German American Bancorp (GABC) EVP granted 3,174 restricted shares under 2025 plan

Rhea-AI Filing Summary

GERMAN AMERICAN BANCORP, INC. executive Warren Scott Powell, EVP and Chief Credit Officer, acquired 3,174 shares of common stock through a restricted stock grant under the 2025 Management Incentive Plan. The award was made at no cash cost to him and is subject to vesting.

The restricted shares vest in three approximately equal installments on March 15 in each of 2027, 2028, and 2029. After this grant, Powell directly holds a total of 12,067 common shares, which includes shares previously acquired through the company’s Dividend Reinvestment and Stock Purchase Plan.

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

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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^*

Powell Warren Scott

(Last) (First) (Middle)

711 MAIN ST

(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)
	EVP CHIEF CREDIT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		A		3,174(1)	A	$0	12,067(2)	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. Restricted stock granted pursuant to 2025 Management Incentive Plan, subject to vesting in three approximately equal installments on March 15 in each of 2027, 2028, and 2029. No consideration paid.

2. Includes shares purchased pursuant to the Issuer's Dividend Reinvestment and Stock Purchase Plan.

	/s/ Bradley C. Arnett, Attorney-in-Fact	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GABC executive Warren Scott Powell report?

Warren Scott Powell reported acquiring 3,174 shares of GABC common stock via a restricted stock grant. The grant was made at no cash cost to him and is structured as part of the 2025 Management Incentive Plan with future vesting conditions.

How many German American Bancorp (GABC) shares does Warren Scott Powell now hold?

After the reported grant, Warren Scott Powell directly holds 12,067 GABC common shares. This total includes the newly granted restricted stock and shares previously acquired through the company’s Dividend Reinvestment and Stock Purchase Plan, as disclosed in the insider filing details.

What are the vesting terms of Warren Scott Powell’s 3,174 restricted GABC shares?

The 3,174 restricted GABC shares vest in three approximately equal installments. Vesting dates are scheduled for March 15 in 2027, 2028, and 2029, tying the award to multi‑year service or performance conditions under the 2025 Management Incentive Plan.

Did Warren Scott Powell pay cash for the newly acquired GABC restricted shares?

No, Warren Scott Powell did not pay cash for these GABC shares. The filing specifies the restricted stock was granted with no consideration paid, reflecting a compensation-related equity award rather than an open-market purchase of the company’s common stock.

What plan governed the restricted stock grant to GABC executive Warren Scott Powell?

The restricted stock granted to Warren Scott Powell was issued under German American Bancorp’s 2025 Management Incentive Plan. This plan provides for equity-based compensation, and the specific award vests in three stages from 2027 through 2029, as detailed in the transaction footnotes.