German American (NASDAQ: GABC) CEO surrenders 4,887 shares for taxes

Rhea-AI Filing Summary

German American Bancorp, Inc. Chairman & CEO D. Neil Dauby reported routine share dispositions related to tax withholding. On March 16, 2026, he surrendered a total of 4,887 shares of common stock at $40.07 per share to cover tax obligations on vesting restricted stock awards. These were not open-market sales, but shares withheld to satisfy taxes as 2023, 2024, and 2025 restricted stock grants vested. After these transactions, Dauby directly held 71,623 shares of German American Bancorp common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dauby D Neil

(Last) (First) (Middle)

711 MAIN ST.

PO BOX 810

(Street)

JASPER IN 47546

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GERMAN AMERICAN BANCORP, INC. [ GABC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026		F		1,637(1)	D	$40.07	74,873	D
Common Stock	03/16/2026		F		1,833(2)	D	$40.07	73,040	D
Common Stock	03/16/2026		F		1,417(3)	D	$40.07	71,623	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of 3,955 shares of restricted stock granted under a March 15, 2023 award.

2. Reflects shares surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of 4,429 shares of restricted stock granted under a March 15, 2024 award.

3. Reflects shares surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of 3,424 shares of restricted stock granted under a March 15, 2025 award.

	/s/ Bradley C. Arnett, Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did GABC CEO D. Neil Dauby report?

D. Neil Dauby reported routine tax-related share dispositions, not open-market sales. He surrendered 4,887 shares of German American Bancorp common stock to cover withholding taxes triggered by the vesting of several restricted stock awards, while retaining a substantial direct ownership position afterward.

How many GABC shares were used for tax withholding in this Form 4?

A total of 4,887 German American Bancorp common shares were surrendered for tax withholding. The transactions occurred at a reported price of $40.07 per share and reflect shares delivered to satisfy tax obligations upon vesting of previously granted restricted stock awards.

Were the GABC CEO’s transactions open-market sales of stock?

No, these transactions were not open-market sales. They are coded as “F” transactions, meaning shares were surrendered to pay tax liabilities tied to restricted stock vesting, rather than discretionary sales into the market for liquidity or portfolio management purposes.

What triggered the tax-withholding share dispositions reported by GABC?

The dispositions were triggered by the vesting of restricted stock awards. Footnotes state shares were surrendered to satisfy tax withholding as 3,955, 4,429, and 3,424 restricted shares vested from awards originally granted on March 15, 2023, March 15, 2024, and March 15, 2025, respectively.

How many GABC shares does CEO D. Neil Dauby hold after these transactions?

After the tax-withholding dispositions, D. Neil Dauby directly owns 71,623 German American Bancorp common shares. This figure reflects his remaining position following the surrender of 4,887 shares used to cover tax obligations associated with vesting restricted stock awards.

What does transaction code "F" mean in this GABC Form 4 filing?

Transaction code “F” indicates shares were disposed of to pay an exercise price or tax liability. In this case, it reflects German American Bancorp shares surrendered by the CEO to satisfy tax withholding obligations when multiple restricted stock grants vested, rather than voluntary stock sales.