[Form 4] German American Bancorp, Inc. Insider Trading Activity

Rhea-AI Filing Summary

German American Bancorp (GABC) director Diane B. Medley filed a Form 4 detailing her annual equity compensation grant.

On 30 June 2025, Medley acquired 1,298 shares of restricted common stock (transaction code "A") at a price of $0. The award will vest on 1 July 2026.

After the grant, the director holds 7,274.5104 shares directly and 5,370 shares indirectly via an IRA, for a total beneficial ownership of roughly 12,645 shares.

No shares were sold and no derivative securities were involved, indicating routine compensation rather than market-driven trading. The incremental share issuance is immaterial to GABC’s share count but modestly enhances insider alignment.

Insights

Securities Analyst

TL;DR: Routine director grant of 1,298 restricted shares; negligible dilution and limited market impact.

The filing discloses a standard non-employee director equity award, not open-market buying. While the grant lifts direct holdings to 7,274.5104 shares, this is immaterial relative to GABC’s float, so valuation effects are de minimis. Nevertheless, the absence of sales and the additional stock modestly signal continued alignment between the board and shareholders. No derivative instruments are present, and the one-year vesting period is typical. Overall, the transaction is neutral to price-sensitive investors.

Corporate Governance Specialist

TL;DR: Annual equity grant reflects standard board pay; reinforces incentives, shows no governance red flags.

The Form 4 confirms German American Bancorp’s regular cadence of stock-based compensation for non-employee directors. The one-year vesting encourages near-term performance without long-term overhang. Total ownership (≈12.6 k shares) keeps the director invested yet below control thresholds, reducing potential conflicts. No 10b5-1 plan was cited, and the attorney-in-fact signature meets SEC requirements. From a governance viewpoint, disclosure is complete and non-controversial, resulting in a neutral impact rating.

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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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^*

Medley Diane B

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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 Stock								5,370	I	Held in an IRA
Common Stock	06/30/2025		A		1,298(1)	A	$0	7,274.5104(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. This restricted stock award was issued to the Reporting Person as an annual director equity grant pursuant to the Issuer's non-employee director compensation arrangements. The restricted stock will vest on July 1, 2026.

2. Includes additional shares purchased pursuant to the Dividend Reinvestment Plan.

	/s/ Bradley C. Arnett, Attorney-in-Fact	07/02/2025
	** 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).
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