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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

GERMAN AMERICAN BANCORP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

	Date & Time				Location				Record Date
	April 27, 2026, 11:30 AM Eastern Time				German American Operations Center 1311 W. 12th Ave. Jasper, Indiana				Only shareholders of record at the close of business on March 4, 2026 are eligible to participate and entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

At the Annual Meeting, shareholders of German American Bancorp, Inc. will be asked to consider and vote on the following proposals:

Proposals		Board’s Recommendation	Page Reference
	To elect four (4) directors, each to serve until the 2029 annual meeting of our shareholders	FOR all director nominees	24
	Approve, on an advisory basis, the compensation of our Named Executive Officers	FOR	63
	Approve, on an advisory basis, the appointment of Crowe LLP as our independent registered public accounting firm for 2025	FOR	64
	Approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of shares of common stock which we are authorized to issue from 45,000,000 shares to 90,000,000 shares	FOR	65

We may also transact any other business that may properly come before the Annual Meeting. As of the date of this notice and the attached proxy statement, we are not aware of any business to be presented for consideration other than the matters described above and in the proxy statement.

Regardless of the number of shares you own, your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. Your proxy will not be used if you attend and vote at the Annual Meeting, and you may change or revoke your proxy selection at any time before the Annual Meeting.

Teleconference Option. Shareholders will also have the option to listen to the meeting via teleconference. To listen to the live teleconference, shareholders should dial 1-800-717-1738. Those shareholders planning to listen should connect to the teleconference at least ten (10) minutes prior to the start of the meeting, as an operator will register your name. While shareholders will be able to listen to the meeting via teleconference, they will not be able to vote or revoke a proxy via this manner of participation.

				By Order of the Board of Directors,
				Bradley C. Arnett
				Executive Vice President, Chief Legal Officer and Corporate Secretary

March 18, 2026
Jasper, Indiana

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PROXY STATEMENT TABLE OF CONTENTS

	Proxy Statement and Annual Meeting Summary					1
	Voting Matters					1
	2025 Performance Highlights					2
	Board of Directors Overview					3
	Corporate Governance Highlights					6
	Sustainability Priorities					7
	Corporate Governance and Board Matters					9
	Board Leadership Structure					9
	Director Independence					9
	Subsidiary Board Memberships					9
	Risk Oversight					10
	Board Meetings and Committee Information					12
	Code of Business Conduct					13
	Corporate Governance Guidelines					13
	Director Nominations Process					14
	Shareholder Communications and Engagement with Directors and Executive Management					15
	Members of the Board (Biographies)					16
	Information About the Meeting and Voting					20
	Shareholders Entitled to Vote					20
	Attending the Meeting					20
	Voting Options on Each of the Proposals					20
	Board’s Voting Recommendations					21
	Voting By Proxy (Shareholders of Record)					21
	Voting for Beneficial Owners (Shares Held in Street Name)					21
	Required Votes					22
	Quorum					22
	Voting on Possible Other Matters					22
	Revocation of Proxies or Voting Instructions					23
	Solicitation of Proxies					23
	Proposal 1 — Election of Directors					24
	Executive Officers					26
	Ownership of Common Shares By Directors and Executive Officers					27
	Principal Owners of Common Shares					28
	Principal Accountant Fees and Services					29
	Report of the Audit Committee					30
	Executive Compensation and Related Information					31
	Compensation/Human Resources Committee Governance					31
	Compensation Committee Interlocks and Insider Participation					32
	Compensation Discussion and Analysis					32
	Our Compensation Objectives					32
	How We Set Executive Compensation					32
	Peer Group Selection and Analysis					33

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	Executive Pay Versus Peer Performance Analysis					34
	The Company’s 2025 Financial Performance					35
	Executive Compensation Components					35
	Vesting and Retention Provisions Applicable to LTI Awards					43
	Clawback Policy					43
	Repricing and Underwater Grant Buyback Prohibitions					44
	Insider Trading Policy and Anti-Hedging Provision					44
	Executive Stock Ownership/Holding Requirements					44
	Other 2019 LTI Plan Governance Features					44
	Retirement/Deferred Compensation Benefits					45
	Other Compensation					46
	Compensation Committee Report					46
	Risk Assessment					47
	Executive Compensation					47
	Summary Compensation Table					48
	Grants of Plan-Based Awards					50
	Option Exercises and Stock Vested					51
	Outstanding Equity Awards at Fiscal Year-End					52
	Nonqualified Deferred Compensation					52
	Pension Benefits					53
	Potential Payments upon Termination or Change in Control					54
	Equity Grant Timing Practices					55
	CEO Pay Ratio					55
	Pay Versus Performance					56
	Director Compensation					60
	Transactions with Related Persons					62
	Proposal 2 — Advisory Vote on Executive Compensation					63
	Proposal 3 — Advisory Vote on the Approval of the Appointment of Independent Registered Public Accounting Firm					64
	Proposal 4 — Approval of Amendment to Amended and Restated Articles of Incorporation					65
	Delinquent Section 16(a) Reports					66
	Shareholder Proposals For 2027 Annual Meeting					66

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PROXY STATEMENT AND ANNUAL MEETING SUMMARY

We are sending this proxy statement and the accompanying proxy card to you as a shareholder of German American Bancorp, Inc., an Indiana corporation, in connection with the solicitation of proxies for the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Our Board of Directors is soliciting proxies for use at the Annual Meeting, or at any postponement or adjournment of the Annual Meeting.

In this proxy statement, the “Company,” “German American,” “we,” “our,” or “us” all refer to German American Bancorp, Inc. and its subsidiaries, unless the context otherwise requires. We also refer to the Board of Directors of the Company in this proxy statement as the “Board” or “our Board.” References in this proxy statement to “common shares” or “shares” refer to the Company’s common shares.

We are mailing this proxy statement, together with our 2025 annual report (Form 10-K) and summary annual report, a proxy card and an invitation to attend the Annual Meeting, to our shareholders on or about March 25, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 27, 2026:

This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available free of charge at www.edocumentview.com/GABC.

Voting Matters

Proposals

At the Annual Meeting, shareholders of German American Bancorp, Inc. will be asked to consider and vote on the following proposals:

Proposals		Board’s Recommendation	Page Reference
	To elect four (4) directors, each to serve until the 2029 annual meeting of our shareholders	FOR all director nominees	24
	Approve, on an advisory basis, the compensation of our Named Executive Officers	FOR	63
	Approve, on an advisory basis, the appointment of Crowe LLP as our independent registered public accounting firm for 2025	FOR	64
	Approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of shares of common stock which we are authorized to issue from 45,000,000 shares to 90,000,000 shares	FOR	65

We may also transact any other business that may properly come before the Annual Meeting. As of the date of this proxy statement, we are not aware of any business to be presented for consideration other than the matters described in this proxy statement.

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Ways to Vote Your Proxy


INTERNET	TELEPHONE	MAIL
Go to: www.envisionreports.com/GABC Have your proxy card in hand when you access the website. Follow the steps outlined on the secured website. You may vote up until 2:00 AM Eastern Time on April 27, 2026.	Call 1-800-652-VOTE (8683) toll free up until 2:00 AM Eastern Time on April 27, 2026. Have your proxy card in hand when you call. Follow the instructions provided by the recorded message.	Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or mail it to Proxy Services, c/o Computershare Investor Services, P.O. Box 43078, Providence, RI 02940-3078.

2025 Performance Highlights

Heartland Merger

Effective February 1, 2025, the Company completed its previously-announced acquisition of Heartland BancCorp (“Heartland”) through the merger of Heartland with and into the Company, which was immediately followed by Heartland’s subsidiary bank, Heartland Bank, being merged with and into the Company’s subsidiary bank, German American Bank. Heartland, headquartered in Whitehall, Ohio, operated 20 retail banking offices located in Columbus, Ohio and Greater Cincinnati. As of December 31, 2024, Heartland had total assets of approximately $1.97 billion, total loans of approximately $1.56 billion, and total deposits of approximately $1.75 billion. The Company issued approximately 7.74 million shares of its common stock, and paid approximately $23.1 million in cash, in exchange for all of the issued and outstanding shares of common stock of Heartland and in cancellation of all options to acquire Heartland common stock outstanding as of the effective time of the merger.

Financial Results

For the year ended December 31, 2025, the Company reported net income of $112.6 million, or $3.06 per share, representing an increase of $28.8 million, or approximately 8% on a per share basis, from the year ended December 31, 2024 net income of $83.8 million, or $2.83 per share. This level of reported net income resulted in a 10.7% return on average shareholders’ equity, which marked the 21st consecutive fiscal year in which the Company has delivered a double-digit return on shareholders’ equity.

Net income for the year was impacted by the following non-recurring items:

●

Merger-related expenses associated with the Company’s Heartland transaction totaled approximately $6,996,000 ($5,418,000, on an after-tax basis, or $0.15 per share).

●

The Current Expected Credit Losses (“CECL”) “Day 2” provision (as described in more detail below) in the amount of $16,200,000 ($12,150,000, on an after-tax basis, or $0.33 per share), for acquired loans that have only insignificant credit deterioration (i.e., non-PCD loans) related to the Heartland merger.

●

A net gain on the extinguishment of debt in the amount of $692,000 ($519,000, on an after-tax basis, or $0.01 per share), resulting from the redemption of fixed-to-floating rate subordinated notes in the principal amount of (i) $24,300,000 on September 15, 2025, and (ii) $40,000,000 on December 30, 2025.

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In a transaction like the Heartland merger, applicable accounting rules require the acquirer to recognize an allowance for credit losses in the period of acquisition for both purchased credit deterioration (“PCD”) assets and non-PCD assets. The determination of PCD versus non-PCD determines how the allowance for credit loss flows through the financial statements. For PCD assets, the gross-up method includes the impact in the “Day 1” business combination entries with no impact to expense. For non-PCD assets, the impact is reflected outside of the business combination entries (sometimes referred to as “Day 2”) and is reflected in expense.

Board of Directors Overview

Our full Board currently consists of fourteen (14) directors, after having increased its size from the thirteen (13) members who were members of our Board at the conclusion of the 2025 annual meeting of the Company’s shareholders. Andrew M. Seger was appointed to our Board, effective as of July 1, 2025, after having been identified and recruited by the Board’s Governance/Nominating Committee. Our Board is also divided into three classes, and directors in each class generally serve a three-year term. The terms of each class expire at successive annual meetings so that the shareholders elect one class of directors at each annual meeting.

Diane B. Medley and Jack W. Sheidler are ineligible to stand for re-election at this year’s Annual Meeting because each such director has attained the mandatory retirement age specified by our Company’s Bylaws (which provide that a director may not be elected after reaching the age of 69 years). In light of the vacancies that will result from these retirements and in accordance with our Company’s Bylaws, our Board has elected to reduce the number of directors from fourteen (14) to twelve (12), effective as of the date of this year’s annual meeting. In addition, in order that the number of directors in each of our Board’s three (3) classes is as nearly equal as possible, effective as of the date of this year’s annual meeting, Tyson J. Wagler will be moved to the class standing for election at this year’s Annual Meeting.

The classification of our Board, as of the date of this year’s Annual Meeting, will be:

Terms Expiring at this Annual Meeting

Name

Age

Independent

Director
Since

Occupation

Angela Curry

YES

2023

General Counsel/Vice President for Legal, Governance & Strategic Initiatives, University of Louisville

M. Darren Root

YES

2013

Partner with Better Everyday, LLC, a membership-based consulting firm dedicated to small and mid-size accounting firms

Andrew M. Seger

YES

2025

Chief Financial Officer and Senior Vice President of Sales for Wabash Valley Produce, Inc.

Tyson J. Wagler

YES

2019

Partner in Frette & Wagler LLC, a Washington, Indiana-based CPA firm

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Terms Expiring at the 2027 Annual Meeting

Name

Age

Independent

Director
Since

Occupation

Marc D. Fine

YES

2011

Attorney and Evansville Managing Member of Jackson Kelly PLLC

Jason M. Kelly

YES

2019

Chief Financial Officer of Jasper Holdings, Inc., parent company of Jasper Engines & Transmissions, Weller Truck Parts, and Jenkins Plumbing

Christina M. Ryan

YES

2019

Chief Executive Officer, the Women’s Hospital, Newburgh, Indiana, which is part of the Deaconess Health System

Ronnie R. Stokes

YES

2025

President & Chief Executive Officer of Three Leaf Productions, and on-air analyst for The Ohio State University Men’s Basketball radio network

Terms Expiring at the 2028 Annual Meeting

Name

Age

Independent

Director
Since

Occupation

Zachary W. Bawel

YES

2018

President of Jasper Holdings, Inc., parent company of Jasper Engines & Transmissions, Weller Truck Parts, and Jenkins Plumbing

D. Neil Dauby

2021

SEC Form PRE 14A filed by German American Bancorp Inc.