GABC Form 4: Director converts compensation to stock via DRIP

Rhea-AI Filing Summary

Andrew M. Seger, a director of German American Bancorp, Inc. (GABC), reported an indirect purchase of common stock on 09/15/2025 through his affiliation with Wabash Valley Produce, Inc. The filing shows 125,826 shares beneficially owned indirectly by Wabash Valley Produce, Inc. and discloses that the reported purchase was made under the issuer's Dividend Reinvestment and Stock Purchase Plan using a prior election to convert director compensation into shares. The filing was signed by an attorney-in-fact on 09/17/2025. The report provides transaction dates and an explanation that the shares were acquired pursuant to the Dividend Reinvestment Plan.

Positive

• Insider equity accumulation via the Dividend Reinvestment and Stock Purchase Plan, indicating compensation was converted into company stock
• Clear disclosure of indirect ownership through Wabash Valley Produce, Inc., fulfilling Section 16 reporting elements
• Transaction explicitly explained as effected pursuant to a prior election to participate in the issuer's DRIP

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director purchase via DRIP shows alignment with shareholder interests; non-material disclosure in an insider Form 4.

This Form 4 documents a standard, non-open-market acquisition: the reporting person elected to use director compensation to buy shares under the company's Dividend Reinvestment and Stock Purchase Plan. The transaction is reported as indirect ownership through Wabash Valley Produce, Inc., and results in 125,826 shares being beneficially owned indirectly. From a governance perspective, such elections are common and indicate the director receives compensation in equity rather than cash, aligning incentives with long-term shareholders. The filing contains no indications of open-market purchases, sales, or other material changes to control.

Securities/Compliance Analyst

TL;DR: Filing appears complete for a routine DRIP-related acquisition; disclosure meets Section 16 reporting requirements.

The Form 4 records the transaction date (09/15/2025) and includes an explanatory note that the acquisition was effected pursuant to a prior election to reinvest director compensation into shares under the Dividend Reinvestment and Stock Purchase Plan. The report is signed by an attorney-in-fact on 09/17/2025. There are no derivative transactions or additional compensatory arrangements disclosed beyond the DRIP participation. For compliance, the form provides the necessary identification of reporting person, issuer, relationship to issuer, and transaction explanation.

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
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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).

1. Name and Address of Reporting Person^*

Seger Andrew M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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								125,826	I	By Wabash Valley Produce, Inc.(1)
Common	09/15/2025	09/16/2025	P		51.3978(2)	A	$40.8578	18,187.3727(3)	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. The Reporting Person is a shareholder and the Chief Financial Officer of Wabash Valley Produce, Inc.

2. The reported transaction was effected pursuant to a prior election made by the Reporting Person to use a portion of his director compensation to purchase shares of common stock through participation in the Issuer's Dividend Reinvestment and Stock Purchase Plan (the "Dividend Reinvestment Plan").

3. Includes shares acquired pursuant to the Dividend Reinvestment Plan

	/s/ Bradley C. Arnett, Attorney-in-Fact	09/17/2025
	** 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 did GABC director Andrew M. Seger report on Form 4?

The Form 4 reports an indirect acquisition of common stock on 09/15/2025 through Wabash Valley Produce, Inc., with 125,826 shares shown as beneficially owned indirectly.

How were the GABC shares acquired by the reporting person?

The shares were acquired under German American Bancorp's Dividend Reinvestment and Stock Purchase Plan pursuant to a prior election to use director compensation to purchase shares.

Does the filing show any open-market purchases or sales for GABC?

No; the filing describes acquisition via the issuer's Dividend Reinvestment Plan and does not disclose open-market purchases or sales.

Who signed the Form 4 for Andrew M. Seger and when?

The Form 4 was signed by an attorney-in-fact, Bradley C. Arnett, on 09/17/2025.

Is the reported ownership direct or indirect?

The reported ownership is indirect, held by Wabash Valley Produce, Inc., where the reporting person is a shareholder and its Chief Financial Officer.