press release announcing the appointment is included as Exhibit 99.1.

Insights

Corporate Governance Analyst

TL;DR: Board expands to 14; adding finance-savvy Andrew Seger strengthens audit oversight but carries minimal near-term valuation impact—overall governance positive, market neutral.

The filing is limited to a single governance action: appointing Andrew M. Seger, CFO of Wabash Valley Produce, as a director and Audit Committee member. His private-equity and investment-banking background should improve financial oversight and deal-evaluation skills, desirable attributes for a regional bank operating in a competitive M&A environment. However, the change does not modify capital structure, earnings outlook, or risk profile in a measurable way. Therefore, while incrementally positive for board competency and succession depth, the event is unlikely to move the stock or alter the investment thesis in the short term.

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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): June 30, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Director Appointment. On June 30, 2025, the Board of Directors (the “Board”) of German American Bancorp, Inc. (the “Company”) appointed Andrew M. Seger to the Board for a term commencing on July 1, 2025 and expiring at the Company’s 2026 Annual Meeting of Shareholders, at which time he will be considered for election to a three-year term. On July 1, 2025, Mr. Seger will also begin serving on the Audit Committee of the Board. Inasmuch as the size of the Board had previously been set at 13 directors, the Board increased its size to 14 members on June 30, 2025 in order to permit the appointment of Mr. Seger, with the vacancy being reflected in the class of directors whose terms expire at the Company’s 2026 Annual Meeting of Shareholders.

Andrew M. Seger is Chief Financial Officer and Senior Vice President of Sales for Wabash Valley Produce, Inc., an egg products company headquartered in Dubois, Indiana. Prior to joining Wabash Valley full time in 2011, Mr. Seger spent ten years at Frontenac, a Chicago-based private equity firm, where he became a principal and also served on the Board of Directors for numerous private equity-owned companies. Prior to Frontenac, Mr. Seger spent two years as an investment banking analyst at Goldman Sachs. He also currently serves on the Advisory Board of the Johnson Center for Entrepreneurship and Innovation for Indiana University and as President of the Economic Development and Redevelopment Commissions for the City of Jasper, Indiana.

For his services as a director, Mr. Seger will be entitled to receive the standard director retainers and meeting fees payable to non-employee directors of the Company, as more fully described in the “Description of Director Compensation Arrangements” included as Exhibit 10.1 to this Current Report on Form 8-K, which description is incorporated herein by reference. Other than being eligible to receive such director compensation, Mr. Seger has not entered into any material plan, contract, or arrangement in connection with his appointment as a director. Further, Mr. Seger is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

A copy of the Company’s press release, dated June 30, 2025, announcing the appointment of Mr. Seger to the Board, is attached to this Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)			Exhibits
			Exhibit No.						Description
			10.1						Description of Director Compensation Arrangements, effective as of July 1, 2025.
			99.1						Press release, dated June 30, 2025, issued by German American Bancorp, Inc.
			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: July 1, 2025			By:			/s/ D. Neil Dauby
						D. Neil Dauby, Chairman and Chief Executive Officer

FAQ

Who was appointed to German American Bancorp's (GABC) board?

The Company appointed Andrew M. Seger, CFO and SVP of Sales at Wabash Valley Produce, effective July 1, 2025.

When does Andrew Seger's initial term on the GABC board expire?

His term expires at the 2026 Annual Meeting of Shareholders, after which he may be elected for a three-year term.

What committee will Andrew Seger join at German American Bancorp?

He will serve on the Board’s Audit Committee starting July 1, 2025.

How many directors will German American Bancorp have after the appointment?

The Board size increases from 13 to 14 directors.

What compensation will Andrew Seger receive as a GABC director?

He will receive the Company’s standard non-employee director retainers and meeting fees; no additional arrangements were disclosed.