# German American Bancorp (GABC) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 6, 2026, 3:31 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0000714395-26-000032
- OpenCapital page: https://www.opencapital.sh/filings/0000714395-26-000032
- Markdown URL: https://www.opencapital.sh/filings/0000714395-26-000032.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/0000714395-26-000032-index.htm

## Filing documents

- [10-Q (gabc-20260630.htm)](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/gabc-20260630.htm)
- [EX-3.1 (ex31-gabccompositearticles.htm)](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/ex31-gabccompositearticles.htm)
- [EX-10.1 (ex101-descriptionofdirecto.htm)](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/ex101-descriptionofdirecto.htm)
- [EX-31.1 (exhibit311-q22026.htm)](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/exhibit311-q22026.htm)
- [EX-31.2 (exhibit312-q22026.htm)](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/exhibit312-q22026.htm)
- [EX-32.1 (exhibit321-q22026.htm)](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/exhibit321-q22026.htm)
- [EX-32.2 (exhibit322-q22026.htm)](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/exhibit322-q22026.htm)

---

## 10-Q

SEC source: [gabc-20260630.htm](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/gabc-20260630.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2026

Commission File Number 001-15877

German American Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Indiana 35-1547518

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

711 Main Street, Jasper, Indiana 47546

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (812) 482-1314

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes   x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company:

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, no par value GABC Nasdaq Global Select Market

As of August 1, 2026, the registrant had 37,578,808 outstanding shares of Common Stock, no par value.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

Information included in or incorporated by reference in this Quarterly Report on Form 10-Q, our other filings with the Securities and Exchange Commission (the “SEC”) and our press releases or other public statements contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Please refer to the discussions of our forward-looking statements and associated risks in our Annual Report on Form 10-K for the year ended December 31, 2025, in Item 1, “Business - Forward-Looking Statements and Associated Risks” and our discussion of risk factors in Item 1A, “Risk Factors” of that Annual Report on Form 10-K, as updated and supplemented from time to time by our subsequent SEC filings, including by the discussion under the heading “Forward-Looking Statements and Associated Risks” at the conclusion of Item 2 of Part I of this Report (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”), and by the additional risk factors set forth in Part II, Item 1A, “Risk Factors” of this Report.

*****

INDEX

Glossary of Terms and Acronyms [4](#i1a91e646d93f465790618a5a7a01d0b2_13)

PART I. FINANCIAL INFORMATION [6](#i1a91e646d93f465790618a5a7a01d0b2_16)

Item 1. Unaudited Financial Statements [6](#i1a91e646d93f465790618a5a7a01d0b2_19)

Consolidated Balance Sheets – June 30, 2026 and December 31, 2025 [6](#i1a91e646d93f465790618a5a7a01d0b2_22)

Consolidated Statements of Income – Three Months Ended June 30, 2026 and 2025 [7](#i1a91e646d93f465790618a5a7a01d0b2_25)

Consolidated Statements of Income – Six Months Ended June 30, 2026 and 2025 [8](#i1a91e646d93f465790618a5a7a01d0b2_28)

Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2026 and 2025 [9](#i1a91e646d93f465790618a5a7a01d0b2_31)

Consolidated Statements of Changes in Shareholders’ Equity - Three and Six Months Ended June 30, 2026 and 2025 [10](#i1a91e646d93f465790618a5a7a01d0b2_34)

Consolidated Statements of Cash Flows – Six Months Ended June 30, 2026 and 2025 [11](#i1a91e646d93f465790618a5a7a01d0b2_37)

Notes to Consolidated Financial Statements – June 30, 2026 [12](#i1a91e646d93f465790618a5a7a01d0b2_40)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations [45](#i1a91e646d93f465790618a5a7a01d0b2_97)

Item 3. Quantitative and Qualitative Disclosures About Market Risk [61](#i1a91e646d93f465790618a5a7a01d0b2_118)

Item 4. Controls and Procedures [63](#i1a91e646d93f465790618a5a7a01d0b2_121)

PART II. OTHER INFORMATION [64](#i1a91e646d93f465790618a5a7a01d0b2_124)

Item 1. Legal Proceedings [64](#i1a91e646d93f465790618a5a7a01d0b2_133)

Item 1A. Risk Factors [64](#i1a91e646d93f465790618a5a7a01d0b2_133)

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds [64](#i1a91e646d93f465790618a5a7a01d0b2_133)

Item 3. Defaults Upon Senior Securities [64](#i1a91e646d93f465790618a5a7a01d0b2_133)

Item 4. Mine Safety Disclosures [64](#i1a91e646d93f465790618a5a7a01d0b2_133)

Item 5. Other Information [64](#i1a91e646d93f465790618a5a7a01d0b2_133)

Item 6. Exhibits [66](#i1a91e646d93f465790618a5a7a01d0b2_145)

SIGNATURES [67](#i1a91e646d93f465790618a5a7a01d0b2_148)

GLOSSARY OF TERMS AND ACRONYMS

As used in this Report, references to “German American,” “Company,” “we,” “our,” “us,” and similar terms refer to German American Bancorp, Inc. and its consolidated subsidiaries as a whole. Occasionally, we will refer to the terms “German American Bancorp,” “Bancorp,” “parent company” or “holding company” when we mean to refer to only German American Bancorp, Inc. and the term “Bank” when we mean to refer only to German American Bank, the Company’s bank subsidiary.

The terms and acronyms identified below are used throughout this Report, including the Notes to Consolidated Financial Statements. You may find it helpful to refer to this Glossary as you read this Report.

2019 ESPP: German American Bancorp, Inc. 2019 Employee Stock Purchase Plan

2019 LTI Plan: German American Bancorp, Inc. 2019 Long-Term Equity Incentive Plan

ACL: Allowance for credit losses

ASU: Accounting Standards Update

Basel III Rules: Regulatory capital rules agreed to by the Basel Committee on Banking Supervision, as issued by the FRB and OCC and published in the Federal Register on October 11, 2013

CECL: Current expected credit losses, which are the subject of an accounting standard under GAAP

CET1: Common Equity Tier 1

CMO: Collateralized mortgage obligations

CRE: Commercial Real Estate

“Day 2” Adjustment: An adjustment to the provision for credit losses, as required by GAAP prior to adoption of ASU 2025-08, “Financial Instruments - Credit Losses (Topic 326): Purchased Loans,” to recognize the full lifetime expected credit loss for non-PCD assets at the time of a business combination. See “CRITICAL ACCOUNTING POLICIES AND ESTIMATES – Allowance for Credit Losses” under Item 2 of this Report (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”).

Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act

FASB: Financial Accounting Standards Board

FDIC: Federal Deposit Insurance Corporation

federal banking

regulators: The FRB, the OCC, and the FDIC, collectively

FHLB: Federal Home Loan Bank

FRB: Board of Governors of the Federal Reserve System

GAAP: Generally Accepted Accounting Principles in the United States of America

Heartland: Heartland BancCorp, which was acquired by the Company on February 1, 2025

MBS: Mortgage-backed securities

NPV: Net portfolio value

OCC: Office of the Comptroller of the Currency

PCD: Purchased with credit deterioration

SEC: Securities and Exchange Commission

PART  I.         FINANCIAL INFORMATION

## Item 1. Unaudited Financial Statements

**GERMAN AMERICAN BANCORP, INC.**

### CONSOLIDATED BALANCE SHEETS

_(unaudited, dollars in thousands except share and per share data)_

| Line item | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| ASSETS |  |  |
| Cash and Due from Banks | $79,646 | $71,428 |
| Federal Funds Sold and Other Short-term Investments | 14,512 | 46,954 |
| Cash and Cash Equivalents | 94,158 | 118,382 |
| Interest-bearing Time Deposits with Banks | 500 | 500 |
| Securities Available-for-Sale, at Fair Value (Amortized Cost $1,892,688 for June 30, 2026; Amortized Cost $1,865,732 for December 31, 2025; No Allowance for Credit Losses) | 1,684,036 | 1,657,394 |
| Other Investments | 353 | 353 |
| Loans Held-for-Sale, at Fair Value | 5,839 | 7,817 |
| Loans | 5,941,410 | 5,884,448 |
| Less: Unearned Income | (9,175) | (9,351) |
| Allowance for Credit Losses | (79,374) | (77,694) |
| Loans, Net | 5,852,861 | 5,797,403 |
| Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost | 17,415 | 17,688 |
| Premises, Furniture and Equipment, Net | 137,599 | 139,001 |
| Other Real Estate | — | 68 |
| Goodwill | 375,470 | 375,470 |
| Intangible Assets | 28,894 | 33,790 |
| Company Owned Life Insurance | 110,865 | 109,585 |
| Accrued Interest Receivable and Other Assets | 132,008 | 131,329 |
| TOTAL ASSETS | $8,439,998 | $8,388,780 |
| LIABILITIES |  |  |
| Non-interest-bearing Demand Deposits | $1,967,770 | $1,944,831 |
| Interest-bearing Demand, Savings, and Money Market Accounts | 3,676,343 | 3,755,374 |
| Time Deposits | 1,351,650 | 1,289,537 |
| Total Deposits | 6,995,763 | 6,989,742 |
| FHLB Advances and Other Borrowings | 169,037 | 182,683 |
| Accrued Interest Payable and Other Liabilities | 63,638 | 54,030 |
| TOTAL LIABILITIES | 7,228,438 | 7,226,455 |
| SHAREHOLDERS’ EQUITY |  |  |
| Common Stock, no par value, $1 stated value; 45,000,000 shares authorized | 37,577 | 37,496 |
| Additional Paid-in Capital | 708,055 | 706,818 |
| Retained Earnings | 631,097 | 582,945 |
| Accumulated Other Comprehensive Income (Loss) | (165,169) | (164,934) |
| TOTAL SHAREHOLDERS’ EQUITY | 1,211,560 | 1,162,325 |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $8,439,998 | $8,388,780 |
| End of period shares issued and outstanding | 37,576,750 | 37,495,679 |

See accompanying notes to consolidated financial statements.

**GERMAN AMERICAN BANCORP, INC.**

### CONSOLIDATED STATEMENTS OF INCOME

_(unaudited, dollars in thousands except per share data)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| INTEREST INCOME |  |  |
| Interest and Fees on Loans | $93,513 | $90,002 |
| Interest on Federal Funds Sold and Other Short-term Investments | 1,186 | 3,932 |
| Interest and Dividends on Securities: |  |  |
| Taxable | 9,924 | 9,139 |
| Non-taxable | 3,559 | 3,362 |
| TOTAL INTEREST INCOME | 108,182 | 106,435 |
| INTEREST EXPENSE |  |  |
| Interest on Deposits | 25,176 | 30,635 |
| Interest on FHLB Advances and Other Borrowings | 1,798 | 2,645 |
| TOTAL INTEREST EXPENSE | 26,974 | 33,280 |
| NET INTEREST INCOME | 81,208 | 73,155 |
| Provision for Credit Losses | 1,500 | 1,200 |
| NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES | 79,708 | 71,955 |
| NON-INTEREST INCOME |  |  |
| Wealth Management Fees | 5,010 | 4,165 |
| Service Charges on Deposit Accounts | 3,988 | 3,714 |
| Company Owned Life Insurance | 667 | 703 |
| Interchange Fee Income | 5,328 | 5,057 |
| Other Operating Income | 2,204 | 1,815 |
| Net Gains on Sales of Loans | 1,549 | 1,279 |
| Net Gains on Securities | — | — |
| TOTAL NON-INTEREST INCOME | 18,746 | 16,733 |
| NON-INTEREST EXPENSE |  |  |
| Salaries and Employee Benefits | 27,142 | 26,638 |
| Occupancy, Furniture and Equipment Expense | 5,178 | 4,751 |
| FDIC Premiums | 936 | 888 |
| Data Processing Fees | 4,358 | 4,086 |
| Professional Fees | 2,144 | 2,112 |
| Advertising and Promotion | 1,240 | 1,300 |
| Intangible Amortization | 2,362 | 2,803 |
| Other Operating Expenses | 7,022 | 6,939 |
| TOTAL NON-INTEREST EXPENSE | 50,382 | 49,517 |
| Income before Income Taxes | 48,072 | 39,171 |
| Income Tax Expense | 9,900 | 7,810 |
| NET INCOME | $38,172 | $31,361 |
| Basic Earnings per Share | $1.02 | $0.84 |
| Diluted Earnings per Share | $1.02 | $0.84 |

See accompanying notes to consolidated financial statements.

**GERMAN AMERICAN BANCORP, INC.**

### CONSOLIDATED STATEMENTS OF INCOME

_(unaudited, dollars in thousands except per share data)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| INTEREST INCOME |  |  |
| Interest and Fees on Loans | $185,786 | $171,507 |
| Interest on Federal Funds Sold and Other Short-term Investments | 1,498 | 6,148 |
| Interest and Dividends on Securities: |  |  |
| Taxable | 19,595 | 18,260 |
| Non-taxable | 7,011 | 6,736 |
| TOTAL INTEREST INCOME | 213,890 | 202,651 |
| INTEREST EXPENSE |  |  |
| Interest on Deposits | 49,874 | 57,663 |
| Interest on FHLB Advances and Other Borrowings | 3,957 | 5,261 |
| TOTAL INTEREST EXPENSE | 53,831 | 62,924 |
| NET INTEREST INCOME | 160,059 | 139,727 |
| Provision for Credit Losses | 3,500 | 16,500 |
| NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES | 156,559 | 123,227 |
| NON-INTEREST INCOME |  |  |
| Wealth Management Fees | 9,519 | 8,001 |
| Service Charges on Deposit Accounts | 7,814 | 7,200 |
| Company Owned Life Insurance | 1,304 | 1,278 |
| Interchange Fee Income | 10,104 | 9,478 |
| Other Operating Income | 4,199 | 3,404 |
| Net Gains on Sales of Loans | 3,032 | 2,212 |
| Net Gains (Losses) on Securities | — | — |
| TOTAL NON-INTEREST INCOME | 35,972 | 31,573 |
| NON-INTEREST EXPENSE |  |  |
| Salaries and Employee Benefits | 55,454 | 54,678 |
| Occupancy, Furniture and Equipment Expense | 10,514 | 9,414 |
| FDIC Premiums | 1,937 | 1,788 |
| Data Processing Fees | 8,626 | 9,581 |
| Professional Fees | 4,135 | 6,296 |
| Advertising and Promotion | 2,856 | 2,754 |
| Intangible Amortization | 4,833 | 4,873 |
| Other Operating Expenses | 14,395 | 12,915 |
| TOTAL NON-INTEREST EXPENSE | 102,750 | 102,299 |
| Income before Income Taxes | 89,781 | 52,501 |
| Income Tax Expense | 18,457 | 10,623 |
| NET INCOME | $71,324 | $41,878 |
| Basic Earnings per Share | $1.90 | $1.16 |
| Diluted Earnings per Share | $1.90 | $1.16 |

See accompanying notes to consolidated financial statements.

**GERMAN AMERICAN BANCORP, INC.**

### CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

_(unaudited, dollars in thousands)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| NET INCOME | $38,172 | $31,361 |
| Other Comprehensive Income: |  |  |
| Unrealized Gains (Losses) on Securities: |  |  |
| Unrealized Holding Gain (Loss) Arising During the Period | 12,120 | 2,702 |
| Tax Effect | (2,548) | (581) |
| Net of Tax | 9,572 | 2,121 |
| Total Other Comprehensive Income (Loss) | 9,572 | 2,121 |
| COMPREHENSIVE INCOME | $47,744 | $33,482 |

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| NET INCOME | $71,324 | $41,878 |
| Other Comprehensive Income: |  |  |
| Unrealized Gains (Losses) on Securities: |  |  |
| Unrealized Holding Gain (Loss) Arising During the Period | (314) | 16,390 |
| Tax Effect | 79 | (3,486) |
| Net of Tax | (235) | 12,904 |
| Total Other Comprehensive Income (Loss) | (235) | 12,904 |
| COMPREHENSIVE INCOME | $71,089 | $54,782 |

See accompanying notes to consolidated financial statements.

**GERMAN AMERICAN BANCORP, INC.**

### CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

_(unaudited, dollars in thousands)_

| Line item | Common Stock / Shares | Common Stock / Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders’ Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balances, January 1, 2026 | 37,495,679 | $37,496 | $706,818 | $582,945 | $(164,934) | $1,162,325 |
| Net Income | — | — | — | 33,152 | — | 33,152 |
| Other Comprehensive Income (Loss) | — | — | — | — | (9,807) | (9,807) |
| Cash Dividends ($0.31 per share) | — | — | — | (11,582) | — | (11,582) |
| Issuance of Common Stock for: |  |  |  |  |  |  |
| Restricted Share Grants Net | 69,599 | 69 | 430 | — | — | 499 |
| Balances, March 31, 2026 | 37,565,278 | $37,565 | $707,248 | $604,515 | $(174,741) | $1,174,587 |
| Net Income | — | — | — | 38,172 | — | 38,172 |
| Other Comprehensive Income (Loss) | — | — | — | — | 9,572 | 9,572 |
| Cash Dividends ($0.31 per share) | — | — | — | (11,590) | — | (11,590) |
| Issuance of Common Stock for: |  |  |  |  |  |  |
| Restricted Share Grants Net | 11,472 | 12 | 807 | — | — | 819 |
| Balances, June 30, 2026 | 37,576,750 | $37,577 | $708,055 | $631,097 | $(165,169) | $1,211,560 |

| Line item | Common Stock / Shares | Common Stock / Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders’ Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balances, January 1, 2025 | 29,677,093 | $29,677 | $392,266 | $513,588 | $(220,464) | $715,067 |
| Net Income | — | — | — | 10,517 | — | 10,517 |
| Other Comprehensive Income (Loss) | — | — | — | — | 10,783 | 10,783 |
| Cash Dividends ($0.29 per share) | — | — | — | (10,813) | — | (10,813) |
| Issuance of Common Stock for: |  |  |  |  |  |  |
| Acquisition of Heartland BancCorp | 7,742,723 | 7,743 | 312,264 | — | — | 320,007 |
| Restricted Share Grants Net | 61,900 | 61 | 420 | — | — | 481 |
| Balances, March 31, 2025 | 37,481,716 | $37,481 | $704,950 | $513,292 | $(209,681) | $1,046,042 |
| Net Income | — | — | — | 31,361 | — | 31,361 |
| Other Comprehensive Income (Loss) | — | — | — | — | 2,121 | 2,121 |
| Cash Dividends ($0.29 per share) | — | — | — | (10,819) | — | (10,819) |
| Issuance of Common Stock for: |  |  |  |  |  |  |
| Restricted Share Grants Net | 11,098 | 12 | 787 | — | — | 799 |
| Balances, June 30, 2025 | 37,492,814 | $37,493 | $705,737 | $533,834 | $(207,560) | $1,069,504 |

See accompanying notes to consolidated financial statements.

**GERMAN AMERICAN BANCORP, INC.**

### CONSOLIDATED STATEMENTS OF CASH FLOWS

_(unaudited, dollars in thousands)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES |  |  |
| Net Income | $71,324 | $41,878 |
| Adjustments to Reconcile Net Income to Net Cash from Operating Activities: |  |  |
| Net (Accretion) Amortization on Securities | (856) | (892) |
| Depreciation and Amortization | 9,651 | 8,550 |
| Loans Originated for Sale | (120,840) | (73,416) |
| Proceeds from Sales of Loans Held-for-Sale | 125,141 | 70,738 |
| Provision for Credit Losses | 3,500 | 16,500 |
| Gain on Sale of Loans, Net | (3,032) | (2,212) |
| Loss on Sales of Other Real Estate and Repossessed Assets | 22 | — |
| Gain on Disposition of Premises and Equipment | (20) | (45) |
| Increase in Cash Surrender Value of Company Owned Life Insurance | (1,280) | (922) |
| Equity Based Compensation | 1,318 | 1,280 |
| Change in Assets and Liabilities: |  |  |
| Interest Receivable and Other Assets | 1,055 | 1,819 |
| Interest Payable and Other Liabilities | 9,174 | 1,566 |
| Net Cash from Operating Activities | 95,157 | 64,844 |
| CASH FLOWS FROM INVESTING ACTIVITIES |  |  |
| Proceeds from Maturities, Calls, and Redemptions of Securities Available-for-Sale | 343,734 | 266,786 |
| Proceeds from Sales of Securities Available-for-Sale | 14,984 | 205,376 |
| Purchase of Securities Available-for-Sale | (384,818) | (289,086) |
| Proceeds from Redemption of Federal Home Loan Bank Stock | 273 | 3,449 |
| Proceeds from Sale of Loans Held for Investment | — | 18,443 |
| Loans Made to Customers, Net of Payments Received | (58,958) | (115,164) |
| Proceeds from Sales of Other Real Estate | 46 | — |
| Property and Equipment Expenditures | (3,918) | (2,004) |
| Proceeds from Sales of Land and Buildings | 345 | 75 |
| Acquisition of Heartland BancCorp | — | 22,665 |
| Net Cash from Investing Activities | (88,312) | 110,540 |
| CASH FLOWS FROM FINANCING ACTIVITIES |  |  |
| Change in Deposits | 5,978 | (104,815) |
| Change in Short-term Borrowings | (13,730) | (37,500) |
| Advances in Long-term Debt | — | — |
| Repayments of Long-term Debt | (145) | (81) |
| Dividends Paid | (23,172) | (21,632) |
| Net Cash from Financing Activities | (31,069) | (164,028) |
| Net Change in Cash and Cash Equivalents | (24,224) | 11,356 |
| Cash and Cash Equivalents at Beginning of Year | 118,382 | 188,792 |
| Cash and Cash Equivalents at End of Period | $94,158 | $200,148 |

| Cash Paid During the Period for |  |  |
| --- | --- | --- |
| Interest | $$56,243 | 62,844 |
| Income Taxes | 18,075 | 10,900 |
| Supplemental Non Cash Disclosures |  |  |
| Interest Rate Swap Fair Value Adjustment | $$(860) | (1,259) |

See Note 16 regarding non-cash transactions included in the acquisition.

See accompanying notes to consolidated financial statements.

GERMAN AMERICAN BANCORP, INC.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 1 – Basis of Presentation and Market Conditions

German American Bancorp, Inc. operates primarily in the banking industry. The accounting and reporting policies of German American Bancorp, Inc. and its subsidiaries (hereinafter collectively referred to as the “Company”) conform to U.S. generally accepted accounting principles. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the periods reported have been included in the accompanying unaudited consolidated financial statements, and all such adjustments are of a normal recurring nature. It is suggested that these consolidated financial statements and notes be read in conjunction with the financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Certain items included in the prior period financial statements were reclassified to conform to the current presentation. There was no effect on net income or total shareholders’ equity based on these reclassifications.

### NOTE 2 - Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

In November 2025, the FASB issued ASU 2025-08, “Financial Instruments - Credit Losses (Topic 326): Purchased Loans”. This guidance amends how entities account for certain acquired loans under the current expected credit loss (CECL) model by expanding the “gross-up” approach to include purchased seasoned loans rather than only including purchased credit-deteriorated assets. The guidance also eliminates the double count of expected credit losses that previously occurred when purchased loans were recorded at fair value with a credit loss discount and then separately recognized through a provision to establish the credit loss allowance. This guidance is effective for annual reporting periods beginning after December 15, 2026 including interim periods within those years. Early adoption is permitted. At March 31, 2026, the Company early adopted ASU 2025-08. The Company expects the amendments to primarily affect the accounting for loans acquired in future business combinations or asset acquisitions; as such, there was no impact in the current quarter.

Issued But Not Yet Effective

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This guidance requires public companies to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period. Specifically, public companies will be required to disclose in tabular format the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. Within the same tabular disclosure, an entity must disclose certain expense, gain, or loss amounts that are already required to be disclosed under current GAAP. Further, an entity must provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. In addition, an entity must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and will be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on the Company’s financial statements.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 3 – Per Share Data

The computation of Basic Earnings per Share and Diluted Earnings per Share is as follows:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Basic Earnings per Share: |  |  |
| Net Income | $38,172 | $31,361 |
| Weighted Average Shares Outstanding | 37,564,295 | 37,479,342 |
| Basic Earnings per Share | $1.02 | $0.84 |
| Diluted Earnings per Share: |  |  |
| Net Income | $38,172 | $31,361 |
| Weighted Average Shares Outstanding | 37,564,295 | 37,479,342 |
| Potentially Dilutive Shares, Net | — | — |
| Diluted Weighted Average Shares Outstanding | 37,564,295 | 37,479,342 |
| Diluted Earnings per Share | $1.02 | $0.84 |

For the three months ended June 30, 2026 and 2025, there were no anti-dilutive shares.

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Basic Earnings per Share: |  |  |
| Net Income | $71,324 | $41,878 |
| Weighted Average Shares Outstanding | 37,541,192 | 36,087,762 |
| Basic Earnings per Share | $1.90 | $1.16 |
| Diluted Earnings per Share: |  |  |
| Net Income | $71,324 | $41,878 |
| Weighted Average Shares Outstanding | 37,541,192 | 36,087,762 |
| Potentially Dilutive Shares, Net | — | — |
| Diluted Weighted Average Shares Outstanding | 37,541,192 | 36,087,762 |
| Diluted Earnings per Share | $1.90 | $1.16 |

For the six months ended June 30, 2026 and 2025, there were no anti-dilutive shares.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 4 – Securities

The amortized cost, unrealized gross gains and losses recognized in accumulated other comprehensive income (loss), and fair value of securities available-for-sale were as follows:

| Securities Available-for-Sale: / June 30, 2026 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value |
| --- | --- | --- | --- | --- |
| U.S. Treasury | $124,910 | $9 | $(1) | $124,918 |
| Obligations of State and Political Subdivisions | 610,773 | 1,113 | (100,252) | 511,634 |
| MBS/CMO | 823,265 | 1,267 | (83,707) | 740,825 |
| US Gov’t Sponsored Entities & Agencies | 333,740 | 371 | (27,452) | 306,659 |
| Total | $1,892,688 | $2,760 | $(211,412) | $1,684,036 |
| December 31, 2025 |  |  |  |  |
| U.S. Treasury | $152,026 | $64 | — | $152,090 |
| Obligations of State and Political Subdivisions | 603,528 | 822 | (106,744) | 497,606 |
| MBS/CMO | 795,574 | 4,714 | (80,746) | 719,542 |
| US Gov’t Sponsored Entities & Agencies | 314,604 | 853 | (27,301) | 288,156 |
| Total | $1,865,732 | $6,453 | $(214,791) | $1,657,394 |

All mortgage-backed securities in the above table (identified above and throughout this Note 4 as “MBS/CMO”) are residential and multi-family mortgage-backed securities and guaranteed by government sponsored entities. The US Gov’t Sponsored Entities & Agencies in the above table include securities that have underlying collateral of equipment, machinery and commercial real estate.

The amortized cost and fair value of securities available-for-sale at June 30, 2026 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because some issuers have the right to call or prepay certain obligations with or without call or prepayment penalties. Mortgage-backed securities are not due at a single maturity date and are shown separately.

| Securities Available-for-Sale: | Amortized Cost | Fair Value |
| --- | --- | --- |
| Due in one year or less | $126,370 | $126,380 |
| Due after one year through five years | 11,678 | 11,546 |
| Due after five years through ten years | 71,107 | 63,859 |
| Due after ten years | 526,528 | 434,767 |
| MBS/CMO | 823,265 | 740,825 |
| US Gov’t Sponsored Entities & Agencies | 333,740 | 306,659 |
| Total | $1,892,688 | $1,684,036 |

During the first quarter of 2025, the Company sold approximately $204.9 million in securities that were acquired as part of the February 1, 2025 Heartland acquisition. As the Company had recorded the securities at fair value at the time of closing, no gain or loss was incurred on such sale.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 4 - Securities (continued)

Proceeds from the sales of securities are summarized below:

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Proceeds from Sales | $14,984 | — |
| Gross Gains on Sales | — | — |
| Gross Losses on Sales | — | — |
| Income Taxes on Net Gains (Losses) | — | — |

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Proceeds from Sales | $14,984 | $205,376 |
| Gross Gains on Sales | — | — |
| Gross Losses on Sales | — | — |
| Income Taxes on Net Gains (Losses) | — | — |

The carrying value of securities pledged to secure repurchase agreements, public and trust deposits, and for other purposes as required by law was $957,118 and $1,034,917 as of June 30, 2026 and December 31, 2025, respectively.

At June 30, 2026 and December 31, 2025, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of shareholders’ equity.

Below is a summary of securities with unrealized losses as of June 30, 2026 and December 31, 2025, presented by length of time the securities have been in a continuous unrealized loss position:

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Less than 12 Months |  |  |  | 12 Months or More |  |  |  | Total |  |  |  |
| June 30, 2026 | FairValue |  | UnrealizedLoss |  | FairValue |  | UnrealizedLoss |  | FairValue |  | UnrealizedLoss |  |
| U.S. Treasury | $ | $37,252 | $ | $(1) | $ | — | $ | — | $ | $37,252 | $ | $(1) |
| Obligations of State and Political Subdivisions | 5,106 |  | (37) |  | 464,539 |  | (100,215) |  | 469,645 |  | (100,252) |  |
| MBS/CMO | 162,369 |  | (2,314) |  | 433,891 |  | (81,393) |  | 596,260 |  | (83,707) |  |
| US Gov’t Sponsored Entities & Agencies | 125,654 |  | (1,368) |  | 133,137 |  | (26,084) |  | 258,791 |  | (27,452) |  |
| Total | $ | $330,381 | $ | $(3,720) | $ | $1,031,567 | $ | $(207,692) | $ | $1,361,948 | $ | $(211,412) |

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Less than 12 Months |  |  |  | 12 Months or More |  |  |  | Total |  |  |  |
| December 31, 2025 | FairValue |  | UnrealizedLoss |  | FairValue |  | UnrealizedLoss |  | FairValue |  | UnrealizedLoss |  |
| Obligations of State and Political Subdivisions | $ | $3,054 | $ | $(29) | $ | $461,657 | $ | $(106,715) | $ | $464,711 | $ | $(106,744) |
| MBS/CMO | 38,024 |  | (420) |  | 463,315 |  | (80,326) |  | 501,339 |  | (80,746) |  |
| US Gov’t Sponsored Entities & Agencies | 6,793 |  | (40) |  | 171,247 |  | (27,261) |  | 178,040 |  | (27,301) |  |
| Total | $ | $47,871 | $ | $(489) | $ | $1,096,219 | $ | $(214,302) | $ | $1,144,090 | $ | $(214,791) |

Available-for-sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. This evaluation process is applied to all types of securities held by the Company: obligations of state and political subdivisions, MBS/CMO and US gov’t sponsored entities and agencies. For available-for-sale debt securities in an unrealized loss position, the Company assesses whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is reduced to fair value through income. For available-for-sale debt securities that do not meet the criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a credit loss exists, we compare the present value of cash flows expected to be collected from the

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 4 - Securities (continued)

security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes. Unrealized losses at June 30, 2026 and December 31, 2025 are considered temporary and the result of fair value adjustments caused by market interest rate fluctuations. There was no allowance for credit losses for available-for-sale debt securities at June 30, 2026 or December 31, 2025.

Although management has the ability to sell these securities if the need arises, their designation as available-for-sale should not necessarily be interpreted as an indication that management anticipates such sales.

Accrued interest receivable on available-for-sale debt securities totaled $9,977 at June 30, 2026 and $9,239 at December 31, 2025. Accrued interest receivable is excluded from the estimate of credit losses.

The Company’s equity securities are listed as Other Investments on the Consolidated Balance Sheets and consist of one non-controlling investment in a single banking organization at June 30, 2026 and December 31, 2025. The original investment totaled $1,350 and other-than-temporary impairment was previously recorded totaling $997. The Company’s equity securities are considered not to have readily determinable fair value and are carried at cost and evaluated for impairment. At June 30, 2026, there was no additional impairment recognized through earnings.

### NOTE 5 - Derivatives

Interest Rate Swaps

The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. The notional amounts of these interest rate swaps and the offsetting counterparty derivative instruments were $105,611 at June 30, 2026 and $126,573 at December 31, 2025. These interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions with approved, reputable, independent counterparties with substantially matching terms. The agreements are considered stand-alone derivatives and changes in the fair value of derivatives are reported in earnings as non-interest income. While the derivatives represent economic hedges, they do not qualify as hedges for accounting purposes.

Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. The Company’s exposure is limited to the replacement value of the contracts rather than the notional, principal or contract amounts. There are provisions in the agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, the Company minimizes credit risk through credit approvals, limits, and monitoring procedures.

The following table reflects the fair value of derivative instruments included in the Consolidated Balance Sheets as of:

| Line item | June 30, 2026 / Notional Amount | June 30, 2026 / Fair Value | December 31, 2025 / Notional Amount | December 31, 2025 / Fair Value |
| --- | --- | --- | --- | --- |
| Included in Other Assets: |  |  |  |  |
| Interest Rate Swaps | $105,611 | $3,292 | $126,573 | $4,145 |
| Included in Other Liabilities: |  |  |  |  |
| Interest Rate Swaps | $105,611 | $3,351 | $126,573 | $4,212 |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 5 - Derivatives (continued)

The following table presents the effect of derivative instruments on the Consolidated Statements of Income for the periods presented:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Interest Rate Swaps: |  |  |  |  |
| Included in Other Operating Income | $33 | $(19) | $80 | $89 |

Mortgage Banking Derivatives

Commitments to fund certain mortgage loans (interest rate lock commitments) to be sold into the secondary market to third party investors are considered derivatives. It is the Company’s practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These mortgage banking derivatives are not designated in hedge relationships.

The following table reflects the amount and fair value of mortgage banking derivatives included in the Consolidated Balance Sheets as of:

| Line item | June 30, 2026 / Notional Amount | June 30, 2026 / Fair Value | December 31, 2025 / Notional Amount | December 31, 2025 / Fair Value |
| --- | --- | --- | --- | --- |
| Included in Other Assets: |  |  |  |  |
| Interest Rate Lock Commitments | $20,858 | $253 | $18,047 | $213 |
| Included in Other Liabilities: |  |  |  |  |
| Interest Rate Lock Commitments | $15,000 | $33 | $11,000 | $31 |

The net gains (losses) relating to non-designated derivative instruments used for risk management are summarized below for the periods presented:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Interest Rate Lock Commitments: |  |  |  |  |
| Included in Net Gains on Sales of Loans | $59 | $34 | $237 | $(10) |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 – Loans

Loans were comprised of the following classifications:

| Line item | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Commercial: |  |  |
| Commercial and Industrial Loans | $745,614 | $761,167 |
| Commercial Real Estate Loans | 3,219,433 | 3,142,472 |
| Agricultural Loans | 476,605 | 489,168 |
| Leases | 88,224 | 87,073 |
| Retail: |  |  |
| Home Equity Loans | 522,396 | 484,300 |
| Consumer Loans | 101,186 | 117,648 |
| Credit Cards | 27,250 | 28,067 |
| Residential Mortgage Loans | 760,702 | 774,553 |
| Subtotal | 5,941,410 | 5,884,448 |
| Less: Unearned Income | (9,175) | (9,351) |
| Allowance for Credit Losses | (79,374) | (77,694) |
| Loans, Net | $5,852,861 | $5,797,403 |

The table above includes $66,659 and $89,134 of purchase credit deteriorated loans as of June 30, 2026 and December 31, 2025, respectively.

Allowance for Credit Losses for Loans

The following tables present the activity in the allowance for credit losses by portfolio segment for the three months ended June 30, 2026 and 2025:

| June 30, 2026 | Commercial and Industrial Loans | Commercial Real Estate Loans | Agricultural Loans | Leases | Consumer Loans | Home Equity Loans | Credit Cards | Residential Mortgage Loans | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for Credit Losses: |  |  |  |  |  |  |  |  |  |
| Beginning Balance | $18,676 | $42,150 | $3,244 | $1,171 | $655 | $4,291 | $576 | $7,784 | $78,547 |
| Provision (Benefit) for Credit Loss Expense | (1,071) | 1,550 | 99 | 29 | 360 | 248 | 177 | 108 | 1,500 |
| Loans Charged-off | — | — | — | — | (596) | (112) | (205) | (32) | (945) |
| Recoveries Collected | 21 | — | — | — | 224 | 15 | 12 | — | 272 |
| Total Ending Allowance Balance | $17,626 | $43,700 | $3,343 | $1,200 | $643 | $4,442 | $560 | $7,860 | $79,374 |

| June 30, 2025 | Commercial and Industrial Loans | Commercial Real Estate Loans | Agricultural Loans | Leases | Consumer Loans | Home Equity Loans | Credit Cards | Residential Mortgage Loans | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for Credit Losses: |  |  |  |  |  |  |  |  |  |
| Beginning Balance | $15,343 | $37,811 | $5,306 | $1,151 | $657 | $3,942 | $608 | $10,340 | $75,158 |
| Provision (Benefit) for Credit Loss Expense | 2,620 | 423 | (2,176) | 41 | 259 | 384 | 366 | (717) | 1,200 |
| Loans Charged-off | (247) | (26) | — | — | (334) | — | (386) | (28) | (1,021) |
| Recoveries Collected | 23 | — | — | — | 109 | 8 | 33 | — | 173 |
| Total Ending Allowance Balance | $17,739 | $38,208 | $3,130 | $1,192 | $691 | $4,334 | $621 | $9,595 | $75,510 |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 - Loans (continued)

The following tables present the activity in the allowance for credit losses by portfolio segment for the six months ended June 30, 2026 and 2025:

| June 30, 2026 | Commercial and Industrial Loans | Commercial Real Estate Loans | Agricultural Loans | Leases | Consumer Loans | Home Equity Loans | Credit Cards | Residential Mortgage Loans | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for Credit Losses: |  |  |  |  |  |  |  |  |  |
| Beginning balance | $19,576 | $40,626 | $3,324 | $1,178 | $687 | $4,065 | $600 | $7,638 | $77,694 |
| Provision (Benefit) for credit loss expense | (1,485) | 3,037 | 19 | 171 | 546 | 470 | 378 | 364 | 3,500 |
| Loans charged-off | (488) | — | — | (149) | (991) | (112) | (531) | (142) | (2,413) |
| Recoveries collected | 23 | 37 | — | — | 401 | 19 | 113 | — | 593 |
| Total ending allowance balance | $17,626 | $43,700 | $3,343 | $1,200 | $643 | $4,442 | $560 | $7,860 | $79,374 |

| June 30, 2025 | Commercial and Industrial Loans | Commercial Real Estate Loans | Agricultural Loans | Leases | Consumer Loans | Home Equity Loans | Credit Cards | Residential Mortgage Loans | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for Credit Losses: |  |  |  |  |  |  |  |  |  |
| Beginning balance | $7,059 | $25,818 | $4,917 | $397 | $727 | $2,196 | $520 | $2,802 | $44,436 |
| Change in Accounting Method | 1,438 | (3,271) | (1,655) | 720 | (284) | 1,056 | (24) | 2,013 | (7) |
| 2/1/2025 Acquired Heartland PCD | 5,246 | 7,080 | 3,352 | — | 20 | 11 | — | 199 | 15,908 |
| Day 2 CECL Provision - Heartland | 1,797 | 7,522 | 170 | — | 179 | 570 | — | 5,962 | 16,200 |
| Provision (Benefit) for credit loss expense | 2,545 | 1,085 | (3,654) | 75 | 486 | 492 | 631 | (1,353) | 307 |
| Loans charged-off | (373) | (26) | — | — | (659) | — | (560) | (28) | (1,646) |
| Recoveries collected | 27 | — | — | — | 222 | 9 | 54 | — | 312 |
| Total ending allowance balance | $17,739 | $38,208 | $3,130 | $1,192 | $691 | $4,334 | $621 | $9,595 | $75,510 |

The ACL is a valuation account that is deducted from the amortized cost of loans receivable to present the net amount expected to be collected. Loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed, and subsequent recoveries, if any, are credited to the ACL. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. The Company records the changes in the allowance on loans through earnings as a “Provision for Credit Losses” in the Consolidated Statements of Income.

Management’s judgment in determining the level of the allowance is based on evaluations of historical loan losses, current conditions and reasonable and supportable forecasts relevant to the collectability of loans. The methodology for estimating the amount reported in the ACL is the sum of two main components, an allowance assessed on a collective basis for pools of loans that share similar risk characteristics and an allowance assessed on individual loans that do not share similar risk characteristics with other loans. Loans that share common risk characteristics are evaluated collectively using a discounted cash flow approach. The discounted cash flow approach used by the Company utilizes loan-level cash flow projections, pool-level assumptions, multiple economic scenarios from Moody’s, historical and peer group losses and qualitative assumptions.

Estimated cash flows consider the principal and interest in accordance with the contractual term of the loan and estimated prepayments. Contractual cash flows are based on the amortized cost and are adjusted for balances guaranteed by governmental entities. Estimated cash flows also reflect calculated probabilities of default, loss given default rates, and prepayment and curtailment estimates, as well as qualitative factors. The probability of default estimates are generated using a regression model that estimates the likelihood of a loan being charged-off during its life. The regression model uses combinations of variables to assess historical loss correlations to economic factors and these variables become model forecast inputs for economic factors that are updated in the model each period. As indicated above, the Company uses an economic forecast provided by a third-party for these model inputs.

The Company evaluates multiple economic scenarios that are designed to capture a range of supportable macroeconomic conditions, taking into consideration the forecasted direction of the economic and business environment and its likely impact on the estimated allowance as compared to the historical losses over the reasonable and supportable time frame. Economic forecasts for the current period are uploaded to the model, which targets certain forecasted macroeconomic factors, such as unemployment rate, value of construction, agriculture prices, housing price index, vacancy rates, debt service burden, and certain rate and market indices. The Company determines the weighting of each scenario based upon historical trends and economic, monetary, and fiscal conditions within the Company’s footprint that could impact future credit losses.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 - Loans (continued)

Loans that do not share similar risk characteristics are evaluated on an individual basis to determine the expected allowance for credit loss. When the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date adjusted for selling costs.

The Company has continued to utilize the following portfolio segments and identified the risk characteristics of each portfolio listed below:

Commercial and Industrial Loans - The principal risk of commercial and industrial loans is that these loans are primarily based on the identified cash flow of the borrower and secondarily on the collateral underlying the loans. Most commercial loans are secured by accounts receivable, inventory and equipment. If cash flow from business operations is reduced, the borrower’s ability to repay the loan may diminish, and over time, it may also be difficult to substantiate current value of inventory and equipment. Repayment of these loans is more sensitive than other types of loans to adverse conditions in the general economy.

Commercial Real Estate Loans - Commercial real estate lending is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. Commercial real estate loans are collateralized by the borrower’s underlying real estate. Therefore, diminished cash flows not only affect the ability to repay the loan, but may also reduce the underlying collateral value.

Agricultural Loans - This portfolio is diversified between real estate financing, equipment financing and lines of credit in various segments including grain production, poultry production and livestock production. Mitigating any concentration of risk that may exist in the Company’s agricultural loan portfolio is the use of federal government guarantee programs.

Leases - Leases are primarily for equipment leased to varying types of businesses. If the cash flows from business operations are reduced, the business’s ability to repay the lease is diminished as well.

Home Equity Loans - Home equity loans are generally secured by 1-4 family residences that are owner-occupied. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by unemployment levels in the market area due to economic conditions.

Consumer Loans - Consumer loan repayment is typically dependent on the borrower remaining employed through the life of the loan as well as the borrower maintaining the underlying collateral adequately.

Credit Cards - Credit card loans are unsecured and repayment is primarily dependent on the personal income of the borrower.

Residential Mortgage Loans - Residential mortgage loans are typically secured by 1-4 family residences that are owner-occupied. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by unemployment levels in the market area due to economic conditions. Repayment may also be impacted by changes in residential property values.

All classes of loans, including loans acquired with deteriorated credit quality, are generally placed on non-accrual status when scheduled principal or interest payments are past due for 90 days or more or when the borrower’s ability to repay becomes doubtful. For purchased loans, the determination is made at the time of acquisition as well as over the life of the loan. Uncollected accrued interest for each class of loans is reversed against income at the time a loan is placed on non-accrual. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. All classes of loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Loans are typically charged-off at 180 days past due, or earlier if deemed uncollectible. Exceptions to the non-accrual and charge-off policies are made when the loan is well secured and in the process of collection.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 - Loans (continued)

The following tables present the amortized cost in non-accrual loans and loans past due over 89 days still accruing by class of loans as of June 30, 2026 and December 31, 2025:

| June 30, 2026 | Non-Accrual With No Allowance for Credit Loss (1) | Total Non-Accrual | Loans Past Due Over 89 Days Still Accruing |
| --- | --- | --- | --- |
| Commercial and Industrial Loans | $173 | $13,659 | — |
| Commercial Real Estate Loans | 653 | 6,561 | — |
| Agricultural Loans | 1,579 | 2,719 | 3 |
| Leases | — | — | — |
| Home Equity Loans | 680 | 680 | — |
| Consumer Loans | 476 | 476 | — |
| Credit Cards | 47 | 47 | — |
| Residential Mortgage Loans | 1,995 | 2,701 | — |
| Total | $5,603 | $26,843 | $3 |

(1) Includes non-accrual loans with no allowance for credit loss and are also included in Total Non-Accrual loans of $26,843.

Interest income on non-accrual loans recognized during the three and six months ended June 30, 2026 totaled $30 and $73, respectively.

| December 31, 2025 | Non-Accrual With No Allowance for Credit Loss (1) | Total Non-Accrual | Loans Past Due Over 89 Days Still Accruing |
| --- | --- | --- | --- |
| Commercial and Industrial Loans | $308 | $16,549 | — |
| Commercial Real Estate Loans | 285 | 6,303 | 92 |
| Agricultural Loans | 1,197 | 3,123 | — |
| Leases | — | — | — |
| Home Equity Loans | 776 | 776 | — |
| Consumer Loans | 30 | 33 | — |
| Credit Cards | 148 | 148 | — |
| Residential Mortgage Loans | 1,471 | 2,387 | — |
| Total | $4,215 | $29,319 | $92 |

(1) Includes non-accrual loans with no allowance for credit loss and are also included in Total Non-Accrual loans of $29,319.

Interest income on non-accrual loans recognized during the year ended December 31, 2025 totaled $521.

The following tables present the amortized cost basis of collateral-dependent loans by class of loans as of June 30, 2026 and December 31, 2025:

| June 30, 2026 | Real Estate | Equipment | Accounts Receivable | Other | Total |
| --- | --- | --- | --- | --- | --- |
| Commercial and Industrial Loans | $5,410 | $6,328 | — | $9,462 | $21,200 |
| Commercial Real Estate Loans | 26,483 | 490 | — | — | 26,973 |
| Agricultural Loans | 2,362 | 201 | — | 627 | 3,190 |
| Leases | — | — | — | — | — |
| Home Equity Loans | 425 | — | — | — | 425 |
| Consumer Loans | — | — | — | — | — |
| Credit Cards | — | — | — | — | — |
| Residential Mortgage Loans | 448 | — | — | — | 448 |
| Total | $35,128 | $7,019 | — | $10,089 | $52,236 |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 - Loans (continued)

| December 31, 2025 | Real Estate | Equipment | Accounts Receivable | Other | Total |
| --- | --- | --- | --- | --- | --- |
| Commercial and Industrial Loans | $8,348 | $6,880 | $400 | $10,070 | $25,698 |
| Commercial Real Estate Loans | 30,670 | 494 | — | — | 31,164 |
| Agricultural Loans | 2,958 | 279 | — | 633 | 3,870 |
| Leases | — | — | — | — | — |
| Home Equity Loans | 425 | — | — | — | 425 |
| Consumer Loans | — | — | — | — | — |
| Credit Cards | — | — | — | — | — |
| Residential Mortgage Loans | 633 | — | — | — | 633 |
| Total | $43,034 | $7,653 | $400 | $10,703 | $61,790 |

The following tables present the aging of the amortized cost basis in past due loans by class of loans as of June 30, 2026 and December 31, 2025:

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, 2026 | 30-59 Days Past Due |  | 60-89 Days Past Due |  | Greater Than 89 Days Past Due |  | Total Past Due |  | Loans Not Past Due |  | Total |  |
| Commercial and Industrial Loans | $ | $547 | $ | $54 | $ | $6,119 | $ | $6,720 | $ | $738,894 | $ | $745,614 |
| Commercial Real Estate Loans | 1,402 |  | 432 |  | 4,342 |  | 6,176 |  | 3,213,257 |  | 3,219,433 |  |
| Agricultural Loans | 166 |  | 58 |  | 47 |  | 271 |  | 476,334 |  | 476,605 |  |
| Leases | — |  | — |  | — |  | — |  | 88,224 |  | 88,224 |  |
| Home Equity Loans | 1,099 |  | 299 |  | 680 |  | 2,078 |  | 520,318 |  | 522,396 |  |
| Consumer Loans | 219 |  | 111 |  | 476 |  | 806 |  | 100,380 |  | 101,186 |  |
| Credit Cards | 168 |  | 68 |  | 47 |  | 283 |  | 26,967 |  | 27,250 |  |
| Residential Mortgage Loans | 5,991 |  | 2,410 |  | 2,512 |  | 10,913 |  | 749,789 |  | 760,702 |  |
| Total | $ | $9,592 | $ | $3,432 | $ | $14,223 | $ | $27,247 | $ | $5,914,163 | $ | $5,941,410 |

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2025 | 30-59 Days Past Due |  | 60-89 Days Past Due |  | Greater Than 89 Days Past Due |  | Total Past Due |  | Loans Not Past Due |  | Total |  |
| Commercial and Industrial Loans | $ | $518 | $ | $1,600 | $ | $7,096 | $ | $9,214 | $ | $751,953 | $ | $761,167 |
| Commercial Real Estate Loans | 2,559 |  | 281 |  | 4,497 |  | 7,337 |  | 3,135,135 |  | 3,142,472 |  |
| Agricultural Loans | 875 |  | — |  | 1,124 |  | 1,999 |  | 487,169 |  | 489,168 |  |
| Leases | — |  | — |  | — |  | — |  | 87,073 |  | 87,073 |  |
| Home Equity Loans | 2,415 |  | 140 |  | 776 |  | 3,331 |  | 480,969 |  | 484,300 |  |
| Consumer Loans | 1,017 |  | 287 |  | 33 |  | 1,337 |  | 116,311 |  | 117,648 |  |
| Credit Cards | 222 |  | 105 |  | 148 |  | 475 |  | 27,592 |  | 28,067 |  |
| Residential Mortgage Loans | 9,383 |  | 2,751 |  | 2,142 |  | 14,276 |  | 760,277 |  | 774,553 |  |
| Total | $ | $16,989 | $ | $5,164 | $ | $15,816 | $ | $37,969 | $ | $5,846,479 | $ | $5,884,448 |

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

The Company’s loan modifications for borrowers experiencing financial difficulties will typically include one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. No modifications during the three or six months ended June 30, 2026, or the year ended December 31, 2025, resulted in the permanent reduction of the amortized cost in the loan.

During the three and six months ended June 30, 2026 and 2025, the Company had no modified loans made to borrowers experiencing financial difficulty. There were no modified loans that had a payment default during the three or six months ended June 30, 2026 and 2025 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty. The Company considers a loan to be in payment default once it is 30 days contractually past due under the modified terms.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 - Loans (continued)

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company classifies loans as to credit risk by individually analyzing loans. This analysis includes commercial and industrial loans, commercial real estate loans, and agricultural loans with an outstanding balance greater than $250. This analysis is typically performed on at least an annual basis. The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 - Loans (continued)

Based on the analysis performed at June 30, 2026 and December 31, 2025, the risk category of loans by class of loans is as follows:

| As of June 30, 2026 | Term Loans Amortized Cost Basis by Origination Year / 2026 | Term Loans Amortized Cost Basis by Origination Year / 2025 | Term Loans Amortized Cost Basis by Origination Year / 2024 | Term Loans Amortized Cost Basis by Origination Year / 2023 | Term Loans Amortized Cost Basis by Origination Year / 2022 | Term Loans Amortized Cost Basis by Origination Year / Prior | Revolving Loans Amortized Cost Basis | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Commercial and Industrial: |  |  |  |  |  |  |  |  |
| Risk Rating |  |  |  |  |  |  |  |  |
| Pass | $63,674 | $117,358 | $92,421 | $56,277 | $64,987 | $77,806 | $234,672 | $707,195 |
| Special Mention | — | 529 | 940 | 1,894 | 1,097 | 3,062 | 4,595 | 12,117 |
| Substandard | 1,250 | 78 | 1,458 | 2,683 | 5,174 | 13,420 | 2,239 | 26,302 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial & Industrial Loans | $64,924 | $117,965 | $94,819 | $60,854 | $71,258 | $94,288 | $241,506 | $745,614 |
| Current Period Gross Charge-Offs | — | — | — | — | $114 | $7 | $367 | $488 |
| Commercial Real Estate: |  |  |  |  |  |  |  |  |
| Risk Rating |  |  |  |  |  |  |  |  |
| Pass | $216,666 | $513,434 | $412,908 | $355,467 | $472,949 | $1,096,282 | $38,918 | $3,106,624 |
| Special Mention | 3,668 | 123 | 2,368 | 36,397 | 3,091 | 27,944 | 1,332 | 74,923 |
| Substandard | 226 | 57 | — | 1,085 | 3,617 | 32,901 | — | 37,886 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial Real Estate Loans | $220,560 | $513,614 | $415,276 | $392,949 | $479,657 | $1,157,127 | $40,250 | $3,219,433 |
| Current Period Gross Charge-Offs | — | — | — | — | — | — | — | — |
| Agricultural: |  |  |  |  |  |  |  |  |
| Risk Rating |  |  |  |  |  |  |  |  |
| Pass | $30,283 | $46,645 | $31,130 | $26,314 | $40,030 | $133,959 | $103,318 | $411,679 |
| Special Mention | 1,748 | 7,397 | 2,117 | 4,350 | 4,738 | 17,597 | 20,018 | 57,965 |
| Substandard | 100 | 150 | 463 | 772 | 95 | 4,658 | 723 | 6,961 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Agricultural Loans | $32,131 | $54,192 | $33,710 | $31,436 | $44,863 | $156,214 | $124,059 | $476,605 |
| Current Period Gross Charge-Offs | — | — | — | — | — | — | — | — |
| Leases: |  |  |  |  |  |  |  |  |
| Risk Rating |  |  |  |  |  |  |  |  |
| Pass | $15,685 | $29,229 | $21,430 | $15,860 | $2,368 | $3,652 | — | $88,224 |
| Special Mention | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | — | — | — | — |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Leases | $15,685 | $29,229 | $21,430 | $15,860 | $2,368 | $3,652 | — | $88,224 |
| Current Period Gross Charge-Offs | — | — | — | $149 | — | — | — | $149 |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 - Loans (continued)

| As of December 31, 2025 | Term Loans Amortized Cost Basis by Origination Year / 2025 | Term Loans Amortized Cost Basis by Origination Year / 2024 | Term Loans Amortized Cost Basis by Origination Year / 2023 | Term Loans Amortized Cost Basis by Origination Year / 2022 | Term Loans Amortized Cost Basis by Origination Year / 2021 | Term Loans Amortized Cost Basis by Origination Year / Prior | Revolving Loans Amortized Cost Basis | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Commercial and Industrial: |  |  |  |  |  |  |  |  |
| Risk Rating |  |  |  |  |  |  |  |  |
| Pass | $139,921 | $105,911 | $64,427 | $77,540 | $52,599 | $45,106 | $231,427 | $716,931 |
| Special Mention | 1,171 | 714 | 2,077 | 1,221 | 286 | 2,046 | 5,364 | 12,879 |
| Substandard | 277 | 1,628 | 3,081 | 5,983 | 4,394 | 11,510 | 4,484 | 31,357 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial & Industrial Loans | $141,369 | $108,253 | $69,585 | $84,744 | $57,279 | $58,662 | $241,275 | $761,167 |
| Current Period Gross Charge-Offs | — | $306 | — | $138 | — | $77 | $243 | $764 |
| Commercial Real Estate: |  |  |  |  |  |  |  |  |
| Risk Rating |  |  |  |  |  |  |  |  |
| Pass | $455,803 | $435,591 | $385,103 | $515,257 | $443,780 | $774,987 | $36,077 | $3,046,598 |
| Special Mention | 220 | 2,448 | 17,816 | 3,173 | 7,879 | 22,681 | 783 | 55,000 |
| Substandard | 68 | 12 | 865 | 2,861 | 8,948 | 28,120 | — | 40,874 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial Real Estate Loans | $456,091 | $438,051 | $403,784 | $521,291 | $460,607 | $825,788 | $36,860 | $3,142,472 |
| Current Period Gross Charge-Offs | — | — | — | — | — | $26 | — | $26 |
| Agricultural: |  |  |  |  |  |  |  |  |
| Risk Rating |  |  |  |  |  |  |  |  |
| Pass | $54,791 | $35,843 | $33,138 | $45,677 | $29,011 | $126,308 | $118,304 | $443,072 |
| Special Mention | 4,683 | 1,974 | 2,823 | 2,138 | 3,183 | 11,842 | 12,510 | 39,153 |
| Substandard | — | 437 | 832 | 64 | 101 | 4,526 | 983 | 6,943 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Agricultural Loans | $59,474 | $38,254 | $36,793 | $47,879 | $32,295 | $142,676 | $131,797 | $489,168 |
| Current Period Gross Charge-Offs | — | — | — | — | — | $8 | — | $8 |
| Leases: |  |  |  |  |  |  |  |  |
| Risk Rating |  |  |  |  |  |  |  |  |
| Pass | $33,383 | $24,235 | $19,668 | $4,356 | $2,064 | $3,367 | — | $87,073 |
| Special Mention | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | — | — | — | — |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Leases | $33,383 | $24,235 | $19,668 | $4,356 | $2,064 | $3,367 | — | $87,073 |
| Current Period Gross Charge-Offs | — | — | — | — | — | — | — | — |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 - Loans (continued)

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. For residential and consumer loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following tables present the amortized cost in residential, home equity and consumer loans based on payment activity as well as the current period gross charge-offs for the periods ended June 30, 2026 and December 31, 2025.

| As of June 30, 2026 | Term Loans Amortized Cost Basis by Origination Year / 2026 | Term Loans Amortized Cost Basis by Origination Year / 2025 | Term Loans Amortized Cost Basis by Origination Year / 2024 | Term Loans Amortized Cost Basis by Origination Year / 2023 | Term Loans Amortized Cost Basis by Origination Year / 2022 | Term Loans Amortized Cost Basis by Origination Year / Prior | Revolving Loans Amortized Cost Basis | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consumer: |  |  |  |  |  |  |  |  |
| Payment performance |  |  |  |  |  |  |  |  |
| Performing | $20,966 | $45,679 | $12,741 | $7,271 | $3,384 | $3,903 | $6,766 | $100,710 |
| Nonperforming | — | 18 | 266 | 19 | 9 | 164 | — | 476 |
| Total Consumer Loans | $20,966 | $45,697 | $13,007 | $7,290 | $3,393 | $4,067 | $6,766 | $101,186 |
| Current Period Gross Charge-Offs | $881 | $51 | $28 | $23 | $1 | $7 | — | $991 |
| Home Equity: |  |  |  |  |  |  |  |  |
| Payment performance |  |  |  |  |  |  |  |  |
| Performing | $57 | $502 | $1,659 | $2,132 | $3,998 | $6,044 | $507,324 | $521,716 |
| Nonperforming | — | — | 282 | 78 | 71 | 187 | 62 | 680 |
| Total Home Equity Loans | $57 | $502 | $1,941 | $2,210 | $4,069 | $6,231 | $507,386 | $522,396 |
| Current Period Gross Charge-Offs | — | — | — | — | $87 | $25 | — | $112 |
| Residential Mortgage: |  |  |  |  |  |  |  |  |
| Payment performance |  |  |  |  |  |  |  |  |
| Performing | $39,584 | $75,597 | $80,467 | $84,812 | $178,647 | $298,894 | — | $758,001 |
| Nonperforming | — | — | 117 | 425 | 152 | 2,007 | — | 2,701 |
| Total Residential Mortgage Loans | $39,584 | $75,597 | $80,584 | $85,237 | $178,799 | $300,901 | — | $760,702 |
| Current Period Gross Charge-Offs | — | — | $32 | $51 | — | $59 | — | $142 |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 6 - Loans (continued)

| As of December 31, 2025 | Term Loans Amortized Cost Basis by Origination Year / 2025 | Term Loans Amortized Cost Basis by Origination Year / 2024 | Term Loans Amortized Cost Basis by Origination Year / 2023 | Term Loans Amortized Cost Basis by Origination Year / 2022 | Term Loans Amortized Cost Basis by Origination Year / 2021 | Term Loans Amortized Cost Basis by Origination Year / Prior | Revolving Loans Amortized Cost Basis | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consumer: |  |  |  |  |  |  |  |  |
| Payment performance |  |  |  |  |  |  |  |  |
| Performing | $58,703 | $28,540 | $13,023 | $5,094 | $3,489 | $2,434 | $6,332 | $117,615 |
| Nonperforming | — | 27 | — | 6 | — | — | — | 33 |
| Total Consumer Loans | $58,703 | $28,567 | $13,023 | $5,100 | $3,489 | $2,434 | $6,332 | $117,648 |
| Current Period Gross Charge-Offs | $1,502 | $51 | $66 | $30 | $15 | $3 | — | $1,667 |
| Home Equity: |  |  |  |  |  |  |  |  |
| Payment performance |  |  |  |  |  |  |  |  |
| Performing | $315 | $1,706 | $1,495 | $3,900 | $1,294 | $4,672 | $470,142 | $483,524 |
| Nonperforming | — | — | 198 | 251 | 85 | 86 | 156 | 776 |
| Total Home Equity Loans | $315 | $1,706 | $1,693 | $4,151 | $1,379 | $4,758 | $470,298 | $484,300 |
| Current Period Gross Charge-Offs | — | — | — | $68 | $25 | $3 | — | $96 |
| Residential Mortgage: |  |  |  |  |  |  |  |  |
| Payment performance |  |  |  |  |  |  |  |  |
| Performing | $78,420 | $83,687 | $99,058 | $188,414 | $142,032 | $180,555 | — | $772,166 |
| Nonperforming | — | 335 | 148 | 228 | 502 | 1,174 | — | 2,387 |
| Total Residential Mortgage Loans | $78,420 | $84,022 | $99,206 | $188,642 | $142,534 | $181,729 | — | $774,553 |
| Current Period Gross Charge-Offs | — | — | $77 | — | $37 | — | — | $114 |

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. For certain retail loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in credit cards based on payment activity:

| Credit Cards | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Performing | $27,203 | $27,919 |
| Nonperforming | 47 | 148 |
| Total | $27,250 | $28,067 |

The following tables present loans purchased and/or sold during the year by portfolio segment and excludes the business combination activity:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, 2026 | Commercial and Industrial Loans | Commercial Real Estate Loans | Agricultural Loans | Leases | Consumer Loans | Home Equity Loans | Credit Cards | Residential Mortgage Loans | Total |
| Purchases | — | — | — | — | — | — | — | — | — |
| Sales | — | — | — | — | — | — | — | — | — |

| December 31, 2025 / Purchases | Commercial and Industrial Loans / $ | Commercial and Industrial Loans / — | Commercial Real Estate Loans / $ | Commercial Real Estate Loans / — | Agricultural Loans / $ | Agricultural Loans / — | Leases / $ | Leases / — | Consumer Loans / $ | Consumer Loans / — | Home Equity Loans / $ | Home Equity Loans / — | Credit Cards / $ | Credit Cards / — | Residential Mortgage Loans / $ | Residential Mortgage Loans / — | Total / $ | Total / — |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sales | — |  | — |  | 2,391 |  | — |  | — |  | — |  | — |  | — |  | 2,391 |  |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 7 – Loan Servicing

Mortgage loans serviced for others are not reported as assets. The principal balances of these loans at period end are as follows:

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Mortgage loan portfolios serviced for: |  |  |
| FHLB | $93,481 | $84,942 |
| FHLMC | 356,706 | 348,750 |
| FNMA | 1,520 | 1,651 |

Custodial escrow balances maintained in connection with serviced loans were $1,884 and $1,110 at June 30, 2026 and December 31, 2025, respectively.

Activity for loan servicing rights and the related valuation allowance follows:

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Loan Servicing Rights: |  |  |
| Beginning of Year | $4,544 | $179 |
| Additions | 472 | 569 |
| 2/1/2025 Acquired Heartland Loan Servicing Rights | — | 4,513 |
| Disposals | — | — |
| Amortized to Expense | 383 | 717 |
| Other Changes | — | — |
| Change in Valuation Allowance | — | — |
| End of Period | $4,633 | $4,544 |
| Valuation Allowance: |  |  |
| Beginning of Year | — | — |
| Additions Expensed | — | — |
| Reductions Credited to Operations | — | — |
| Direct Write-downs | — | — |
| End of Period | — | — |

The fair value of servicing rights was $5,013 and $4,556 at June 30, 2026 and December 31, 2025, respectively. Fair value at June 30, 2026 was determined using discount rates ranging from 9.65% to 10.00%, prepayment speeds ranging from 9.00% to 55.26%, depending on the stratification of the specific right, and a weighted average default rate of 0.51%. Fair value at December 31, 2025, was determined using a discount rate ranging from 9.63% to 10.00%, prepayment speeds ranging from 9.00% to 27.54%, depending on the stratification of the specific right, and a weighted average default rate of 0.43%.

### NOTE 8 – Repurchase Agreements Accounted for as Secured Borrowings

Repurchase agreements are short-term borrowings included in FHLB Advances and Other Borrowings and mature overnight and continuously. Repurchase agreements, which were secured by mortgage-backed securities, totaled $30,122 and $43,852 as of June 30, 2026 and December 31, 2025, respectively. Risk could arise when the collateral pledged to a repurchase agreement declines in fair value. The Company minimizes risk by consistently monitoring the value of the collateral pledged. At the point in time where the collateral has declined in fair value, the Company is required to provide additional collateral based on the value of the underlying securities.

### NOTE 9 – Segment Information

The Company’s reportable segments are determined by the type of products and services offered and the level of information provided to the Company’s chief operating decision maker, who uses such information in evaluating revenue streams, significant expenses, and budget to actual results in assessing the performance of the Company’s segments and in the determination of allocation resources. The Company's chief operating decision maker is comprised of its Chairman and Chief

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 9 - Segment Information (continued)

Executive Officer and its President and Chief Financial Officer. The Company’s operations include two primary segments: core banking and wealth management services.

The core banking segment involves attracting deposits from the general public and using such funds to originate consumer, commercial and agricultural, commercial and agricultural real estate, and residential mortgage loans, primarily in the Company’s local markets by the Company’s banking subsidiary, German American Bank. Net interest income from loans and investments funded by deposits and borrowings is the primary revenue for the core banking segment. The core banking segment also involves the sale of residential mortgage loans in the secondary market. The wealth management segment’s revenues are comprised primarily of fees generated by the wealth advisory and trust operations of the Company’s banking subsidiary and by German American Investment Services, Inc. These fees are derived by providing trust, investment advisory, brokerage and retirement planning services to its customers.

The following segment financial information was derived from the internal financial statements of the Company which are used by management to monitor and manage financial performance. The accounting policies of the two segments are the same as those of the Company. The evaluation process for segments does not include holding company income and expense. Holding company amounts are the primary differences between segment amounts and consolidated totals, and are reflected in the column labeled “Other” below, along with amounts to eliminate transactions between segments.

| Three Months Ended June 30, 2026 | Core Banking | Wealth Management Services | Other | Consolidated Totals |
| --- | --- | --- | --- | --- |
| Interest and Fees on Loans | $93,513 | — | — | $93,513 |
| Interest on Securities and Other Short-term Investments | 14,535 | 114 | 104 | 14,753 |
| Net Gains on Sales of Loans | 1,549 | — | — | 1,549 |
| Wealth Management Fees | 1 | 5,009 | — | 5,010 |
| Reconciliation of Revenue: |  |  |  |  |
| Other Revenues |  |  |  | 12,187 |
| Elimination of Intercompany Revenues |  |  |  | (84) |
| Total Consolidated Revenue |  |  |  | 126,928 |
| Less: |  |  |  |  |
| Interest on Deposits | 25,260 | — | — | 25,260 |
| Interest on FHLB Advances and Other Borrowings | 1,062 | — | 736 | 1,798 |
| Provision for Credit Losses | 1,500 | — | — | 1,500 |
| Salaries and Employee Benefits | 24,669 | 2,332 | 141 | 27,142 |
| Reconciliation of Income before Income Taxes: |  |  |  |  |
| Other Non-interest Expense |  |  |  | 23,240 |
| Elimination of Intersegment Expenses |  |  |  | (84) |
| Income before Income Taxes |  |  |  | $48,072 |
| Other Segment Disclosures: (1) |  |  |  |  |
| Segment Profit (Loss) Before Taxes | $47,786 | $2,068 | $(1,782) | $48,072 |
| Segment Assets at June 30, 2026 | $8,410,471 | $22,089 | $7,438 | $8,439,998 |

(1) In the Other Segment Disclosures section, the column labeled “Other” includes holding company amounts and eliminating transactions between segments.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 9 - Segment Information (continued)

| Three Months Ended June 30, 2025 | Core Banking | Wealth Management Services | Other | Consolidated Totals |
| --- | --- | --- | --- | --- |
| Interest and Fees on Loans | $90,002 | — | — | $90,002 |
| Interest on Securities and Other Short-term Investments | 16,326 | 85 | 117 | 16,528 |
| Net Gains on Sales of Loans | 1,279 | — | — | 1,279 |
| Wealth Management Fees | 1 | 4,164 | — | 4,165 |
| Reconciliation of Revenue: |  |  |  |  |
| Other Revenues |  |  |  | 11,289 |
| Elimination of Intercompany Revenues |  |  |  | (95) |
| Total Consolidated Revenue |  |  |  | 123,168 |
| Less: |  |  |  |  |
| Interest on Deposits | 30,730 | — | — | 30,730 |
| Interest on FHLB Advances and Other Borrowings | 848 | — | 1,797 | 2,645 |
| Provision for Credit Losses | 1,200 | — | — | 1,200 |
| Salaries and Employee Benefits | 24,253 | 1,958 | 427 | 26,638 |
| Reconciliation of Income before Income Taxes: |  |  |  |  |
| Other Non-interest Expense |  |  |  | 22,879 |
| Elimination of Intersegment Expenses |  |  |  | (95) |
| Income before Income Taxes |  |  |  | $39,171 |
| Other Segment Disclosures: (1) |  |  |  |  |
| Segment Profit (Loss) Before Taxes | $40,408 | $1,500 | $(2,737) | $39,171 |
| Segment Assets at December 31, 2025 | $8,363,150 | $18,703 | $6,927 | $8,388,780 |

(1) In the Other Segment Disclosures section, the column labeled “Other” includes holding company amounts and eliminating transactions between segments.

| Six Months Ended June 30, 2026 | Core Banking | Wealth Management Services | Other | Consolidated Totals |
| --- | --- | --- | --- | --- |
| Interest and Fees on Loans | $185,786 | — | — | $185,786 |
| Interest on Securities and Other Short-term Investments | 27,853 | 210 | 202 | 28,265 |
| Net Gains on Sales of Loans | 3,032 | — | — | 3,032 |
| Wealth Management Fees | 2 | 9,517 | — | 9,519 |
| Reconciliation of Revenue: |  |  |  |  |
| Other Revenues |  |  |  | 23,421 |
| Elimination of Intercompany Revenues |  |  |  | (161) |
| Total Consolidated Revenue |  |  |  | 249,862 |
| Less: |  |  |  |  |
| Interest on Deposits | 50,035 | — | — | 50,035 |
| Interest on FHLB Advances and Other Borrowings | 2,488 | — | 1,469 | 3,957 |
| Provision for Credit Losses | 3,500 | — | — | 3,500 |
| Salaries and Employee Benefits | 50,765 | 4,385 | 304 | 55,454 |
| Reconciliation of Income before Income Taxes: |  |  |  |  |
| Other Non-interest Expense |  |  |  | 47,296 |
| Elimination of Intersegment Expenses |  |  |  | (161) |
| Income before Income Taxes |  |  |  | $89,781 |
| Other Segment Disclosures: (1) |  |  |  |  |
| Segment Profit (Loss) Before Taxes | $89,558 | $3,801 | $(3,578) | $89,781 |
| Segment Assets at June 30, 2026 | $8,410,471 | $22,089 | $7,438 | $8,439,998 |

(1) In the Other Segment Disclosures section, the column labeled “Other” includes holding company amounts and eliminating transactions between segments.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 9 - Segment Information (continued)

| Six Months Ended June 30, 2025 | Core Banking | Wealth Management Services | Other | Consolidated Totals |
| --- | --- | --- | --- | --- |
| Interest and Fees on Loans | $171,507 | — | — | $171,507 |
| Interest on Securities and Other Short-term Investments | 30,949 | 151 | 252 | 31,352 |
| Net Gains on Sales of Loans | 2,212 | — | — | 2,212 |
| Wealth Management Fees | 2 | 7,999 | — | 8,001 |
| Reconciliation of Revenue: |  |  |  |  |
| Other Revenues |  |  |  | 21,360 |
| Elimination of Intercompany Revenues |  |  |  | (208) |
| Total Consolidated Revenue |  |  |  | 234,224 |
| Less: |  |  |  |  |
| Interest on Deposits | 57,871 | — | — | 57,871 |
| Interest on FHLB Advances and Other Borrowings | 1,745 | — | 3,516 | 5,261 |
| Provision for Credit Losses | 16,500 | — | — | 16,500 |
| Salaries and Employee Benefits | 50,150 | 3,845 | 683 | 54,678 |
| Reconciliation of Income before Income Taxes: |  |  |  |  |
| Other Non-interest Expense |  |  |  | 47,621 |
| Elimination of Intersegment Expenses |  |  |  | (208) |
| Income before Income Taxes |  |  |  | $52,501 |
| Other Segment Disclosures: (1) |  |  |  |  |
| Segment Profit (Loss) Before Taxes | $57,219 | $2,910 | $(7,628) | $52,501 |
| Segment Assets at December 31, 2025 | $8,363,150 | $18,703 | $6,927 | $8,388,780 |

(1) In the Other Segment Disclosures section, the column labeled “Other” includes holding company amounts and eliminating transactions between segments.

### NOTE 10 – Stock Repurchase Plan

The Company’s Board of Directors previously approved a plan to repurchase up to 1,000,000 shares of the Company’s outstanding common stock. On a share basis, the amount of common stock subject to the repurchase plan represented approximately 3% of the Company’s outstanding shares on the date it was approved. The Company is not obligated to purchase shares under the plan, and the plan may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase plan will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements. The Company has not repurchased any shares under this repurchase plan.

In August 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted. Among other things, the IRA imposes a new 1% excise tax on the fair value of stock repurchased after December 31, 2022 by publicly traded U.S. corporations, like the Company. With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including shares issued pursuant to compensatory arrangements.

### NOTE 11 – Equity Plans and Equity Based Compensation

During the periods presented, the Company maintained one equity incentive plan under which stock options, restricted stock, and other equity incentive awards could be granted. The Company’s 2019 LTI Plan (the “2019 LTI Plan”), which authorizes a maximum aggregate issuance of 1,000,000 shares of common stock (subject to certain permitted adjustments), became effective on May 16, 2019, following approval of the Company’s shareholders. It will remain in effect until May 16, 2029, or until all shares of common stock subject to the 2019 LTI Plan are distributed, all awards have expired or terminated, or the plan is terminated pursuant to its terms, whichever occurs first.

For the three and six months ended June 30, 2026 and 2025, the Company granted no options. The Company recorded no stock compensation expense applicable to options during the three and six months ended June 30, 2026 and 2025. In addition, there was no unrecognized option expense.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 11 - Equity Plans and Equity Based Compensation (continued)

During the periods presented, awards of long-term incentives were granted in the form of restricted stock. Awards granted under the management incentive plan were granted in tandem with cash credit entitlements in the form of 66.67% restricted stock grants and 33.33% cash credit entitlements. The cash portion of an award vests towards the end of the year in which the grant was made, followed by the restricted stock grants vesting 50% in each of the 2nd and 3rd years. For named executive officers, awards are granted in the form of 100% restricted stock grants which vest in three annual installments. Awards that are granted to directors as additional retainers for their services do not include any cash credit entitlement. These director restricted stock grants are subject to forfeiture in the event that the recipient of the grant does not continue in service as a director of the Company through the end of the one-year compensation period or does not satisfy certain meeting attendance requirements, at which time they generally vest 100%. For measuring compensation costs, restricted stock awards are valued based upon the market value of the common shares on the date of grant. During the three and six months ended June 30, 2026, the Company granted 13,300 and 94,935 shares of restricted stock, respectively. During the three and six months ended June 30, 2025, the Company granted 17,414 and 86,944 shares of restricted stock, respectively. Total unvested shares of restricted stock at June 30, 2026 and December 31, 2025 were 188,482 and 133,297, respectively.

The following tables present expense recorded for restricted stock and cash entitlements as well as the related tax information for the periods presented:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Restricted Stock Expense | $824 | $910 |
| Cash Entitlement Expense | 246 | 156 |
| Tax Effect | (257) | (276) |
| Net of Tax | $813 | $790 |

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Restricted Stock Expense | $1,786 | $1,670 |
| Cash Entitlement Expense | 488 | 340 |
| Tax Effect | (545) | (521) |
| Net of Tax | $1,729 | $1,489 |

Unrecognized expense associated with the restricted stock grants and cash entitlements totaled $6,352 and $6,056 as of June 30, 2026 and 2025, respectively.

The Company’s shareholders approved the Company’s 2019 Employee Stock Purchase Plan on May 16, 2019, as well as an Amended and Restated 2019 Employee Stock Purchase Plan on May 21, 2020, which was amended and restated to reflect certain clarifying changes (the “2019 ESPP”). The 2019 ESPP provides for a series of 3-month offering periods, commencing on the first day and ending on the last trading day of each calendar quarter, for the purchase of the Company’s common stock by participating employees. The purchase price of the shares has been set at 95% of the fair market value of the Company’s common stock on the last trading day of the offering period. A total of 750,000 common shares has been reserved for issuance under the 2019 ESPP. The 2019 ESPP will continue until September 30, 2029, or, if earlier, until all of the shares of common stock allocated to the 2019 ESPP have been purchased. Funding for the purchase of common stock is from employee and Company contributions.

For the three and six months ended June 30, 2026, the Company recorded $34 and $48, respectively, of expense related to the 2019 ESPP resulting in $25 and $36 net of tax, respectively. For the three and six months ended June 30, 2025, the Company recorded $8 and $16, respectively, of expense related to the 2019 ESPP resulting in $6 and $12 net of tax, respectively. There was no unrecognized compensation expense as of June 30, 2026 and 2025 for the 2019 ESPP. No stock options were outstanding as of June 30, 2026 and December 31, 2025.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 12 – Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For investment securities where quoted prices are not available, fair values are calculated based on market prices of similar investment securities (Level 2). For investment securities where quoted prices or market prices of similar investment securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Level 3 pricing is obtained from a third-party based upon similar trades that are not traded frequently without adjustment by the Company. At June 30, 2026, the Company held no Level 3 securities. Absent the credit rating, significant assumptions must be made such that the credit risk input becomes an unobservable input and thus these investment securities are reported by the Company in a Level 3 classification.

Interest Rate Swap Derivatives: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). The Company's derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.

Collateral Dependent Loans: Fair values for collateral dependent loans are generally based on appraisals obtained from licensed real estate appraisers and in certain circumstances includes consideration of offers obtained to purchase properties prior to foreclosure. Appraisals for commercial real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value in the cost to replace the current property. Value of market comparison approach evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and an investor’s required return. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Comparable sales adjustments are based on known sales prices of similar type and similar use properties and duration of time that the property has been on the market to sell. Such adjustments made in the appraisal process are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Appraisals for both collateral-dependent loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Company’s Risk Management Area reviews the assumptions and approaches utilized in the appraisal. In determining the value of collateral dependent loans and other real estate owned, significant unobservable inputs may be used which include: physical condition of comparable properties sold, net operating income generated by the property and investor rates of return.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 12 - Fair Value (continued)

Other Real Estate: Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property utilizing similar techniques as discussed above for Collateral Dependent Loans, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, impairment loss is recognized.

Mortgage Servicing Rights (MSR): On a quarterly basis, mortgage servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. If the carrying amount exceeds fair value, impairment is determined and recorded. The fair value of MSRs is determined by discounting estimated future cash flows from the servicing assets, using market discount rates and expected future prepayment rates stratifying the MSRs into groupings based on predominant risk characteristics, such as loan type, term and interest rate as well as time period originated. The amortized cost of the Company's MSRs was $4.6 million and $4.5 million, at June 30, 2026 and December 31, 2025, respectively. No impairment was recorded for the MSRs at June 30, 2026 or December 31, 2025.

Loans Held-for-Sale: The fair values of loans held for sale are determined by using quoted prices for similar assets, adjusted for specific attributes of that loan resulting in a Level 2 classification.

Assets and Liabilities Measured on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which the Company has elected the fair value option, are summarized below:

_Fair Value Measurements at June 30, 2026 Using_

| Line item | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total |
| --- | --- | --- | --- | --- |
| Assets: |  |  |  |  |
| U.S. Treasury | $124,918 | — | — | $124,918 |
| Obligations of State and Political Subdivisions | — | 511,634 | — | 511,634 |
| MBS/CMO | — | 740,825 | — | 740,825 |
| US Gov’t Sponsored Entities & Agencies | — | 306,659 | — | 306,659 |
| Total Securities | $124,918 | $1,559,118 | — | $1,684,036 |
| Loans Held-for-Sale | — | $5,839 | — | $5,839 |
| Derivative Assets | — | $3,292 | — | $3,292 |
| Derivative Liabilities | — | $3,351 | — | $3,351 |

_Fair Value Measurements at December 31, 2025 Using_

| Line item | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total |
| --- | --- | --- | --- | --- |
| Assets: |  |  |  |  |
| U.S. Treasury | $152,090 | — | — | $152,090 |
| Obligations of State and Political Subdivisions | — | 497,606 | — | 497,606 |
| MBS/CMO | — | 719,542 | — | 719,542 |
| US Gov’t Sponsored Entities & Agencies | — | 288,156 | — | 288,156 |
| Total Securities | $152,090 | $1,505,304 | — | $1,657,394 |
| Loans Held-for-Sale | — | $7,817 | — | $7,817 |
| Derivative Assets | — | $4,145 | — | $4,145 |
| Derivative Liabilities | — | $4,212 | — | $4,212 |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 12 - Fair Value (continued)

During the three and six months ended June 30, 2026 and 2025, there was no activity in Level 3 securities.

As of June 30, 2026 and December 31, 2025, the aggregate fair value, contractual balance (including accrued interest), and gain or loss on Loans Held-for-Sale was as follows:

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Aggregate Fair Value | $5,839 | $7,817 |
| Contractual Balance | 5,770 | 7,660 |
| Gain | 69 | 157 |

The total amount of gains (losses) from changes in fair value included in earnings for the three and six months ended June 30, 2026 for loans held for sale were $(42) and $(88), respectively. The total amount of gains (losses) from changes in fair value included in earnings for the three and six months ended June 30, 2025 for loans held for sale were $96 and $92, respectively.

Assets and Liabilities Measured on a Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

_Fair Value Measurements at June 30, 2026 Using_

| Line item | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total |
| --- | --- | --- | --- | --- |
| Assets: |  |  |  |  |
| Collateral Dependent Loans |  |  |  |  |
| Commercial and Industrial Loans | — | — | $12,482 | $12,482 |
| Commercial Real Estate Loans | — | — | $19,455 | $19,455 |
| Agricultural Loans | — | — | $1,397 | $1,397 |
| Consumer Loans | — | — | — | — |
| Home Equity Loans | — | — | $331 | $331 |
| Residential Mortgage Loans | — | — | $236 | $236 |

_Fair Value Measurements at December 31, 2025 Using_

| Line item | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total |
| --- | --- | --- | --- | --- |
| Assets: |  |  |  |  |
| Collateral Dependent Loans |  |  |  |  |
| Commercial and Industrial Loans | — | — | $14,914 | $14,914 |
| Commercial Real Estate Loans | — | — | $23,698 | $23,698 |
| Agricultural Loans | — | — | $2,544 | $2,544 |
| Consumer Loans | — | — | — | — |
| Home Equity Loans | — | — | $330 | $330 |
| Residential Mortgage Loans | — | — | $366 | $366 |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 12 - Fair Value (continued)

The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at June 30, 2026 and December 31, 2025:

| June 30, 2026 | Fair Value | Valuation Technique(s) | Unobservable Input(s) | Range (Weighted Average) |
| --- | --- | --- | --- | --- |
| Collateral Dependent Loans - Commercial and Industrial Loans | $12,482 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 20%-100%(69%) |
| Collateral Dependent Loans - Commercial Real Estate Loans | $19,455 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 20%-100% (73%) |
| Collateral Dependent Loans - Agricultural Loans | $1,397 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 10%-100% (79%) |
| Collateral Dependent Loans - Consumer Loans | — | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 0%-0% (0%) |
| Collateral Dependent Loans - Home Equity Loans | $331 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 20%-20% (20%) |
| Collateral Dependent Loans - Residential Mortgage Loans | $236 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 20%-20% (20%) |

| December 31, 2025 | Fair Value | Valuation Technique(s) | Unobservable Input(s) | Range (Weighted Average) |
| --- | --- | --- | --- | --- |
| Collateral Dependent Loans - Commercial and Industrial Loans | $14,914 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 7%-100% (69%) |
| Collateral Dependent Loans - Commercial Real Estate Loans | $23,698 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 20%-100% (89%) |
| Collateral Dependent Loans - Agricultural Loans | $2,544 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 10%-53% (37%) |
| Collateral Dependent Loans - Consumer Loans | — | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 0%-0% (0%) |
| Collateral Dependent Loans - Home Equity Loans | $330 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 20%-20% (20%) |
| Collateral Dependent Loans - Residential Mortgage Loans | $366 | Sales comparison approach | Adjustment for physical condition of comparable properties sold | 20%-20% (20%) |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 12 - Fair Value (continued)

The carrying amounts and estimated fair values of the Company’s financial instruments not previously presented are provided in the tables below for the periods ended June 30, 2026 and December 31, 2025. Not all of the Company’s assets and liabilities are considered financial instruments, and therefore are not included in the tables. Because no active market exists for a significant portion of the Company’s financial instruments, fair value estimates were based on subjective judgments, and therefore cannot be determined with precision.

| Line item | Carrying Value | Fair Value Measurements at June 30, 2026 Using / Level 1 | Fair Value Measurements at June 30, 2026 Using / Level 2 | Fair Value Measurements at June 30, 2026 Using / Level 3 | Fair Value Measurements at June 30, 2026 Using / Total |
| --- | --- | --- | --- | --- | --- |
| Financial Assets: |  |  |  |  |  |
| Cash and Short-term Investments | $94,158 | $79,646 | $14,512 | — | $94,158 |
| Interest Bearing Time Deposits with Banks | 500 | — | 500 | — | 500 |
| Loans, Net | 5,818,960 | — | — | 5,776,218 | 5,776,218 |
| Accrued Interest Receivable | 38,046 | — | 10,122 | 27,924 | 38,046 |
| Financial Liabilities: |  |  |  |  |  |
| Demand, Savings, and Money Market Deposits | (5,644,113) | (5,644,113) | — | — | (5,644,113) |
| Time Deposits | (1,351,650) | — | (1,342,995) | — | (1,342,995) |
| Short-term Borrowings | (30,122) | — | (30,122) | — | (30,122) |
| Long-term Debt | (138,915) | — | (101,937) | (35,062) | (136,999) |
| Accrued Interest Payable | (7,831) | — | (7,533) | (298) | (7,831) |

| Line item | Carrying Value | Fair Value Measurements at December 31, 2025 Using / Level 1 | Fair Value Measurements at December 31, 2025 Using / Level 2 | Fair Value Measurements at December 31, 2025 Using / Level 3 | Fair Value Measurements at December 31, 2025 Using / Total |
| --- | --- | --- | --- | --- | --- |
| Financial Assets: |  |  |  |  |  |
| Cash and Short-term Investments | $118,382 | $71,428 | $46,954 | — | $118,382 |
| Interest Bearing Time Deposits with Banks | 500 | — | 500 | — | 500 |
| Loans, Net | 5,755,551 | — | — | 5,702,933 | 5,702,933 |
| Accrued Interest Receivable | 38,997 | — | 9,496 | 29,501 | 38,997 |
| Financial Liabilities: |  |  |  |  |  |
| Demand, Savings, and Money Market Deposits | (5,700,205) | (5,700,205) | — | — | (5,700,205) |
| Time Deposits | (1,289,537) | — | (1,286,002) | — | (1,286,002) |
| Short-term Borrowings | (43,852) | — | (43,852) | — | (43,852) |
| Long-term Debt | (138,831) | — | (102,892) | (34,126) | (137,018) |
| Accrued Interest Payable | (10,243) | — | (9,925) | (318) | (10,243) |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 13 - Other Comprehensive Income (Loss)

The tables below summarize the changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2026 and 2025, net of tax:

| June 30, 2026 | Unrealized Gains and Losses on Available-for-Sale Securities | Postretirement Benefit Items | Total |
| --- | --- | --- | --- |
| Beginning Balance at April 1, 2026 | $(174,227) | $(514) | $(174,741) |
| Other Comprehensive Income (Loss) Before Reclassification | 9,572 | — | 9,572 |
| Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | — | — | — |
| Net Current Period Other Comprehensive Income (Loss) | 9,572 | — | 9,572 |
| Ending Balance at June 30, 2026 | $(164,655) | $(514) | $(165,169) |

| June 30, 2026 | Unrealized Gains and Losses on Available-for-Sale Securities | Postretirement Benefit Items | Total |
| --- | --- | --- | --- |
| Beginning Balance at January 1, 2026 | $(164,420) | $(514) | $(164,934) |
| Other Comprehensive Income (Loss) Before Reclassification | (235) | — | (235) |
| Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | — | — | — |
| Net Current Period Other Comprehensive Income (Loss) | (235) | — | (235) |
| Ending Balance at June 30, 2026 | $(164,655) | $(514) | $(165,169) |

| June 30, 2025 | Unrealized Gains and Losses on Available-for-Sale Securities | Postretirement Benefit Items | Total |
| --- | --- | --- | --- |
| Beginning Balance at April 1, 2025 | $(209,167) | $(514) | $(209,681) |
| Other Comprehensive Income (Loss) Before Reclassification | 2,121 | — | 2,121 |
| Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | — | — | — |
| Net Current Period Other Comprehensive Income (Loss) | 2,121 | — | 2,121 |
| Ending Balance at June 30, 2025 | $(207,046) | $(514) | $(207,560) |

| June 30, 2025 | Unrealized Gains and Losses on Available-for-Sale Securities | Postretirement Benefit Items | Total |
| --- | --- | --- | --- |
| Beginning Balance at January 1, 2025 | $(219,950) | $(514) | $(220,464) |
| Other Comprehensive Income (Loss) Before Reclassification | 12,904 | — | 12,904 |
| Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | — | — | — |
| Net Current Period Other Comprehensive Income (Loss) | 12,904 | — | 12,904 |
| Ending Balance at June 30, 2025 | $(207,046) | $(514) | $(207,560) |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 13 - Other Comprehensive Income (Loss) (continued)

The tables below summarize the classifications out of accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2026 and 2025:

Details about Accumulated Other Comprehensive Income (Loss) Components Amount Reclassified From Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income is Presented

Unrealized Gains and Losses on    Available-for-Sale Securities $— Net Gains (Losses) on Securities

— Income Tax Expense

— Net of Tax

Total Reclassifications for the Three    Months Ended June 30, 2026 $—

Details about Accumulated Other Comprehensive Income (Loss) Components Amount Reclassified From Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income is Presented

Unrealized Gains and Losses on    Available-for-Sale Securities $— Net Gains (Losses) on Securities

— Income Tax Expense

— Net of Tax

Total Reclassifications for the Six    Months Ended June 30, 2026 $—

Details about Accumulated Other Comprehensive Income (Loss) Components Amount Reclassified From Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income is Presented

Unrealized Gains and Losses on    Available-for-Sale Securities $— Net Gains on Securities

— Income Tax Expense

— Net of Tax

Total Reclassifications for the Three    Months Ended June 30, 2025 $—

Details about Accumulated Other Comprehensive Income (Loss) Components Amount Reclassified From Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income is Presented

Unrealized Gains and Losses on    Available-for-Sale Securities $— Net Gains (Losses) on Securities

— Income Tax Expense

— Net of Tax

Total Reclassifications for the Six    Months Ended June 30, 2025 $—

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 14 - Revenue Recognition

The following tables present non-interest income, segregated by revenue streams in-scope and out-of-scope of FASB ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, for the three and six months ended June 30, 2026 and 2025. Wealth management fees are included in the wealth management services segment. All other revenue streams are primarily included in the banking segment.

| Non-interest Income | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| In-Scope of Topic 606: |  |  |
| Wealth Management Fees | $5,010 | $4,165 |
| Service Charges on Deposit Accounts | 3,988 | 3,714 |
| Interchange Fee Income | 5,328 | 5,057 |
| Other Operating Income: |  |  |
| ATM Fees | 315 | 337 |
| Wire Transfer Fees | 254 | 243 |
| Other (1) | 381 | 326 |
| Non-interest Income (in-scope of Topic 606) | 15,276 | 13,842 |
| Non-interest Income (out-of-scope of Topic 606) | 3,470 | 2,891 |
| Total Non-interest Income | $18,746 | $16,733 |

(1) “Other” income includes safe deposit box rentals and other non-interest related fees totaling $381 thousand and $326 thousand for the three months ended June 30, 2026 and 2025, respectively, all of which are within the scope of ASC 606.

| Non-interest Income | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| In-Scope of Topic 606: |  |  |
| Wealth Management Fees | $9,519 | $8,001 |
| Service Charges on Deposit Accounts | 7,814 | 7,200 |
| Interchange Fee Income | 10,104 | 9,478 |
| Other Operating Income: |  |  |
| ATM Fees | 601 | 628 |
| Wire Transfer Fees | 478 | 446 |
| Other (1) | 767 | 595 |
| Non-interest Income (in-scope of Topic 606) | 29,283 | 26,348 |
| Non-interest Income (out-of-scope of Topic 606) | 6,689 | 5,225 |
| Total Non-interest Income | $35,972 | $31,573 |

(1) “Other” income includes safe deposit box rentals and other non-interest related fees totaling $767 thousand and $595 thousand for the six months ended June 30, 2026 and 2025, respectively, all of which are within the scope of ASC 606.

A description of the Company’s revenue streams accounted for under Topic 606 follows:

Service Charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as stop payment charges and statement rendering, are recognized at the time the transaction is executed (the point in time the Company fills the customer’s request). Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 14 - Revenue Recognition (continued)

Interchange Fee Income: The Company earns interchange fees from debit/credit cardholder transactions conducted through various payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

Wealth Management Fees: The Company earns wealth management and investment services income from its contracts with trust and brokerage customers to manage assets for investment and/or to transact their accounts. These fees are primarily earned over time as the Company provides the contracted monthly or quarterly services and are generally assessed based on the market value of assets under management at month-end. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed (trade date).

Other Operating Income: The other operating income revenue streams within the scope of Topic 606 consist of ATM fees, wire transfer fees, safe deposit box rentals, check printing commissions and other non-interest related fees.

### NOTE 15 – Leases

At the inception of a contract, an entity should determine whether the contract contains a lease. Topic 842 defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Control over the use of an identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefits from the use of the asset and (2) the right to direct the use of the asset.

The Bank has finance leases for branch offices as well as operating leases for branch offices, ATM locations and certain office equipment. The right-of-use asset is included in the ‘Premises, Furniture and Equipment, Net’ line of the Consolidated Balance Sheet. The lease liability is included in the ‘Accrued Interest Payable and Other Liabilities’ line of the Consolidated Balance Sheet.

The Company used the implicit lease rate when determining the present value of lease payments for finance leases. The present value of lease payments for operating leases was determined using the incremental borrowing rate as of the date the Company adopted this standard.

The components of lease expense were as follows:

| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Finance Lease Cost: |  |  |
| Amortization of Right-of-Use Assets | $52 | $53 |
| Interest on Lease Liabilities | 56 | 64 |
| Operating Lease Cost | 387 | 304 |
| Short-term Lease Cost | — | — |
| Total Lease Cost | $495 | $421 |

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Finance Lease Cost: |  |  |
| Amortization of Right-of-Use Assets | $105 | $105 |
| Interest on Lease Liabilities | 115 | 130 |
| Operating Lease Cost | 787 | 618 |
| Short-term Lease Cost | — | — |
| Total Lease Cost | $1,007 | $853 |

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 15 - Leases (continued)

The weighted average lease term and discount rates were as follows:

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Weighted Average Remaining Lease Term: |  |  |
| Finance Leases | 6 years | 6 years |
| Operating Leases | 5 years | 5 years |
| Weighted Average Discount Rate: |  |  |
| Finance Leases | 11.28% | 11.30% |
| Operating Leases | 3.26% | 3.27% |

Supplemental balance sheet information related to leases was as follows:

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Finance Leases |  |  |
| Premises, Furniture and Equipment, Net | $1,123 | $1,228 |
| Other Borrowings | 1,992 | 2,137 |
| Operating Leases |  |  |
| Operating Lease Right-of-Use Assets | $4,901 | $5,584 |
| Operating Lease Liabilities | 5,079 | 5,764 |

Supplemental cash flow information related to leases was as follows:

| Line item | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- |
| Cash paid for amounts in the Measurement of Lease Liabilities: |  |  |
| Operating Cash Flows from Finance Leases | $115 | $130 |
| Operating Cash Flows from Operating Leases | 789 | 625 |
| Financing Cash Flows from Finance Leases | 156 | 141 |

The following table presents a maturity analysis of Finance and Operating Lease Liabilities:

_June 30, 2026_

| Line item | Finance Leases | Operating Leases |
| --- | --- | --- |
| Year 1 | $519 | $1,451 |
| Year 2 | 445 | 1,034 |
| Year 3 | 438 | 781 |
| Year 4 | 438 | 518 |
| Year 5 | 438 | 429 |
| Thereafter | 414 | 1,418 |
| Total Lease Payments | 2,692 | 5,631 |
| Less Imputed Interest | (700) | (552) |
| Total | $1,992 | $5,079 |

### NOTE 16 – Business Combinations

On February 1, 2025, the Company acquired Heartland BancCorp (“Heartland”) through the merger of Heartland with and into the Company. Immediately following completion of the Heartland holding company merger, Heartland’s subsidiary bank, Heartland Bank, was 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.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 16 – Business Combinations (continued)

As of the closing of the transaction, Heartland had total assets of approximately $1.94 billion, total loans of approximately $1.58 billion, and total deposits of approximately $1.73 billion. The Company accounted for the transaction under the acquisition method of accounting, which means these financial assets and liabilities were recorded at fair value at the day of acquisition. The fair value of the common shares issued as part of the consideration paid for Heartland was based upon the closing price of the Company’s common shares on the acquisition date.

In accordance with ASC 805, the Company has expensed approximately $23,196 of direct acquisition costs and recorded $196,445 of goodwill and $40,065 of intangible assets. The goodwill of $196,445 arising from the acquisition consisted largely of synergies and the cost savings resulting from combining the operations of the companies. This goodwill will be evaluated annually for impairment and is non-deductible for tax purposes. The intangible assets are related to core deposits and are being amortized over 8 years. The following table summarizes the fair value of the total consideration transferred as a part of the Heartland acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction.

| Consideration |  |  |
| --- | --- | --- |
| Cash for Stock Options, 401K Shares and Fractional Shares | $ | $23,102 |
| Cash Consideration | — |  |
| Equity Instruments | 320,007 |  |
| Fair Value of Total Consideration Transferred | $ | $343,109 |
| Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed: |  |  |
| Cash | $ | $6,216 |
| Federal Funds Sold and Other Short-term Investments | 39,550 |  |
| Interest-bearing Time Deposits with Banks | — |  |
| Securities | 220,358 |  |
| Loans, Net | 1,503,378 |  |
| Stock in FHLB and Other Restricted Stock, at Cost | 6,992 |  |
| Premises, Furniture & Equipment | 39,764 |  |
| Other Real Estate | — |  |
| Intangible Assets | 40,065 |  |
| Company Owned Life Insurance | 20,660 |  |
| Accrued Interest Receivable and Other Assets | 39,003 |  |
| Deposits - Non-interest Bearing | (436,467) |  |
| Deposits - Interest Bearing | (1,294,696) |  |
| FHLB Advances and Other Borrowings | (29,342) |  |
| Accrued Interest Payable and Other Liabilities | (8,817) |  |
| Total Identifiable Net Assets | $ | $146,664 |
| Goodwill | $ | $196,445 |

Under the terms of the merger agreement, each Heartland common shareholder of record at the effective time of the merger became entitled to receive 3.90 shares of common stock of the Company for each of their former shares of Heartland common stock. As a result, in connection with the closing of the merger on February 1, 2025, the Company issued 7,742,723 shares of its common stock to the former shareholders of Heartland and paid $23,102 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.

This acquisition was consistent with the Company’s strategy to build a regional presence in Southern Indiana, Kentucky and Ohio. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.

GERMAN AMERICAN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(unaudited, dollars in thousands except share and per share data)

### NOTE 16 – Business Combinations (continued)

The fair value of purchased financial assets with credit deterioration was $91,377 on the date of acquisition. The gross contractual amounts receivable relating to the purchased financial assets with credit deterioration was $112,839. The Company estimates, on the date of acquisition, that $16,503 of the contractual cash flows specific to the purchased financial assets with credit deterioration will not be collected.

The following table presents unaudited pro forma information as if the acquisition had occurred on January 1, 2024 after giving effect to certain adjustments. The unaudited pro forma information for the three and six months ended June 30, 2025 and 2024 includes adjustments for interest income on loans and securities acquired, amortization of intangibles arising from the transaction, interest expense on deposits and borrowings acquired, and the related income tax effects. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected on the assumed date.

| Line item | Unaudited Pro Forma / Quarter Ended 6/30/2025 | Unaudited Pro Forma / Quarter Ended 6/30/2024 |
| --- | --- | --- |
| Net Interest Income | $73,155 | $68,771 |
| Non-interest Income | 16,733 | 21,217 |
| Total Revenue | 89,888 | 89,988 |
| Provision for Credit Losses | 1,200 | (643) |
| Non-interest Expense | 48,588 | 49,219 |
| Income Before Income Taxes | 40,100 | 41,412 |
| Income Tax Expense | 8,039 | 9,725 |
| Net Income | $32,061 | $31,687 |
| Earnings Per Share and Diluted Earnings Per Share | $0.86 | $0.85 |

For the three months ended June 30, 2025, the above pro forma financial information excludes non-recurring merger costs that totaled $929 on a pre-tax basis.

| Line item | Unaudited Pro Forma / Six Months Ended 6/30/2025 | Unaudited Pro Forma / Six Months Ended 6/30/2024 |
| --- | --- | --- |
| Net Interest Income | $145,916 | $135,029 |
| Non-interest Income | 32,354 | 39,431 |
| Total Revenue | 178,270 | 174,460 |
| Provision for Credit Losses | 284 | 257 |
| Non-interest Expense | 99,615 | 99,475 |
| Income Before Income Taxes | 78,371 | 74,728 |
| Income Tax Expense | 17,013 | 16,385 |
| Net Income | $61,358 | $58,343 |
| Earnings Per Share and Diluted Earnings Per Share | $1.64 | $1.56 |

For the six months ended June 30, 2025, the above pro forma financial information excludes non-recurring merger costs that totaled $6,861 on a pre-tax basis and Day 2 provision for credit losses under the CECL model of $16,200 on a pre-tax basis.

## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

GERMAN AMERICAN BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

German American Bancorp, Inc. is a Nasdaq-listed (symbol: GABC) financial holding company based in Jasper, Indiana. German American, through its banking subsidiary German American Bank, operates 93 banking offices located throughout Indiana (central/southern), Kentucky (northern/central/western), and Ohio (central/southwest). In Columbus, Ohio and Greater Cincinnati, the Company does business as Heartland Bank, a Division of German American Bank. The Company also owns an investment brokerage subsidiary German American Investment Services, Inc.

Throughout this Management’s Discussion and Analysis, as elsewhere in this Report, when we use the term “Company” and “German American”, we will usually be referring to the business and affairs (financial and otherwise) of the Company and its subsidiaries and affiliates as a whole. Occasionally, we will refer to the term “German American Bancorp”, “Bancorp”, “parent company” or “holding company” when we mean to refer to only German American Bancorp, Inc., and the term “Bank” when we mean to refer to only the Company’s bank subsidiary.

This section presents an analysis of the consolidated financial condition of the Company as of June 30, 2026 and December 31, 2025 and the consolidated results of operations for the three and six months ended June 30, 2026 and 2025. This discussion should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein and with the financial statements and other financial data, as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

MANAGEMENT OVERVIEW

This updated discussion should be read in conjunction with the Management Overview that was included in our Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

On February 1, 2025, German American Bancorp completed its acquisition of Heartland BancCorp (“Heartland”) through the merger of Heartland with and into the Company. Immediately following completion of the Heartland holding company merger, Heartland’s subsidiary bank, Heartland Bank, was 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 the closing of the transaction, Heartland had total assets of approximately $1.94 billion, total loans of approximately $1.58 billion, and total deposits of approximately $1.73 billion. German American Bancorp 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.

For further information regarding the acquisition of Heartland, see Note 16 in the Notes to the Consolidated Financial Statements included in Item 1 of this Report.

Net income for the quarter ended June 30, 2026 totaled $38,172,000, or $1.02 per share, an increase of 21% on a per share basis compared with the second quarter 2025 net income of $31,361,000, or $0.84 per share. Net Income for the six months ended June 30, 2026 totaled $71,324,000, or $1.90 per share, an increase of 64% on a per share basis compared with the first six months of 2025 net income of $41,878,000, or $1.16 per share.

The second quarter of 2025 results of operations included Heartland acquisition-related expenses of $929,000 ($697,000, on an after tax basis). The first six months of 2025 results of operations included acquisition-related expenses of $6,860,000 ($5,316,000, on an after tax basis) and a “Day 2” adjustment to the provision for credit losses under the CECL model of $16,200,000 ($12,150,000, on an after tax basis), in each case, related to the Heartland merger. On an adjusted basis, net income for the second quarter of 2025 was $32,058,000, or $0.86 per share, and for the six months ended June 30, 2025, was $59,345,000, or $1.64 per share. Adjusted net income and adjusted earnings per share are non-GAAP financial measures. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The financial condition and results of operations for the Company presented in the Consolidated Financial Statements, accompanying Notes to the Consolidated Financial Statements, and selected financial data appearing elsewhere within this Report, are, to a large degree, dependent upon the Company’s accounting policies. The selection of and application of these policies involve estimates, judgments, and uncertainties that are subject to change. The critical accounting policies and estimates that the Company has determined to be the most susceptible to change in the near term relate to the determination of the allowance for credit losses, the valuation of securities available for sale, income tax expense, and the valuation of goodwill and other intangible assets.

Allowance for Credit Losses

The Company maintains an allowance for credit losses to cover the estimated expected credit losses over the expected contractual life of the loan portfolio. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. A provision for credit losses is charged to operations based on management’s periodic evaluation of the necessary allowance balance. Evaluations are conducted at least quarterly and more often if deemed necessary. The ultimate recovery of all loans is susceptible to future market factors beyond the Company’s control.

The Company has an established process to determine the adequacy of the allowance for credit losses. The determination of the allowance is inherently subjective, as it requires significant estimates, including the amounts and timing of expected future cash flows on individually analyzed loans, estimated losses on other classified loans and pools of homogeneous loans, and consideration of past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, reasonable and supportable forecasts and other factors, all of which may be susceptible to significant change. The allowance consists of two components of allocations: an allowance assessed on a collective basis for pools of loans that share similar risk characteristics and an allowance assessed on individual loans that do not share similar risk characteristics with other loans. These two components represent the total allowance for credit losses deemed adequate to cover expected credit losses over the expected life of the loan portfolio.

Management’s estimate of the ACL for loans relies on the identification, stratification and separate estimates of loss for both loans collectively evaluated and loans individually evaluated for loss. The estimate of loss for loans collectively evaluated for loss in particular involves a significant level of estimation uncertainty due to its complexity and the quantity of relevant inputs, including: management’s determination of baseline loss rate multipliers based on a third party forecast of economic conditions, estimates of the reasonable and supportable forecast period, estimates of the baseline loss rate look back period, estimates of the reversion period from the reasonable and supportable forecast period to the baseline loss rate and estimates of the prepayment rate and related look back period. Additionally, management considers other qualitative risk factors to further adjust the estimated ACL on loans through a qualitative allowance.

Commercial and agricultural loans are subject to a standardized grading process administered by an internal loan review function. The need for specific reserves is considered for credits when: (a) the customer’s cash flow or net worth appears insufficient to repay the loan; (b) the loan has been criticized in a regulatory examination; (c) the loan is on non-accrual; or (d) other reasons where the ultimate collectability of the loan is in question, or the loan characteristics require special monitoring.

Specific reserves on individually analyzed loans are determined by comparing the loan balance to the present value of expected cash flows or expected collateral proceeds. Allocations are also applied to categories of loans not individually analyzed but for which the rate of loss is expected to be greater than other similar type loans, including non-performing consumer or residential real estate loans. Such allocations are based on past loss experience, reasonable and supportable forecasts and information about specific borrower situations and estimated collateral values.

General allocations are made for commercial and agricultural loans that are graded as substandard and special mention, but are not individually analyzed for specific reserves as well as other pools of loans, including non-classified loans, homogeneous portfolios of consumer and residential real estate loans, and loans within certain industry categories believed to present unique risk of loss.

The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of the loan portfolio. Determining the appropriateness and adequacy of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the loan portfolio may result in significant changes in the allowance for credit losses in future periods.

Under Accounting Standards Codification (ASC) 805, Business Combinations, in a transaction like the Heartland merger, the acquirer is required 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.

The Company utilizes a discounted cash flow methodology to estimate the allowance for credit losses. Expected cash flows are estimated for each loan and discounted using the contractual terms of the loan, calculated probabilities of default, loss given default rates, and prepayment and curtailment estimates, as well as qualitative factors. The probability of default estimates are generated using a regression model that estimates the likelihood of a loan being charged-off during its life. The regression model uses combinations of variables to assess historical loss correlations to economic factors, and these variables become model forecast inputs for economic factors that are updated in the model each period. The Company evaluates and utilizes multiple economic forecast scenarios provided by a third-party for these model inputs. These multiple economic forecast scenarios are weighted to arrive at the quantitative reserve. Changes in the economic forecast or weighting could impact the estimated credit losses which could lead to significantly different allowance levels from one reporting period to the next.

In calculating the adequacy of the allowance at June 30, 2026, management weighted different scenarios, including a baseline scenario as well as two additional alternative scenarios. To create hypothetical sensitivity analyses, management calculated a quantitative allowance using a 100% weighting applied to a baseline scenario and a quantitative allowance using a 100% weighting applied to an adverse scenario. Excluding the consideration of qualitative adjustments, the sensitivity analysis utilizing the adverse scenario would result in a hypothetical increase in the Company’s allowance of $5,300,000. Excluding consideration of qualitative adjustments, a corresponding $4,200,000 decrease in the Company’s allowance would occur in a hypothetical scenario if only the baseline scenario was used. The sensitivity and related range of impact is a hypothetical analysis and is not intended to represent management’s estimation of the adequacy of the allowance for credit losses at June 30, 2026.

Securities Valuation

Available-for-sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For available-for-sale debt securities in an unrealized loss position, the Company assesses whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a credit loss exists, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes. No allowance for credit losses for available-for-sale debt securities was needed at June 30, 2026. Accrued interest receivable on available-for-sale debt securities is excluded from the estimate of credit losses. As of June 30, 2026, gross unrealized gains on the securities available-for-sale portfolio totaled approximately $2,760,000 and gross unrealized losses totaled approximately $211,412,000. The net amount of these two items, net of applicable taxes, is included in other comprehensive income (loss).

Equity securities that do not have readily determinable fair values are carried at cost, less impairment, with observable price changes being recognized in earnings.

Income Tax Expense

Income tax expense involves estimates related to the valuation allowance on deferred tax assets and loss contingencies related to exposure from tax examinations presumed to occur.

A valuation allowance reduces deferred tax assets to the amount management believes is more likely than not to be realized. In evaluating the realization of deferred tax assets, management considers the likelihood that sufficient taxable income of appropriate character will be generated within carry-back and carry-forward periods, including consideration of available tax planning strategies. Tax-related loss contingencies, including assessments arising from tax examinations and tax strategies, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. In

considering the likelihood of loss, management considers the nature of the contingency, the progress of any examination or related protest or appeal, the views of legal counsel and other advisors, experience of the Company or other enterprises in similar matters, if any, and management’s intended response to any assessment.

Goodwill and Other Intangible Assets

Goodwill resulting from business combinations represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The Company has selected December 31 as the date to perform the annual impairment test. Goodwill is the only intangible asset with an indefinite life on the Company’s balance sheet. No impairment to Goodwill was indicated based on year-end testing.

Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Other intangible assets consist of core deposit and acquired customer relationship intangible assets. They are initially measured at fair value and then are amortized over their estimated useful lives, which range from 7 to 8 years.

RESULTS OF OPERATIONS

Net income for the quarter ended June 30, 2026 totaled $38,172,000, or $1.02 per share, an increase of 21% on a per share basis compared with the second quarter 2025 net income of $31,361,000, or $0.84 per share. Net Income for the six months ended June 30, 2026 totaled $71,324,000, or $1.90 per share, an increase of 64% on a per share basis compared with the first six months of 2025 net income of $41,878,000, or $1.16 per share.

The second quarter of 2025 results of operations included Heartland acquisition-related expenses of $929,000 ($697,000, on an after tax basis). The first six months of 2025 results of operations included acquisition-related expenses of $6,860,000 ($5,316,000, on an after tax basis) and a “Day 2” adjustment to the provision for credit losses under the CECL model of $16,200,000 ($12,150,000, on an after tax basis), in each case, related to the Heartland merger. On an adjusted basis, net income for the second quarter of 2025 was $32,058,000, or $0.86 per share, and for the six months ended June 30, 2025, was $59,345,000, or $1.64 per share. Adjusted net income and adjusted earnings per share are non-GAAP financial measures. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Net Interest Income:

The following table summarizes net interest income (on a tax-equivalent basis) for the three months ended June 30, 2026 and 2025. For tax-equivalent adjustments, an effective tax rate of 21% was used for both periods.(1)

| Line item | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Three Months Ended June 30, 2026 / Principal Balance | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Three Months Ended June 30, 2026 / Income / Expense | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Three Months Ended June 30, 2026 / Yield / Rate | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Three Months Ended June 30, 2025 / Principal Balance | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Three Months Ended June 30, 2025 / Income / Expense | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Three Months Ended June 30, 2025 / Yield / Rate |
| --- | --- | --- | --- | --- | --- | --- |
| ASSETS |  |  |  |  |  |  |
| Federal Funds Sold and Other Short-term Investments | $128,925 | $1,186 | 3.69% | $353,588 | $3,932 | 4.46% |
| Securities: |  |  |  |  |  |  |
| Taxable | 1,191,408 | 9,924 | 3.33% | 1,119,679 | 9,139 | 3.26% |
| Non-taxable | 497,749 | 4,505 | 3.62% | 452,917 | 4,256 | 3.76% |
| Total Loans and Leases⁽²⁾ | 5,879,528 | 93,957 | 6.41% | 5,678,929 | 90,378 | 6.38% |
| TOTAL INTEREST EARNING ASSETS | 7,697,610 | 109,572 | 5.71% | 7,605,113 | 107,705 | 5.68% |
| Other Assets | 864,036 |  |  | 894,911 |  |  |
| Less: Allowance for Credit Losses | (79,801) |  |  | (75,696) |  |  |
| TOTAL ASSETS | $8,481,845 |  |  | $8,424,328 |  |  |
| LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |
| Interest-bearing Demand Deposits | $1,906,958 | $6,218 | 1.31% | $1,946,716 | $7,800 | 1.61% |
| Savings Deposits and Money Market Accounts | 1,869,579 | 7,803 | 1.67% | 1,911,480 | 9,939 | 2.09% |
| Time Deposits | 1,340,636 | 11,155 | 3.34% | 1,381,233 | 12,896 | 3.75% |
| FHLB Advances and Other Borrowings | 170,945 | 1,798 | 4.22% | 208,241 | 2,645 | 5.09% |
| TOTAL INTEREST-BEARING LIABILITIES | 5,288,118 | 26,974 | 2.05% | 5,447,670 | 33,280 | 2.45% |
| Demand Deposit Accounts | 1,946,872 |  |  | 1,873,459 |  |  |
| Other Liabilities | 55,572 |  |  | 54,972 |  |  |
| TOTAL LIABILITIES | 7,290,562 |  |  | 7,376,101 |  |  |
| Shareholders’ Equity | 1,191,283 |  |  | 1,048,227 |  |  |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $8,481,845 |  |  | $8,424,328 |  |  |
| COST OF FUNDS |  |  | 1.41% |  |  | 1.76% |
| NET INTEREST INCOME |  | $82,598 |  |  | $74,425 |  |
| NET INTEREST MARGIN (3) |  |  | 4.30% |  |  | 3.92% |

(1) Effective tax rates were determined as though interest earned on the Company’s investments in municipal bonds and loans was fully taxable.

(2) Loans held-for-sale and non-accruing loans have been included in average loans.

(3) Net interest income, on a tax-equivalent basis, represents a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

The following table summarizes net interest income (on a tax-equivalent basis) for the six months ended June 30, 2026 and 2025. For tax-equivalent adjustments, an effective tax rate of 21% was used for both periods.(1)

| Line item | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Six Months Ended June 30, 2026 / Principal Balance | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Six Months Ended June 30, 2026 / Income / Expense | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Six Months Ended June 30, 2026 / Yield / Rate | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Six Months Ended June 30, 2025 / Principal Balance | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Six Months Ended June 30, 2025 / Income / Expense | Average Balance Sheet(Tax-equivalent basis / dollars in thousands) / Six Months Ended June 30, 2025 / Yield / Rate |
| --- | --- | --- | --- | --- | --- | --- |
| ASSETS |  |  |  |  |  |  |
| Federal Funds Sold and Other Short-term Investments | $82,170 | $1,498 | 3.68% | $277,486 | $6,148 | 4.47% |
| Securities: |  |  |  |  |  |  |
| Taxable | 1,190,018 | 19,595 | 3.29% | 1,114,594 | 18,260 | 3.28% |
| Non-taxable | 499,424 | 8,875 | 3.55% | 464,719 | 8,527 | 3.67% |
| Total Loans and Leases⁽²⁾ | 5,875,878 | 186,661 | 6.40% | 5,408,894 | 172,305 | 6.42% |
| TOTAL INTEREST EARNING ASSETS | 7,647,490 | 216,629 | 5.70% | 7,265,693 | 205,240 | 5.69% |
| Other Assets | 863,386 |  |  | 833,936 |  |  |
| Less: Allowance for Credit Losses | (79,308) |  |  | (70,863) |  |  |
| TOTAL ASSETS | $8,431,568 |  |  | $8,028,766 |  |  |
| LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |
| Interest-bearing Demand Deposits | $1,867,508 | $11,970 | 1.29% | $1,878,364 | $14,913 | 1.60% |
| Savings Deposits and Money Market Accounts | 1,878,912 | 15,631 | 1.68% | 1,796,749 | 18,134 | 2.04% |
| Time Deposits | 1,317,045 | 22,273 | 3.41% | 1,325,992 | 24,616 | 3.74% |
| FHLB Advances and Other Borrowings | 193,606 | 3,957 | 4.12% | 212,404 | 5,261 | 4.99% |
| TOTAL INTEREST-BEARING LIABILITIES | 5,257,071 | 53,831 | 2.06% | 5,213,509 | 62,924 | 2.43% |
| Demand Deposit Accounts | 1,929,001 |  |  | 1,772,153 |  |  |
| Other Liabilities | 57,689 |  |  | 52,975 |  |  |
| TOTAL LIABILITIES | 7,243,761 |  |  | 7,038,637 |  |  |
| Shareholders’ Equity | 1,187,807 |  |  | 990,129 |  |  |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $8,431,568 |  |  | $8,028,766 |  |  |
| COST OF FUNDS |  |  | 1.42% |  |  | 1.75% |
| NET INTEREST INCOME |  | $162,798 |  |  | $142,316 |  |
| NET INTEREST MARGIN (3) |  |  | 4.28% |  |  | 3.94% |

(1) Effective tax rates were determined as though interest earned on the Company’s investments in municipal bonds and loans was fully taxable.

(2) Loans held-for-sale and non-accruing loans have been included in average loans.

(3) Net interest income, on a tax-equivalent basis, represents a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

During the second quarter of 2026, net interest income, on a non tax-equivalent basis, totaled $81,208,000, an increase of $8,053,000, or 11%, compared to the second quarter of 2025 net interest income of $73,155,000. During the first six months of 2026, net interest income, on a non tax-equivalent basis, totaled $160,059,000, an increase of $20,332,000, or 15%, compared to the first six months of 2025 net interest income of $139,727,000. The improvement in net interest income during the second quarter of 2026 compared with the second quarter of 2025 and six months ended June 30, 2026 compared with the same period of 2025 was the result of an improved net interest margin and a higher level of average earning assets.

The tax equivalent net interest margin for the quarter ended June 30, 2026 was 4.30% compared with 3.92% in the second quarter of 2025. The tax equivalent net interest margin for the six months ended June 30, 2026, was 4.28% compared with 3.94% for the six months ended June 30, 2025. The continued improvement in the net interest margin for both periods in 2026 was driven by a lower cost of funds primarily attributable to lower deposit costs and improved yields on earning assets. The lower cost of deposits was driven by the Federal Reserve’s lowering of the Federal Funds rates over the last several months of 2025 and the Company’s ability to correspondingly lower deposit costs.

The Company’s net interest margin and net interest income in all periods presented were impacted by accretion of loan discounts on acquired loans. Accretion of discounts on acquired loans totaled $3,235,000 during the second quarter of 2026 and $3,483,000 during the second quarter of 2025. Accretion of discounts on acquired loans contributed approximately 17 basis points to the net interest margin in the second quarter of 2026 and 18 basis points in the second quarter of 2025. Accretion of discounts on acquired loans totaled $6,691,000 during the six months ended June 30, 2026 compared to $7,675,000 during the six months ended June 30, 2025. Accretion of discounts on acquired loans contributed approximately 17 basis points to the net interest margin for the first six months of 2026 and 21 basis points in the first six months of 2025.

Provision for Credit Losses:

The Company provides for credit losses through regular provisions to the allowance for credit losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations of the allowance. During the quarter ended June 30, 2026, the Company recorded a provision for credit losses of $1,500,000 compared with a provision for credit losses of $1,200,000 during the second quarter of 2025. During the six months ended June 30, 2026, the Company recorded a provision for credit losses of $3,500,000 compared with a provision for credit losses of $16,500,000 for the first six months of 2025. The first six months of 2025 included a provision for credit losses of $16,200,000 related to the “Day 2” adjustment for the Heartland acquisition. In a transaction like the Heartland merger, the accounting rules in effect prior to adoption of ASU 2025-08 required 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.

Net charge-offs totaled $673,000, or 5 basis points, on an annualized basis, of average loans outstanding during the second quarter of 2026 compared with $848,000, or 6 basis points, on an annualized basis, of average loans during the second quarter of 2025. Net charge-offs totaled $1,820,000, or 6 basis points, on an annualized basis, of average loans for the six months ended June 30, 2026 compared with $1,334,000, or 5 basis points, on an annualized basis, of average loans for the same period of 2025.

The provision for credit losses for the three and six months ended June 30, 2026 was made at a level deemed necessary by management to absorb expected losses in the loan portfolio. A detailed evaluation of the adequacy of the allowance for credit losses is completed quarterly by management, the results of which are used to determine provision for credit losses. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and reasonable and supportable forecasts along with other qualitative and quantitative factors.

Non-interest Income:

During the quarter ended June 30, 2026, non-interest income totaled $18,746,000, an increase of $2,013,000, or 12%, compared with the second quarter of 2025. The increase during the second quarter of 2026 compared to the same period of 2025 was primarily attributable to improvement of the Company’s existing fee revenue generation and increased gains on sales of loans.

| Non-interest Income(dollars in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Change From Prior Period / Amount / Change | Change From Prior Period / Percent / Change |
| --- | --- | --- | --- | --- |
| Wealth Management Fees | $5,010 | $4,165 | $845 | 20% |
| Service Charges on Deposit Accounts | 3,988 | 3,714 | 274 | 7 |
| Company Owned Life Insurance | 667 | 703 | (36) | (5) |
| Interchange Fee Income | 5,328 | 5,057 | 271 | 5 |
| Other Operating Income | 2,204 | 1,815 | 389 | 21 |
| Subtotal | 17,197 | 15,454 | 1,743 | 11 |
| Net Gains on Sales of Loans | 1,549 | 1,279 | 270 | 21 |
| Net Gains (Losses) on Securities | — | — | — | n/m (1) |
| Total Non-interest Income | $18,746 | $16,733 | $2,013 | 12 |

(1) n/m= not meaningful

Wealth management fees increased $845,000, or 20%, during the second quarter of 2026 compared with the second quarter of 2025. The increase during the second quarter of 2026 compared with the second quarter of 2025 was largely attributable to increased assets under management driven by healthy capital markets throughout the past year and continued strong new business results.

Service charges on deposit accounts increased $274,000, or 7%, during the quarter ended June 30, 2026 compared with the same period of 2025. The increase during the second quarter of 2026 compared with the second quarter of 2025 was primarily driven by continued increases in customer utilization of deposit services.

For the quarter ended June 30, 2026, interchange fees increased $271,000, or 5%, compared with the same quarter of 2025. The increase during the second quarter of 2026 compared with the second quarter of 2025 was largely related to a higher level of customer transaction volume.

Net gains on sales of loans increased $270,000, or 21%, in the second quarter of 2026 compared with the second quarter of 2025. The increase during the second quarter of 2026 compared with the second quarter of 2025 was driven by a higher volume of loans sold. Loan sales totaled $70.8 million during the second quarter of 2026 compared with $50.2 million during the second quarter of 2025.

During the six months ended June 30, 2026, non-interest income totaled $35,972,000, an increase of $4,399,000, or 14%, compared with the six months ended June 30, 2025. The increase during the first six months of 2026 compared to the same period of 2025 was primarily attributable to improvement of the Company’s existing fee revenue generation and increased gains on sales of loans.

| Non-interest Income(dollars in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Change From Prior Period / Amount / Change | Change From Prior Period / Percent / Change |
| --- | --- | --- | --- | --- |
| Wealth Management Fees | $9,519 | $8,001 | $1,518 | 19% |
| Service Charges on Deposit Accounts | 7,814 | 7,200 | 614 | 9 |
| Company Owned Life Insurance | 1,304 | 1,278 | 26 | 2 |
| Interchange Fee Income | 10,104 | 9,478 | 626 | 7 |
| Other Operating Income | 4,199 | 3,404 | 795 | 23 |
| Subtotal | 32,940 | 29,361 | 3,579 | 12 |
| Net Gains on Sales of Loans | 3,032 | 2,212 | 820 | 37 |
| Net Gains (Losses) on Securities | — | — | — | n/m (1) |
| Total Non-interest Income | $35,972 | $31,573 | $4,399 | 14 |

(1) n/m= not meaningful

Wealth management fees increased $1,518,000, or 19%, during the first six months of 2026 compared with the same period of 2025. The increase during the first six months of 2026 compared with the same period of 2025 was largely attributable to increased assets under management, driven by healthy capital markets and continued strong new business results.

Service charges on deposit accounts increased $614,000, or 9%, during the six months ended June 30, 2026 compared with the same period of 2025. The increase during the first six months of 2026 compared with the same period of 2025 was primarily driven by the Heartland acquisition in addition to increased customer utilization of deposit services.

For the six months ended June 30, 2026, interchange fees increased $626,000, or 7%, compared with the same period of 2025. The increase during the first six months of 2026 compared with the same period of 2025 was largely related to a higher level of customer transaction volume and the Heartland acquisition.

Other operating income increased $795,000, or 23%, in the first six months of 2026 compared with the same period of 2025. The increase during the first six months of 2026 compared with the first six months of 2025 was largely the result of the Heartland transaction.

Net gains on sales of loans increased $820,000, or 37%, during the six months ended June 30, 2026 compared with the six months ended June 30, 2025. The increase during the first six months of 2026 compared with the same period of 2025 was driven by a higher volume of loans sold. Loan sales totaled $122.9 million during the first six months of 2026 compared with $89.5 million during the first six months of 2025.

Non-interest Expense:

During the quarter ended June 30, 2026, non-interest expense totaled $50,382,000, an increase of $865,000, or 2%, compared with the second quarter of 2025. The second quarter of 2025 non-interest expenses included approximately $929,000 of non-recurring acquisition-related expenses associated with the Heartland acquisition. On an adjusted basis, non-interest expense for the second quarter of 2025 was $48,588,000.

Adjusted non-interest expense is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

| Non-interest Expense(dollars in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Change From Prior Period / Amount / Change | Change From Prior Period / Percent / Change |
| --- | --- | --- | --- | --- |
| Salaries and Employee Benefits | $27,142 | $26,638 | $504 | 2% |
| Occupancy, Furniture and Equipment Expense | 5,178 | 4,751 | 427 | 9 |
| FDIC Premiums | 936 | 888 | 48 | 5 |
| Data Processing Fees | 4,358 | 4,086 | 272 | 7 |
| Professional Fees | 2,144 | 2,112 | 32 | 2 |
| Advertising and Promotion | 1,240 | 1,300 | (60) | (5) |
| Intangible Amortization | 2,362 | 2,803 | (441) | (16) |
| Other Operating Expenses | 7,022 | 6,939 | 83 | 1 |
| Total Non-interest Expense | $50,382 | $49,517 | $865 | 2 |

Salaries and benefits increased $504,000, or 2%, during the second quarter of 2026 compared with the second quarter of 2025. The increase during the second quarter of 2026 compared to the second quarter of 2025 was primarily driven by standard merit increases and higher levels of incentive compensation.

Occupancy, furniture and equipment expense increased $427,000, or 9%, for the three months ended June 30, 2026, compared to the same period of 2025. The increase during the second quarter of 2026 compared with the second quarter of 2025 was largely attributable to increased levels of real estate taxes, depreciation and repairs and maintenance costs.

Intangible amortization declined $441,000, or 16%, compared with the second quarter of 2025. The decline during the second quarter of 2026 compared to the second quarter of 2025 was primarily attributable to the accelerated amortization method for which intangibles are amortized.

For the six months ended June 30, 2026, non-interest expense totaled $102,750,000, an increase of $451,000 compared with the first six months of 2025. The first six months of 2025 non-interest expenses included approximately $6,861,000 of non-recurring acquisition-related expenses associated with the Heartland acquisition. On an adjusted basis, non-interest expense for the first six months of 2025 was $95,438,000.

Adjusted non-interest expense is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

| Non-interest Expense(dollars in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Change From Prior Period / Amount / Change | Change From Prior Period / Percent / Change |
| --- | --- | --- | --- | --- |
| Salaries and Employee Benefits | $55,454 | $54,678 | $776 | 1% |
| Occupancy, Furniture and Equipment Expense | 10,514 | 9,414 | 1,100 | 12 |
| FDIC Premiums | 1,937 | 1,788 | 149 | 8 |
| Data Processing Fees | 8,626 | 9,581 | (955) | (10) |
| Professional Fees | 4,135 | 6,296 | (2,161) | (34) |
| Advertising and Promotion | 2,856 | 2,754 | 102 | 4 |
| Intangible Amortization | 4,833 | 4,873 | (40) | (1) |
| Other Operating Expenses | 14,395 | 12,915 | 1,480 | 11 |
| Total Non-interest Expense | $102,750 | $102,299 | $451 | — |

Salaries and benefits increased $776,000, or 1%, during the first six months of 2026 compared with the same period of 2025. The first six months of 2025 included approximately $1,850,000 of acquisition-related salary and benefit costs of a non-recurring nature. On an adjusted basis, salaries and benefits expense for the first six months of 2025 totaled $52,828,000. The increase of $2,626,000 comparing the six months of 2026 to the adjusted first six months of 2025 was primarily driven by an

additional month of expense for the acquisition of Heartland in the first quarter of 2026 and a higher level of incentive compensation.

Occupancy, furniture and equipment expense increased $1,100,000, or 12%, for the six months ended June 30, 2026, compared to the same period of 2025. The increase during the six months ended June 30, 2026 compared with the same period of 2025 was largely attributable to the operating costs of the Heartland branch network.

During the six months of 2026, data processing fees declined $955,000, or 10%, compared with the same period of 2025. The decline in the first six months of 2026 compared with the same period of 2025 was largely driven by acquisition-related costs, which totaled approximately $1,558,000 during the first six months of 2025.

Professional fees declined $2,161,000, or 34%, during the first six months of 2026 compared with the first six months of 2025. This decline was largely attributable to acquisition related costs included in the first six months of 2025, which totaled approximately $2,883,000.

Other operating expenses increased $1,480,000, or 11%, for the six months ended June 30, 2026 compared with the same period of 2025. The increase during the six months ended June 30, 2026 compared with the same period of 2025 was primarily attributable to an increase in the Ohio financial institution tax and increased amortization expense for residential mortgage servicing rights as well as the operating costs of Heartland for a full six months in 2026.

Income Taxes:

The Company’s effective income tax rate was 20.6% and 19.9%, respectively, during the three months ended June 30, 2026 and 2025. The Company's effective income tax rate was 20.6% and 20.2%, respectively, during the six months ended June 30, 2026 and 2025. The effective tax rate in all periods presented was lower than the blended statutory rate resulting primarily from the Company’s tax-exempt investment income on securities, loans and company-owned life insurance, income tax credits generated from affordable housing projects, and income generated by subsidiaries domiciled in a state with no state or local income tax.

FINANCIAL CONDITION

At June 30, 2026, total assets for the Company remained relatively stable compared with year end 2025 at $8.4 billion. During the first six months of 2026, increases in loans and securities available-for-sale were somewhat offset by a decline in cash and cash equivalents.

June 30, 2026 total loans increased $57.0 million, or 2% on an annualized basis, compared with December 31, 2025. The increase during the first half of 2026 compared with December 31, 2025 was largely driven by growth in commercial real estate and retail loans. Commercial real estate loans increased $77.0 million, or 5% on an annualized basis, and home equity lines of credit increased $38.1 million, or 16% on an annualized basis. These increases were partially mitigated by declines in commercial and industrial loans and leases of $14.4 million, or 3% on an annualized basis, agricultural loans of $12.6 million, or 5% on an annualized basis, residential mortgage loans of $13.9 million, or 4% on an annualized basis, and other consumer loans of $17.3 million, or 24% on an annualized basis.

The composition of the loan portfolio has remained relatively stable and diversified over the past several years. The addition of the Heartland loan portfolio during the first quarter of 2025 resulted in only modest changes to the overall portfolio composition, most notably in the residential mortgage loan segment. The portfolio is most heavily weighted in commercial real estate loans at 54% of the portfolio, followed by commercial and industrial loans at 14% of the portfolio, residential mortgage loans at 13% of the portfolio, home equity loans at 9% of the portfolio and agricultural loans at 8% of the portfolio. The Company’s commercial lending is extended to various industries, including multi-family housing and lodging, agribusiness and manufacturing, as well as health care, wholesale, and retail services.

| End of Period Loan Balances:(dollars in thousands) | June 30,2026 | December 31,2025 | Current Period Change |
| --- | --- | --- | --- |
| Commercial and Industrial Loans and Leases | $833,838 | $848,240 | $(14,402) |
| Commercial Real Estate Loans | 3,219,433 | 3,142,472 | 76,961 |
| Agricultural Loans | 476,605 | 489,168 | (12,563) |
| Home Equity and Consumer Loans | 650,832 | 630,015 | 20,817 |
| Residential Mortgage Loans | 760,702 | 774,553 | (13,851) |
| Total Loans | $5,941,410 | $5,884,448 | $56,962 |

The Company’s commercial real estate portfolio is well-diversified over numerous property types. The table below provides property type detail for the most significant segments of the Company’s commercial real estate loan portfolio.

| Line item | June 30, 2026 / % of Commercial Real Estate Portfolio | June 30, 2026 / % of Total Loan Portfolio | December 31, 2025 / % of Commercial Real Estate Portfolio | December 31, 2025 / % of Total Loan Portfolio |
| --- | --- | --- | --- | --- |
| Multi-Family Dwellings | 22% | 12% | 21% | 11% |
| Retail Space | 14% | 8% | 14% | 7% |
| Industrial, Manufacturing, Warehousing Properties | 9% | 5% | 9% | 5% |
| Healthcare Facilities | 9% | 5% | 8% | 4% |
| Lodging | 8% | 4% | 9% | 5% |
| 1-4 Family Investment Properties | 8% | 4% | 8% | 4% |
| Office Real Estate | 7% | 4% | 8% | 4% |
| Land Development and Construction | 6% | 3% | 6% | 3% |

The Company’s commercial real estate (“CRE”) loan portfolio is further diversified by occupancy type, with approximately 75% of the CRE portfolio being non-owner occupied at June 30, 2026 (which is 41% of the Company’s overall loan portfolio), and 25% of the CRE portfolio being owner occupied (which is 13% of the Company’s total loan portfolio). At December 31, 2025, the Company’s commercial real estate loan portfolio was diversified by occupancy type, with approximately 76% of the CRE portfolio being non-owner occupied (which was 40% of the Company’s overall loan portfolio), and 24% of the CRE portfolio being owner occupied (which was 13% of the Company’s total loan portfolio).

Commercial real estate loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Like much of the Bank’s lending activities, the underwriting standards for commercial real estate are designed to promote relationship banking rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, our management examines market conditions and current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. As discussed above, the properties securing our commercial real estate portfolio are diverse in terms of property type, occupancy type, and geographic location. This diversity helps reduce the Bank’s exposure to adverse economic events that affect any single market or industry. Management will continue to monitor and evaluate commercial real estate loans based on collateral, geography and risk grade criteria.

The following table indicates the breakdown of the allowance for credit losses for the periods indicated (dollars in thousands):

| Line item | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Commercial and Industrial Loans and Leases | $18,826 | $20,754 |
| Commercial Real Estate Loans | 43,700 | 40,626 |
| Agricultural Loans | 3,343 | 3,324 |
| Home Equity and Consumer Loans | 5,645 | 5,352 |
| Residential Mortgage Loans | 7,860 | 7,638 |
| Unallocated | — | — |
| Total Allowance for Credit Losses | $79,374 | $77,694 |

The Company’s allowance for credit losses totaled $79.4 million at June 30, 2026 compared to $77.7 million at December 31, 2025. The allowance for credit losses represented 1.34% of period-end loans at June 30, 2026 compared with 1.32% at December 31, 2025.

Under the CECL model, certain acquired loans continue to carry a fair value discount as well as an allowance for credit losses. As of June 30, 2026, the Company held net discounts on acquired loans of $46.3 million, which included $44.6 million related to the Heartland loan portfolio.

The following is an analysis of the Company’s non-performing assets at June 30, 2026 and December 31, 2025:

| Non-performing Assets:(dollars in thousands) | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Non-accrual Loans | $26,843 | $29,319 |
| Past Due Loans (90 days or more and accruing) | 3 | 92 |
| Total Non-performing Loans | 26,846 | 29,411 |
| Other Real Estate | — | 68 |
| Total Non-performing Assets | $26,846 | $29,479 |
| Loan Modifications | — | — |
| Non-performing Loans to Total Loans | 0.45% | 0.50% |
| Non-performing Assets to Period End Assets | 0.32% | 0.35% |
| Allowance for Credit Loss to Non-performing Loans | 295.66% | 264.17% |

The following table presents non-accrual loans and loans past due 90 days or more still on accrual by class of loans:

| Line item | Non-Accrual Loans / June 30,2026 | Non-Accrual Loans / December 31,2025 | Loans Past Due 90 Daysor More & Still Accruing / June 30,2026 | Loans Past Due 90 Daysor More & Still Accruing / December 31,2025 |
| --- | --- | --- | --- | --- |
| Commercial and Industrial Loans and Leases | $13,659 | $16,549 | — | — |
| Commercial Real Estate Loans | 6,561 | 6,303 | — | 92 |
| Agricultural Loans | 2,719 | 3,123 | 3 | — |
| Home Equity Loans | 680 | 776 | — | — |
| Consumer Loans | 523 | 181 | — | — |
| Residential Mortgage Loans | 2,701 | 2,387 | — | — |
| Total | $26,843 | $29,319 | $3 | $92 |

Non-performing assets totaled $26.8 million at June 30, 2026 compared to $29.5 million at December 31, 2025. Non-performing assets represented 0.32% of total assets at June 30, 2026 compared to 0.35% at December 31, 2025. Non-performing loans totaled $26.8 million at June 30, 2026 compared to $29.4 million at December 31, 2025. Non-performing loans represented 0.45% of total loans at June 30, 2026 compared to 0.50% at December 31, 2025. Total non-performing assets from the Heartland acquisition were approximately $17.7 million at June 30, 2026.

June 30, 2026 total deposits remained relatively stable compared to year-end 2025 at $7.0 billion. Non-interest bearing deposits have remained relatively stable as a percent of total deposits at approximately 28% at both June 30, 2026 and December 31, 2025. The addition of the Heartland deposit portfolio did not result in significant changes to the overall deposit portfolio composition.

| End of Period Deposit Balances:(dollars in thousands) | June 30,2026 | December 31,2025 | Current Period Change |
| --- | --- | --- | --- |
| Non-interest-bearing Demand Deposits | $1,967,770 | $1,944,831 | $22,939 |
| Interest-bearing Demand, Savings, & Money Market Accounts | 3,676,343 | 3,755,374 | (79,031) |
| Time Deposits < $100,000 | 452,079 | 475,943 | (23,864) |
| Time Deposits of $100,000 or more | 899,571 | 813,594 | 85,977 |
| Total Deposits | $6,995,763 | $6,989,742 | $6,021 |

Capital Resources:

As of June 30, 2026, shareholders’ equity increased by $49.2 million to $1.212 billion compared with $1.162 billion at year-end 2025. The increase in shareholders’ equity was primarily attributable to increased retained earnings of $48.2 million due to net income of $71.3 million. Partially offsetting the increase in retained earnings was the payment of $23.2 million in shareholder dividends.

Shareholders’ equity represented 14.4% of total assets at June 30, 2026 and 13.9% of total assets at December 31, 2025. Shareholders’ equity included $404.4 million of goodwill and other intangible assets at June 30, 2026 compared to $409.3 million of goodwill and other intangible assets at December 31, 2025.

The Company’s Board of Directors previously approved a plan to repurchase up to 1.0 million shares of the Company’s outstanding common stock. On a share basis, the amount of common stock subject to the repurchase plan represented approximately 3% of the Company’s outstanding shares on the date it was approved. The Company is not obligated to purchase any shares under the plan, and the plan may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase plan will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements. The Company has not repurchased any shares of common stock under the repurchase plan.

Federal banking regulations provide guidelines for determining the capital adequacy of bank holding companies and banks. These guidelines provide for a more narrow definition of core capital and assign a measure of risk to the various categories of assets. The Company is required to maintain minimum levels of capital in proportion to total risk-weighted assets and off-balance sheet exposures.

The current risk-based capital rules, as adopted by federal banking regulators, are based upon guidelines developed by the Basel Committee on Banking Supervision and reflect various requirements of the Dodd-Frank Act (the “Basel III Rules”). The Basel III Rules require banking organizations to, among other things, maintain a minimum ratio of Total Capital to risk-weighted assets, a minimum ratio of Tier 1 Capital to risk-weighted assets, a minimum ratio of “Common Equity Tier 1 Capital” to risk-weighted assets, and a minimum leverage ratio (calculated as the ratio of Tier 1 Capital to adjusted average consolidated assets). In addition, under the Basel III Rules, in order to avoid limitations on capital distributions, including dividend payments, the Company is required to maintain a 2.5% capital conservation buffer above the adequately capitalized regulatory capital ratios. At June 30, 2026, the capital levels for the Company and its subsidiary bank remained well in excess of the minimum amounts needed for capital adequacy purposes and the Bank’s capital levels met the necessary requirements to be considered well-capitalized.

The table below presents the Company’s consolidated and the subsidiary bank’s capital ratios under regulatory guidelines:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | 6/30/2026 Ratio | 12/31/2025 Ratio | Minimum for Capital Adequacy Purposes ⁽¹⁾ | Well-Capitalized Guidelines |
| Total Capital (to Risk Weighted Assets) |  |  |  |  |
| Consolidated | 15.50% | 14.93% | 8.00% | N/A |
| Bank | 14.24% | 13.80% | 8.00% | 10.00% |
| Tier 1 (Core) Capital (to Risk Weighted Assets) |  |  |  |  |
| Consolidated | 14.57% | 14.04% | 6.00% | N/A |
| Bank | 13.31% | 12.91% | 6.00% | 8.00% |
| Common Tier 1 (CET 1) Capital Ratio (to Risk Weighted Assets) |  |  |  |  |
| Consolidated | 14.06% | 13.52% | 4.50% | N/A |
| Bank | 13.31% | 12.91% | 4.50% | 6.50% |
| Tier 1 Capital (to Average Assets) |  |  |  |  |
| Consolidated | 12.25% | 11.54% | 4.00% | N/A |
| Bank | 11.19% | 10.61% | 4.00% | 5.00% |

(1) Excludes capital conservation buffer.

Liquidity:

The Consolidated Statement of Cash Flows details the elements of changes in the Company’s consolidated cash and cash equivalents. Total cash and cash equivalents decreased $24.2 million during the six months ended June 30, 2026 ending at $94.2 million. During the six months ended June 30, 2026, operating activities resulted in net cash inflows of $95.2 million. Investing activities resulted in net cash outflows of $88.3 million during the six months ended June 30, 2026. Financing activities resulted in net cash outflows for the six months ended June 30, 2026 of $31.1 million.

The Company’s bank subsidiary’s primary source of funding is its customer deposits, supplemented by reciprocal deposits. The bank subsidiary of the Company also utilizes short-term funding sources from time to time. These sources consist of overnight federal funds purchased from other financial institutions, secured repurchase agreements that generally mature within one day of the transaction date, and secured overnight variable rate borrowings from the FHLB and the Federal Reserve Bank. These borrowings represent an important source of short-term liquidity for the Company’s bank subsidiary. In addition, the

Company, as a separate and distinct corporation from its bank and other subsidiaries, also has the ability to borrow funds from other financial institutions and to raise debt or equity capital from the capital markets and other sources.

The Company’s bank subsidiary is authorized by its Board to borrow up to $1.68 billion at the FHLB, but availability at June 30, 2026 was limited to approximately $660 million based on the then pledged collateral and outstanding borrowings. In addition, the Company had a borrowing capacity of approximately $771 million at the Federal Reserve Bank as of June 30, 2026, based on the then pledged collateral. The capacity for borrowings from the FHLB and the Federal Reserve Bank could be increased, in each case, by the Company pledging additional available collateral. The Company’s Asset/Liability Committee closely monitors the availability of these sources as part of its overall oversight and management of the bank subsidiary’s liquidity.

The parent company is a corporation separate and distinct from its bank and other subsidiaries. The Company uses funds at the parent-company level to pay dividends to its shareholders, to acquire or make other investments in other businesses or their securities or assets, to repurchase its stock from time to time, and for other general corporate purposes including debt service. The parent company does not have access at the parent-company level to the deposits and certain other sources of funds that are available to its bank subsidiary to support its operations. Instead, the parent company has historically derived most of its revenues from dividends paid to the parent company by its bank subsidiary. The Company’s banking subsidiary is subject to statutory restrictions on its ability to pay dividends to the parent company. The parent company has, from time-to-time, supplemented the dividends received from its subsidiaries with borrowings. As of June 30, 2026, the parent company had approximately $65.1 million of cash and cash equivalents available to meet its cash flow needs.

USE OF NON-GAAP FINANCIAL MEASURES

The accounting and reporting policies of German American Bancorp, Inc. (the “Company”) conform to U.S. generally accepted accounting principles (“GAAP”) and general practices within the banking industry. As a supplement to GAAP, the Company has provided certain, non-GAAP financial measures, which it believes are useful because they assist investors in assessing the Company’s operating performance. Specifically, the Company has presented its net income, earnings per share, non-interest expense, efficiency ratio, return on average assets, return on average equity, return on average tangible common equity, and net interest margin on an as adjusted basis for the periods set forth below to reflect the exclusion of the following items: (1) the Current Expected Credit Losses (“CECL”) “Day 2” provision expense for acquired loans that have only insignificant credit deterioration (i.e., non-PCD loans) related to the Heartland merger; and (2) non-recurring expenses related to the Heartland merger. Management believes excluding such items from these financial measures may be useful in assessing the Company’s underlying operational performance since the applicable transactions do not pertain to its core business operations and exclusion may facilitate better comparability between periods. In addition, management believes that by excluding such items the measures are useful to the Company, as well as analysts and investors, in assessing operating performance. Management also believes excluding these items may enhance comparability for peer comparison purposes.

Management believes that it is standard practice in the banking industry to present the efficiency ratio and net interest margin on a fully tax-equivalent basis and that, by doing so, it may enhance comparability for peer comparison purposes. The tax-equivalent adjustment to net interest income (for purposes of the efficiency ratio) and net interest margin recognizes the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%.

Although intended to enhance investors’ understanding of the Company’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.

| Non-GAAP Reconciliation – Net Income and Earnings Per Share / (Dollars in Thousands, except per share amounts) | Three Months Ended / 06/30/2026 | Three Months Ended / 06/30/2025 | Six Months Ended / 06/30/2026 | Six Months Ended / 06/30/2025 |
| --- | --- | --- | --- | --- |
| Net Income, as reported | $38,172 | $31,361 | $71,324 | $41,878 |
| Adjustments: |  |  |  |  |
| Plus: CECL Day 2 non-PCD provision | — | — | — | 12,150 |
| Plus: Non-recurring merger-related expenses | — | 697 | — | 5,317 |
| Adjusted Net Income | $38,172 | $32,058 | $71,324 | $59,345 |
| Weighted Average Shares Outstanding | 37,564,295 | 37,479,342 | 37,541,192 | 36,087,762 |
| Earnings Per Share, as reported | $1.02 | $0.84 | $1.90 | $1.16 |
| Earnings Per Share, as adjusted | $1.02 | $0.86 | $1.90 | $1.64 |

| Non-GAAP Reconciliation – Non-Interest Expense / (Dollars in Thousands) | Three Months Ended / 06/30/2026 | Three Months Ended / 06/30/2025 | Six Months Ended / 06/30/2026 | Six Months Ended / 06/30/2025 |
| --- | --- | --- | --- | --- |
| Non-Interest Expense | $50,382 | $49,517 | $102,750 | $102,299 |
| Less: Non-recurring merger-related expenses | — | 929 | — | 6,861 |
| Adjusted Non-Interest Expense | $50,382 | $48,588 | $102,750 | $95,438 |

| Non-GAAP Reconciliation – Efficiency Ratio / (Dollars in Thousands) | Three Months Ended / 06/30/2026 | Three Months Ended / 06/30/2025 | Six Months Ended / 06/30/2026 | Six Months Ended / 06/30/2025 |
| --- | --- | --- | --- | --- |
| Adjusted Non-Interest Expense (from above) | $50,382 | $48,588 | $102,750 | $95,438 |
| Less: Intangible Amortization | 2,362 | 2,803 | 4,833 | 4,873 |
| Adjusted Non-Interest Expense excluding Intangible Amortization | $48,020 | $45,785 | $97,917 | $90,565 |
| Net Interest Income | $81,208 | $73,155 | $160,059 | $139,727 |
| Add: FTE Adjustment | 1,390 | 1,270 | 2,739 | 2,589 |
| Net Interest Income (FTE) | 82,598 | 74,425 | 162,798 | 142,316 |
| Non-Interest Income | 18,746 | 16,733 | 35,972 | 31,573 |
| Total Adjusted Total Revenue | $101,344 | $91,158 | $198,770 | $173,889 |
| Efficiency Ratio | 47.38% | 51.25% | 49.26% | 56.04% |
| Adjusted Efficiency Ratio | 47.38% | 50.23% | 49.26% | 52.08% |

| Non-GAAP Reconciliation – Net Interest Margin / (Dollars in Thousands) | Three Months Ended / 06/30/2026 | Three Months Ended / 06/30/2025 | Six Months Ended / 06/30/2026 | Six Months Ended / 06/30/2025 |
| --- | --- | --- | --- | --- |
| Net Interest Income (FTE) from above | $82,598 | $74,425 | $162,798 | $142,316 |
| Less: Accretion of Discount on Acquired Loans | 3,235 | 3,483 | 6,691 | 7,675 |
| Adjusted Net Interest Income (FTE) | $79,363 | $70,942 | $156,107 | $134,641 |
| Average Earning Assets | $7,697,610 | $7,605,113 | $7,647,490 | $7,265,693 |
| Net Interest Margin (FTE) | 4.30% | 3.92% | 4.28% | 3.94% |
| Adjusted Net Interest Margin (FTE) | 4.13% | 3.74% | 4.11% | 3.73% |

| Non-GAAP Reconciliation – Return on Average Assets / (Dollars in Thousands) | Three Months Ended / 06/30/2026 | Three Months Ended / 06/30/2025 | Six Months Ended / 06/30/2026 | Six Months Ended / 06/30/2025 |
| --- | --- | --- | --- | --- |
| Adjusted Net Income (from above) | $38,172 | $32,058 | $71,324 | $59,345 |
| Average Assets | $8,481,845 | $8,424,328 | $8,431,568 | $8,028,766 |
| Return on Average Assets, as reported | 1.80% | 1.49% | 1.69% | 1.04% |
| Return on Average Assets, as adjusted | 1.80% | 1.52% | 1.69% | 1.48% |

| Non-GAAP Reconciliation – Return on Average Equity / (Dollars in Thousands) | Three Months Ended / 06/30/2026 | Three Months Ended / 06/30/2025 | Six Months Ended / 06/30/2026 | Six Months Ended / 06/30/2025 |
| --- | --- | --- | --- | --- |
| Adjusted Net Income (from above) | $38,172 | $32,058 | $71,324 | $59,345 |
| Average Equity | $1,191,283 | $1,048,227 | $1,187,807 | $990,129 |
| Return on Average Equity, as reported | 12.82% | 11.97% | 12.01% | 8.46% |
| Return on Average Equity, as adjusted | 12.82% | 12.23% | 12.01% | 11.99% |

| Non-GAAP Reconciliation – Return on Average Tangible Common Equity / (Dollars in Thousands) | Three Months Ended / 06/30/2026 | Three Months Ended / 06/30/2025 | Six Months Ended / 06/30/2026 | Six Months Ended / 06/30/2025 |
| --- | --- | --- | --- | --- |
| Net Income, as reported | $38,172 | $31,361 | $71,324 | $41,878 |
| Total Adjustments (from above) | — | 697 | — | 17,467 |
| Adjusted Net Income | $38,172 | $32,058 | $71,324 | $59,345 |
| Average Equity, as reported | $1,191,283 | $1,048,227 | $1,187,807 | $990,129 |
| Average Intangibles, as reported | 405,463 | 417,016 | 406,694 | 378,011 |
| Average Tangible Common Equity | $785,820 | $631,211 | $781,113 | $612,118 |
| Return on Average Tangible Common Equity, as reported | 19.43% | 19.87% | 18.26% | 13.68% |
| Return on Average Tangible Common Equity, as adjusted | 19.43% | 20.32% | 18.26% | 19.39% |

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

The Company from time to time in its oral and written communications makes statements relating to its expectations regarding the future. These types of statements are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may include forward-looking statements in filings with the Securities and Exchange Commission (“SEC”), such as this Form 10-Q, in other written materials, and in oral statements made by senior management to analysts, investors, representatives of the media, and others. Such forward looking statements can include statements about the Company’s net interest income or net interest margin; its adequacy of allowance for credit losses, levels of provisions for credit losses, and the quality of the Company’s loans, investment securities and other assets; simulations of changes in interest rates; expected results from mergers with or acquisitions of other businesses; litigation results; tax estimates and recognition; dividend policy; parent company cash resources and cash requirements, and parent company capital resources; estimated cost savings, plans and objectives for future operations; and expectations about the Company’s financial and business performance and other business matters as well as economic and market conditions and trends. They often can be identified by the use of words like “plan,” “expect,” “can,” “might,” “may,” “will,” “would,” “could,” “should,” “intend,” “project,” “estimate,” “believe” or “anticipate,” or similar expressions.

Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made.

Readers are cautioned that, by their nature, all forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially and adversely from the expectations of the Company that are expressed or implied by any forward-looking statement. The discussions in this Item 2 list some of the factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statements. Other risks, uncertainties, and factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statement include:

- changes in interest rates and the timing and magnitude of any such changes;
- unfavorable economic conditions, including prolonged periods of inflation, and the resulting adverse impact on, among other things, credit quality;
- the soundness of other financial institutions and general investor sentiment regarding the stability of financial institutions;
- changes in our liquidity position;
- the impacts of epidemics, pandemics or other infectious disease outbreaks;
- changes in competitive conditions;
- the introduction, withdrawal, success and timing of asset/liability management strategies or of mergers and acquisitions and other business initiatives and strategies;
- changes in customer borrowing, repayment, investment and deposit practices;
- changes in fiscal, monetary and tax policies;
- changes in trade policies of, and other activities undertaken by, governments, including tariffs, which could have a material adverse effect on our customers and, as a result, our business;
- changes in financial and capital markets;
- capital management activities, including possible future sales of new securities, or possible repurchases or redemptions by the Company of outstanding debt or equity securities;
- risks of expansion through acquisitions and mergers, including the possibility that the anticipated cost savings and strategic gains are not realized when expected or at all as a result of unexpected credit quality problems of the acquired loans or other assets, unexpected attrition of the customer base or employee base of the acquired institution or branches, and difficulties in integration of the acquired operations;
- factors driving impairment charges on investments;
- the impact, extent and timing of technological changes;
- potential cyber-attacks, information security breaches and other criminal activities;
- litigation liabilities, including related costs, expenses, settlements and judgments, or the outcome of matters before regulatory agencies, whether pending or commencing in the future;
- actions of the Federal Reserve Board;
- the regulatory and financial impacts associated with exceeding $10 billion in total assets;
- changes in accounting principles and interpretations;
- potential increases of federal deposit insurance premium expense, and possible future special assessments of FDIC premiums, either industry wide or specific to the Company’s banking subsidiary;
- actions of the regulatory authorities under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the Federal Deposit Insurance Act and other possible legislative and regulatory actions and reforms;
- impacts resulting from possible amendments or revisions to the Dodd-Frank Act and the regulations promulgated thereunder, or to Consumer Financial Protection Bureau rules and regulations; and
- the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends.

Such statements reflect our views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements.

Investors should consider these risks, uncertainties, and other factors, in addition to those mentioned by the Company in its Annual Report on Form 10-K for its fiscal year ended December 31, 2025, this Quarterly Report on Form 10-Q, and other SEC filings from time to time, when considering any forward-looking statement.

## Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s exposure to market risk is reviewed on a regular basis by the Asset/Liability Committee and Boards of Directors of the parent company and its subsidiary bank. Primary market risks which impact the Company’s operations are liquidity risk and interest rate risk.

The liquidity of the parent company is dependent upon the receipt of dividends from its subsidiary bank, which is subject to certain regulatory limitations. The Bank’s source of funding is predominately core deposits, maturities of securities, repayments of loan principal and interest, federal funds purchased, securities sold under agreements to repurchase, and borrowings from the Federal Home Loan Bank and the Federal Reserve Bank.

The Company monitors interest rate risk by the use of computer simulation modeling to estimate the potential impact on its net interest income under various interest rate scenarios, and by estimating its static interest rate sensitivity position. Another method by which the Company’s interest rate risk position can be estimated is by computing estimated changes in its net portfolio value (“NPV”). This method estimates interest rate risk exposure from movements in interest rates by using interest rate sensitivity analysis to determine the change in the NPV of discounted cash flows from assets and liabilities. NPV represents the market value of portfolio equity and is equal to the estimated market value of assets minus the estimated market value of liabilities.

Computations for measuring both net interest income and NPV are based on a number of assumptions, including the relative levels of market interest rates and prepayments in mortgage loans and certain types of investments. These computations do not contemplate any actions management may undertake in response to changes in interest rates, and should not be relied upon as

indicative of actual results. In addition, certain shortcomings are inherent in the method of computing both net interest income and NPV. Should interest rates remain or decrease below current levels, the proportion of adjustable rate loans could decrease in future periods due to refinancing activity. In the event of an interest rate change, prepayment levels would likely be different from those assumed in the modeling. Lastly, the ability of many borrowers to repay their adjustable rate debt may decline during a rising interest rate environment.

The Company from time to time utilizes derivatives to manage interest rate risk. Management continuously evaluates the merits of such interest rate risk products but does not anticipate the use of such products to become a major part of the Company’s risk management strategy.

The table below provides an assessment of the risk to net interest income over the next 12 months in the event of a sudden and sustained 1% and 2% increase and decrease in prevailing interest rates (dollars in thousands).

Interest Rate Sensitivity as of June 30, 2026 - Net Interest Income

| Changes in Rates | Net Interest Income / Amount | Net Interest Income / % Change |
| --- | --- | --- |
| +2% | $346,660 | 2.41% |
| +1% | 342,878 | 1.30% |
| Base | 338,486 | — |
| -1% | 332,157 | (1.87)% |
| -2% | 327,653 | (3.20)% |

The above table is a measurement of the Company’s net interest income at risk, assuming a static balance sheet as of June 30, 2026 and instantaneous parallel changes in interest rates. The Company also monitors interest rate risk under other scenarios including a more gradual movement in market interest rates. This type of scenario can at times produce different modeling results in measuring interest rate risk sensitivity.

The table below provides an assessment of the risk to NPV in the event of a sudden and sustained 1% and 2% increase and decrease in prevailing interest rates (dollars in thousands).

Interest Rate Sensitivity as of June 30, 2026 - Net Portfolio Value

| Changes in Rates | Net Portfolio Value / Amount | Net Portfolio Value / % Change | Net Portfolio Value as a % of Present Value of Assets / NPV Ratio | Net Portfolio Value as a % of Present Value of Assets / Change |
| --- | --- | --- | --- | --- |
| +2% | $1,236,341 | (6.59)% | 16.35% | (28) b.p. |
| +1% | 1,282,363 | (3.11)% | 16.53% | (10) b.p. |
| Base | 1,323,568 | — | 16.63% | — |
| -1% | 1,356,813 | 2.51% | 16.60% | (3) b.p. |
| -2% | 1,386,738 | 4.77% | 16.50% | (13) b.p. |

This Item 3 includes forward-looking statements. See “Forward-looking Statements and Associated Risks” included in Part I, Item 2 of this Report for a discussion of certain factors that could cause the Company’s actual exposure to market risk to vary materially from that expressed or implied above. These factors include possible changes in economic conditions; interest rate fluctuations, competitive product and pricing pressures within the Company’s markets; and equity and fixed income market fluctuations. Actual experience may also vary materially to the extent that the Company’s assumptions described above prove to be inaccurate.

## Item 4. Controls and Procedures

As of June 30, 2026, the Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were, as of that date, effective in timely alerting them to material information required to be included in the Company’s periodic reports filed with the Securities and Exchange Commission. There are inherent limitations to the effectiveness of systems of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective systems of disclosure controls and procedures can provide only reasonable assurances of achieving their control objectives.

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s second fiscal quarter of 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

## Item 1. Legal Proceedings

There are no pending legal proceedings, other than routine litigation incidental to the business of the Company’s subsidiaries, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.

## Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in German American Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025.

## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Sale of Unregistered Securities.

Not applicable.

(b) Use of Proceeds.

Not applicable.

(c) Issuer Purchases of Equity Securities.

The following table sets forth information regarding the Company’s purchases of its common shares during each of the three months ended June 30, 2026.

| Period | Total Number of Shares (or Units) Purchased | Average Price Paid Per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased under the Plans or Programs (1) |
| --- | --- | --- | --- | --- |
| April 2026 | — | — | — | 1,000,000 |
| May 2026 | — | — | — | 1,000,000 |
| June 2026 | — | — | — | 1,000,000 |
| Total | — | — | — |  |

(1) The Company’s Board of Directors previously approved a plan to repurchase up to 1.0 million shares of the Company’s outstanding common stock. On a share basis, the amount of common stock subject to the repurchase plan represented approximately 3% of the Company’s outstanding shares on the date it was approved. The Company is not obligated to purchase any shares under the plan, and the plan may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase plan will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements. The Company has not repurchased any shares under this repurchase plan.

## Item 3. Defaults Upon Senior Securities

None.

## Item 4. Mine Safety Disclosures

Not applicable.

## Item 5. Other Information

(a) Information required to be disclosed in a report on Form 8-K.

None.

(b) Changes to director nomination procedures.

None.

(c) Insider trading arrangements.

During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

## Item 6. Exhibits

The following exhibits are included with this Report or incorporated herein by reference.

| Exhibit No. | Description |
| --- | --- |
| 3.1+ | Composite Articles of Incorporation of German American Bancorp, Inc. |
| 3.2 | Amended and Restated Bylaws of German American Bancorp, Inc. are incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed December 20, 2023 (SEC File No. 001-15877). |
| 4.1 | Terms of Common Shares and Preferred Shares of the Registrant (included in Restatement of Articles of Incorporation) are incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 26, 2020 (SEC File No. 001-15877). |
| 4.2 | Specimen stock certificate for Common Shares of the Registrant is incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed October 21, 2010 (SEC File No. 001-15877). |
| 10.1*+ | Description of Director Compensation Arrangements, effective as of July 1, 2026. |
| 31.1+ | Sarbanes-Oxley Act of 2002, Section 302 Certification of Principal Executive Officer. |
| 31.2+ | Sarbanes-Oxley Act of 2002, Section 302 Certification of Principal Financial Officer. |
| 32.1++ | Sarbanes-Oxley Act of 2002, Section 906 Certification of Principal Executive Officer. |
| 32.2++ | Sarbanes-Oxley Act of 2002, Section 906 Certification of Principal Financial Officer. |
| 101.INS+ | Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.) |
| 101.SCH+ | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL+ | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF+ | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB+ | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE+ | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |

Note: No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets or is registered. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.

# Schedules to the subject agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

* Exhibits that describe or evidence management contracts or compensatory plans or arrangements required to be filed as exhibits to this Report are indicated by an asterisk.

+ Filed with this Report (other than through incorporation by reference to other disclosures or exhibits).

++ Furnished with this Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

GERMAN AMERICAN BANCORP, INC.

Date:  August 6, 2026 By: /s/D. Neil Dauby

D. Neil Dauby

Chairman and Chief Executive Officer

(Principal Executive Officer)

Date:  August 6, 2026 By: /s/Bradley M. Rust

Bradley M. Rust

President and Chief Financial Officer

(Principal Financial Officer)

Date:  August 6, 2026 By: /s/Vicki L. Schuler

Vicki L. Schuler

Senior Vice President, Controller

(Principal Accounting Officer)

---

## EX-3.1

SEC source: [ex31-gabccompositearticles.htm](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/ex31-gabccompositearticles.htm)

Exhibit 3.1

THIS COMPOSITE ARTICLES OF INCORPORATION OF GERMAN AMERICAN BANCORP, INC. (THE “CORPORATION”) REFLECTS THE PROVISIONS OF THE CORPORATION’S AMENDED AND RESTATED ARTICLES OF INCORPORATION EFFECTIVE MAY 22, 2020, AND ALL AMENDMENTS THERETO FILED WITH THE INDIANA SECRETARY OF STATE THEREAFTER AND MADE EFFECTIVE ON OR PRIOR TO MAY 15, 2026, BUT IS NOT AN AMENDMENT AND/OR RESTATEMENT THEREOF.

COMPOSITE

ARTICLES OF INCORPORATION OF

GERMAN AMERICAN BANCORP, INC.

ARTICLE I

NAME

The name of the Corporation is German American Bancorp, Inc.

ARTICLE II

PURPOSES AND POWERS

Section 2.01 Purposes of the Corporation. The purposes for which the Corporation is formed are to transact any or all lawful business permitted by applicable law and for which corporations may now or hereafter be incorporated under the Corporation Law.

Section 2.02 Powers of the Corporation. The Corporation shall have (a) all powers now or hereafter authorized by or vested in corporations pursuant to the provisions of the Corporation Law, (b) all powers now or hereafter vested in corporations by common law or any other statute or act, and (c) all powers authorized by or vested in the Corporation by the provisions of these Articles of Incorporation or by the provisions of its Bylaws as from time to time in effect.

ARTICLE III

TERM OF EXISTENCE

The period during which the Corporation shall continue is perpetual.

ARTICLE IV

REGISTERED OFFICE

The street address of the Corporation’s registered office is 711 Main Street, P.O. Box 810, Jasper, Indiana

47546.

ARTICLE V

SHARES

The total number of shares of capital stock the Corporation has authority to issue shall be 90,750,000 shares consisting of 90,000,000 common shares (the “Common Shares”) and 750,000 preferred shares (the “Preferred Shares”). The Corporation’s shares shall have no par value. Solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitalization of the Corporation, however, all of the shares shall be deemed to have a stated value of $1.00 per share.

ARTICLE VI

TERMS OF SHARES

Section 6.01. General Terms of All Shares. The Corporation shall have the power to acquire (by purchase, redemption, or otherwise), hold, own, pledge, sell, transfer, assign, reissue, cancel, or otherwise dispose of the shares of the Corporation in the manner and to the extent now or hereafter permitted by the laws of the State of Indiana. The power to purchase, redeem, or otherwise acquire the Corporation’s own shares, directly or indirectly, may be exercised without pro rata treatment of the owners or holders of any class or series of shares. The Corporation may not purchase, redeem or otherwise acquire the Corporation’s own shares if, after giving effect thereto, the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation’s total assets would be less than its total liabilities (without regard to any amounts that would be needed, if the Corporation were to be dissolved at the time of the purchase, redemption, or other acquisition, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those of the holders of the shares of the Corporation being purchased, redeemed, or otherwise acquired, unless otherwise expressly provided with respect to a series of Preferred Shares in the provisions of these Articles of Incorporation adopted by the Board of Directors pursuant to Section 6.03(a) of this Article VI describing the terms of such series). Shares of the Corporation purchased, redeemed, or otherwise acquired by it shall constitute authorized but unissued shares, unless the Board of Directors shall at any time adopt a resolution providing that such shares constitute authorized and issued but not outstanding shares.

The Board of Directors of the Corporation may dispose of, issue, and sell shares in accordance with, and in such amounts as may be permitted by, the laws of the State of Indiana and the provisions of these Articles of Incorporation and for such consideration, at such price or prices, at such time or times and upon such terms and conditions (including the privilege of selectively repurchasing the same) as the Board of Directors of the Corporation shall determine, without the authorization or approval by any shareholders of the Corporation. Shares may be disposed of, issued, and sold to such persons, firms, or corporations as the Board of Directors may determine, without any preemptive or other right on the part of the owners or holders of other shares of the Corporation of any class or kind to acquire such shares by reason of their ownership of such other shares.

The Corporation shall have the power to declare and pay dividends or other distributions upon the issued and outstanding shares of the Corporation, subject to the limitation that a dividend or other distribution may not be made if, after giving it effect, the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation’s total assets would be less than its total liabilities (without regard to any amounts that would be needed, if the Corporation were to be dissolved at the time of the dividend or other distribution, to satisfy the preferential rights upon

- 2 -

dissolution of shareholders whose preferential rights are superior to those of the holders of shares receiving the dividend or other distribution, unless otherwise expressly provided with respect to a series of Preferred Shares in the provisions of these Articles of Incorporation adopted by the Board of Directors pursuant to Section 6.03(a) of this Article VI describing the terms of such series). The Corporation shall have the power to issue shares of one class or series as a share dividend or other distribution in respect of that class or series or one or more other classes or series, except as may be otherwise provided with respect to a series of Preferred Shares in the provisions of these Articles of Incorporation adopted by the Board of Directors pursuant to Section 6.03(a) of this Article VI describing the terms of such series.

Section 6.02. Terms of Common Shares. The Common Shares shall be equal in every respect insofar as their relationship to the Corporation is concerned, but such equality of rights shall not imply equality of treatment as to redemption or other acquisition of shares by the Corporation. Subject to the rights of the holders of any issued and outstanding Preferred Shares under this Article VI, the holders of Common Shares shall be entitled to share ratably in such dividends or other distributions (other than purchases, redemptions, or other acquisitions of Common Shares of the Corporation), if any, as are declared and paid from time to time on the Common Shares at the discretion of the Board of Directors. In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, after payment shall have been made to the holders of the Preferred Shares of the full amount to which they shall be entitled under this Article VI, the holders of Common Shares shall be entitled, to the exclusion of the holders of the Preferred Shares of any and all series, to share, ratably according to the number of Common Shares held by them, in all remaining assets of the Corporation available for distribution to its shareholders.

Section 6.03. Terms of Preferred Shares.

(a) Preferred Shares may be issued from time to time in one or more series, each such series to have such distinctive designation and such preferences, limitations, and relative voting and other rights as shall be set forth in these Articles of Incorporation. Subject to the requirements of the Corporation Law and subject to all other provisions of these Articles of Incorporation, the Board of Directors of the Corporation may create one or more series of Preferred Shares and may determine the preferences, limitations, and relative voting and other rights of one or more series of Preferred Shares before the issuance of any shares of that series by the adoption of an amendment to these Articles of Incorporation that specifies the terms of that series of Preferred Shares. All shares of a series of Preferred Shares must have preferences, limitations, and relative voting and other rights identical to those of other shares of the same series. No series of Preferred Shares need have preferences, limitations, or relative voting or other rights identical with those of any other series of Preferred Shares. Before issuing any shares of a series of Preferred Shares, the Board of Directors shall adopt an amendment to these Articles of Incorporation, which shall be effective without any shareholder approval or other action, that fixes and sets forth the distinctive designation of such series; the number of shares that shall constitute such series, which number may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors; and the preferences, limitations, and relative voting and other rights of the series. Authority is hereby expressly vested in the Board of Directors, by such amendment, to fix all of the preferences or rights, and any qualifications, limitations, or restrictions of such preferences or rights, of such series to the full extent permitted by the Corporation Law; provided, however, that no such preferences, rights, qualifications, limitations, or restrictions shall be in conflict with these Articles of Incorporation or any amendment hereof.

(b) Preferred Shares of any series that have been redeemed (whether through the operation of a sinking fund or otherwise) or purchased by the Corporation, or that, if convertible, have been converted

- 3 -

into shares of the Corporation of any other class or series, may be reissued as a part of such series or of any other series of Preferred Shares, subject to such limitations (if any) as may be fixed by the Board of Directors with respect to such series of Preferred Shares in accordance with Section 6.03(a) of this Article VI.

ARTICLE VII

VOTING RIGHTS

Section 7.01. Common Shares. Except as otherwise provided by the Corporation Law or by the provisions of these Articles of Incorporation adopted by the Board of Directors pursuant to Section 6.03(a) of Article VI hereof describing the Preferred Shares or a series thereof, and subject to such shareholder disclosure and recognition procedures (which may include sanctions for noncompliance therewith to the fullest extent permitted by the Corporation Law) as the Corporation may by action of the Board of Directors establish, the Common Shares have unlimited voting rights. At every meeting of the shareholders of the Corporation every holder of Common Shares shall be entitled to one vote in person or by proxy for each Common Share standing in such holder’s name on the share transfer records of the Corporation.

Section 7.02. Preferred Shares. Except as required by the Corporation Law or by the provisions of these Articles of Incorporation adopted by the Board of Directors pursuant to Section 6.03(a) of Article VI hereof describing the terms of Preferred Shares or a series thereof, the holders of Preferred Shares shall have no voting rights or powers. Preferred Shares shall, when validly issued by the Corporation, entitle the record holder thereof to vote on such matters, but only on such matters, as the holders thereof are entitled to vote under the Corporation Law or under these Articles of Incorporation adopted by the Board of Directors pursuant to Section 6.03(a) of Article VI hereof describing the terms of Preferred Shares or a series thereof (which provisions may provide for special, conditional, limited, or unlimited voting rights, including multiple or fractional votes per share, or for no right to vote, except to the extent required by the Corporation Law) and subject to such shareholder disclosure and recognition procedures (which may include sanctions for noncompliance therewith to the fullest extent permitted by the Corporation Law) as the Corporation may by action of the Board of Directors establish.

ARTICLE VIII

DIRECTORS

Section 8.01. Number. The number of Directors shall be fixed by, or fixed in accordance with, the Bylaws. Whenever there are nine or more Directors, the Bylaws may also provide for staggering the terms of the members of the Board of Directors by dividing the total number of Directors into two or three groups (with each group containing one-half or one-third of the total, as near as may be) whose terms of office expire at different times.

Section 8.02. Election of Directors by Holders of Preferred Shares. The holders of one or more series of Preferred Shares may be entitled to elect all or a specified number of Directors, but only to the extent and subject to limitations as may be set forth in the provisions of these Articles of Incorporation adopted by the Board of Directors pursuant to Section 6.03(a) of Article VI hereof describing the terms of the series of Preferred Shares.

- 4 -

Section 8.03. Vacancies. Vacancies occurring in the Board of Directors shall be filled in the manner provided in the Bylaws or, if the Bylaws do not provide for the filling of vacancies, in the manner provided by the Corporation Law.

Section 8.04. Removal of Directors. Any or all of the members of the Board of Directors may be removed, with or without cause, at a meeting of the shareholders called expressly for that purpose, by the affirmative vote of the holders of at least 80 percent of the outstanding shares then entitled to vote at an election of Directors. However, a Director elected by the holders of a series of Preferred Shares as authorized by Section 8.02 of this Article VIII may be removed only by the affirmative vote of the holders of at least 80 percent of the outstanding shares of that series then entitled to vote at an election of Directors. Directors may not be removed by the Board of Directors.

Section 8.05. Liability of Directors. A Director’s responsibility to the Corporation shall be limited to discharging his duties as a Director, including his duties as a member of any committee of the Board of Directors upon which he may serve, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of the Corporation, all based on the facts then known to the Director.

In discharging his duties, a Director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a) one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented

(b) Legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within such person’s professional or expert competence; or

(c) A committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence; but a Director is not acting in good faith if the Director has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 8.05 unwarranted. A Director may, in considering the best interests of the Corporation, consider the effects of any action on shareholders, employees, suppliers, and customers of the Corporation, and communities in which offices or other facilities of the Corporation are located, and any other factors the Director considers pertinent.

Directors shall be immune from personal liability for any action taken as a Director, or any failure to take any action, to the fullest extent permitted by the applicable provisions of the Corporation Law from time to time in effect and by general principles of corporate law.

ARTICLE IX

PROVISIONS FOR REGULATION OF BUSINESS

AND CONDUCT OF AFFAIRS OF CORPORATION

Section 9.01. Bylaws. Except as otherwise expressly provided in these Articles of Incorporation or by the Corporation Law, the Bylaws of the Corporation may be altered, amended or repealed by either (a) the Board of Directors by the affirmative vote of a majority of the number of Directors then in office, or (b) the affirmative vote, at a meeting of the shareholders of the Corporation, by the holders of at least a majority of the outstanding shares of all classes of Voting Shares of the Corporation (considered for

- 5 -

purposes of this Section 9.01 as a single class and as defined in Article X); provided, however, that no Bylaw may be adopted that is inconsistent with the Corporation Law. All provisions for the regulation of the business and management of the affairs of the Corporation not stated in these Articles of Incorporation shall be stated in the Bylaws. The Board of Directors may also adopt Emergency Bylaws of the Corporation and shall have the exclusive power (except as may otherwise be provided therein) to make, alter, amend, or repeal, or to waive provisions of, the Emergency Bylaws by the affirmative vote of a majority of the entire number of Directors at the time.

Section 9.02. Amendment or Repeal.

(a) Any amendment, change or repeal of Section 8.04 of Article VIII, Sections 9.02 or 9.03 of Article IX, or Article X of these Articles of Incorporation, or any other amendment of these Articles of Incorporation which would have the effect of modifying or permitting circumvention of those provisions, shall require the affirmative vote, at a meeting of shareholders of the Corporation, by the holders of at least 80 percent of the outstanding shares of all classes of Voting Shares of the Corporation (considered for purposes of this Section 9.02(a) as a single class and as defined in Article X) and, if the amendment, change or repeal shall be proposed by or on behalf of a Related Person (as that term is defined in Article X), by an Independent Majority of Shareholders (as defined in Article X); provided, however, that this Section 9.02(a) shall not apply to, and such vote shall not be required for, any such amendment, change or repeal recommended to shareholders by the favorable vote of not less than two-thirds of the Board of Directors and, if the amendment, change or repeal shall be proposed by or on behalf of a Related Person, by the favorable vote of not less than two-thirds of the Continuing Directors (as defined in Article X and computed with reference to the Related Person who shall propose such amendment, change or repeal), and any such amendment, change or repeal so recommended shall require only the shareholder vote required under the applicable provisions of the Corporation Law.

(b) Except as otherwise expressly provided in Section 9.02(a) above, the Corporation shall be deemed, for all purposes, to have reserved the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation to the extent and in the manner now or hereafter permitted or prescribed by statute, and all rights herein conferred upon shareholders are granted subject to such reservation.

Section 9.03. Removal of Chairman of the Board and President. The Chairman of the Board and the President, and each of them, may be removed from office at any time, with or without cause, at a meeting of the Board of Directors called expressly for that purpose, but only by the affirmative vote of two-thirds of all other members of the entire Board of Directors. Any vacancy created by the removal of the chairman or the President may be filled only by the affirmative vote of two-thirds of all remaining members of the Board.

ARTICLE X

APPROVAL OF BUSINESS COMBINATIONS

Section 10.01. Supermajority Vote. Except as provided in Sections 10.02 and 10.03 of this Article X, neither the Corporation nor any of its Subsidiaries shall become party to any Business Combination with a Related Person without the prior affirmative vote at a meeting of the Corporation’s shareholders:

- 6 -

(a) By the holders of not less than 80 percent of the outstanding shares of all classes of Voting Shares of the Corporation considered for purposes of this Article X as a single class, and

(b) By an Independent Majority of Shareholders. Such favorable votes shall be in addition to any shareholder vote that would be required without reference to this Section 10.01 and shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified by law or in other Articles of these Articles of Incorporation or the Bylaws of the Corporation or otherwise.

Section 10.02. Reduced Supermajority Vote for Fair Pricing. The provisions of Section 10.01 shall apply to a Business Combination, except that the percentage vote required by Section 10.01(a) shall be reduced from not less than 80 percent to not less than two-thirds, if all of the conditions set forth in subsections (a) through (d) of this Section 10.02 are satisfied.

(a) The fair market value of the property, securities or other consideration to be received per share by holders of each class or series of capital shares of the Corporation in the Business Combination is not less, as of the date of the consummation of the Business Combination (the “Consummation Date”), than the higher of the following:

(i) the highest per share price (with appropriate adjustments for recapitalizations and for share splits, share dividends and like distributions) including brokerage commissions and solicitation fees paid by the Related Person in acquiring any of its holdings of such class or series of capital shares within the two-year period immediately prior to the first public announcement of the proposed Business Combination (“Announcement Date”) or in the transaction in which it became a Related Person, whichever is higher, plus interest compounded annually, from the later of the date that the Related Person became a Related Person (the “Determination Date”), or the date two years before the consummation Date, through the consummation Date, at the rate publicly announced as the “prime rate” of interest of Citibank, N.A. (or of such other major bank headquartered in New York as may be selected by a majority of the Continuing Directors) from time to time in effect, less the aggregate amount of any cash dividends paid and the fair market value of any dividends paid in other than cash on each such share from the date from which interest accrues under the preceding clause through the Consummation Date up to but not exceeding the amount of interest so payable per share; or

(ii) if such class or series is then traded on an exchange or is the subject of regularly published quotations from three or more broker/dealers who make a market in such class or series for their own accounts, the fair market value per share of such class or series on the Announcement Date, as determined by the highest closing sales price on such exchange or the highest closing bid quotation with respect to such shares during the 30-day period immediately preceding the Announcement Date. In the event of a Business Combination upon consummation of which the Corporation would be the surviving corporation or company or would continue to exist (unless it is provided, contemplated or intended that as part of such Business Combination or within one year after consummation thereof a plan of liquidation or dissolution of the Corporation will be effected), the term “other consideration to be received” shall include (without limitation) Common Shares and/or the shares of any other class of shares retained by shareholders of

- 7 -

the Corporation other than Related Persons who are parties to such Business Combination;

(b) The consideration to be received in such Business Combination by holders of each class or series of capital shares other than the Related Person involved shall, except to the extent that a shareholder agrees otherwise as to all or part of the shares which he or she owns, be in the same form and of the same kind as the consideration paid by the Related Person in acquiring the majority of the capital shares of such class or Series already Beneficially owned by it within the two-year period ending on the Determination Date;

(c) After such Related Person became a Related Person and prior to the consummation of such Business Combination: (i) such Related Person shall have taken steps to insure that the Board of Directors of the Corporation included at all times representation by Continuing Directors proportionate to the ratio that the number of Voting Shares of the Corporation from time to time not Beneficially Owned by the Related Person bears to all Voting Shares of the Corporation outstanding at the time in question (with a Continuing Director to occupy any resulting fractional position among the Directors); (ii) such Related Person shall not have acquired from the Corporation, directly or indirectly, any shares of the Corporation (except upon conversion of convertible securities acquired by it prior to becoming a Related Person or as a result of a pro rata share dividend, share split or division of shares or in a transaction that satisfied all applicable requirements of this Article X); (iii) such Related Person shall not have acquired any additional Voting Shares of the Corporation or securities convertible into or exchangeable for Voting Shares except as a part of the transaction which resulted in such Related Person’s becoming a Related Person; and (iv) such Related Person shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the Corporation or any Subsidiary, or made any major change in the Corporation’s business or equity capital structure or entered into any contract, arrangement or understanding with the Corporation except any such change, contract, arrangement or understanding as may have been approved by the favorable vote of not less than a majority of the continuing Directors of the Corporation; and

(d) A proxy statement complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder, as then in force for corporations subject to the requirements of Section 14 of such Act (even if the Corporation is not otherwise subject to Section 14 of such Act), shall have been mailed to all holders of Voting Shares for the purpose of soliciting shareholder approval of such Business Combination. Such proxy statement shall contain on the face page thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the Business Combination which the Continuing Directors, or any of them, may have furnished in writing and, if deemed advisable by a majority of the Continuing Directors, a fair summary of an opinion of a reputable investment banking firm addressed to the Corporation as to the fairness (or lack of fairness of the terms of such Business Combination from the point of view of the holders of Voting Shares other than any Related Person (such investment banking firm to be selected by a majority of the Continuing Directors, to be furnished with all information it reasonably requests, and to be paid a reasonable fee for its services upon receipt by the Corporation of such opinion).

Section 10.03. Director Approval Exception. The provisions of Sections 10.01 and 10.02 of this Article X shall not apply to, and such votes shall not be required, if:

- 8 -

(a) The Continuing Directors of the Corporation by a two-thirds vote (i) have expressly approved a memorandum of understanding with the Related Person with respect to the Business Combination prior to the time the Related Person became a Related Person, or (ii) have otherwise approved the Business Combination (this provision is incapable of satisfaction unless there is at least one Continuing Director); or

(b) The Business Combination is solely between the Corporation and another corporation, 100 percent of the Voting Shares of which are owned directly or indirectly by the Corporation.

Section 10.04. Definitions. For the purpose of this Article X:

(a) A “Business Combination” means:

(i) the sale, exchange, lease, transfer or other disposition to or with a Related Person or any Affiliate or Associate of such Related Person by the Corporation or any of its Subsidiaries (in a single transaction or a series of Related Transactions) of all or substantially all, or any substantial Part, of its or their assets or businesses (including, without limitation, any securities issued by a Subsidiary);

(ii) The purchase, exchange, lease or other acquisition by the Corporation or any of its Subsidiaries (in a single transaction or a series of Related Transactions) of all or substantially all, or any Substantial Part, of the assets or business of a Related Person or any Affiliate or Associate of such Related Person;

(iii) Any merger or consolidation of the Corporation or any Subsidiary thereof into or with a Related Person or any Affiliate or Associate of such Related Person or into or with another Person which, after such merger or consolidation, would be an Affiliate or an Associate of a Related Person, in each case irrespective of which Person is the surviving entity in such merger or consolidation;

(iv) Any reclassification of securities, recapitalization or other transaction (other than a redemption in accordance with the terms of the security redeemed) which has the effect, directly or indirectly, of increasing the proportionate amount of Voting Shares of the Corporation or any Subsidiary thereof which are Beneficially Owned by a Related Person, or any partial or complete liquidation, spin-off, split-off or split-up of the Corporation or any Subsidiary thereof; provided, however, that this Section 10.04(a)(iv) shall not relate to any transaction of the types specified in this Article X that has been approved by a majority of the Continuing Directors; or

(v) The acquisition upon the issuance thereof of Beneficial Ownership by a Related Person of Voting Shares or securities convertible into Voting Shares or any voting securities or securities convertible into voting securities of any Subsidiary of the Corporation, or the acquisition upon the issuance thereof of Beneficial Ownership by a Related Person of any rights, warrants or options to acquire any of the foregoing or any combination of the foregoing Voting Shares or voting securities of the Subsidiary.

- 9 -

(b) A “Series of Related Transactions” shall be deemed to include not only a series of transactions with the same Related Person but also a series of separate transactions with a Related Person or any Affiliate or Associate of such Related Person.

(c) A “Person” shall mean any individual, firm, corporation or other entity and any partnership, syndicate or other group.

(d) “Related Person” shall mean any Person (other than the Corporation or any of the Corporation’s Subsidiaries) who or that:

(i) is the Beneficial Owner, directly or indirectly, of more than ten percent of the voting power of the outstanding Voting Shares;

(ii) is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the Beneficial Owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of Voting Shares; or

(iii) is an assignee of or has otherwise succeeded to any Voting Shares which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Related Person, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

A Related Person shall be deemed to have acquired a share of the Corporation at the time when such Related Person became the Beneficial Owner thereof. For the purposes of determining whether a Person is the Beneficial Owner of ten percent or more of the voting power of the then outstanding Voting Shares, the outstanding Voting Shares shall be deemed to include any Voting Shares that may be issuable to such Person pursuant to a right to acquire such Voting Shares and that is therefore deemed to be Beneficially Owned by such Person pursuant to Section 10.04(e)(ii)(a). A Person who is a Related Person at (i) the time any definitive agreement relating to a Business Combination is entered into, (ii) the record date for the determination of shareholders entitled to notice of and to vote on a Business Combination, or (iii) the time immediately prior to the consummation of a Business Combination, shall be deemed a Related Person.

(e) A Person shall be a “Beneficial Owner” of any Voting Shares:

(i) which such Person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or

(ii) which such Person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or

(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of its Affiliates or Associates has any agreement,

- 10 -

arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any Voting Shares.

(f) An “Affiliate” of, or a person Affiliated with, a specific Person, means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.

(g) The term “Associate” used to indicate a relationship with any Person, means (i) any corporation or organization (other than this Corporation or a majority-owned Subsidiary of this Corporation) of which such Person is an officer or partner or is, directly or indirectly, the Beneficial Owner of five percent or more of any class of equity securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person, or (iv) any investment company registered under the Investment Company Act of 1940, for which such Person or any Affiliate of such Person serves as investment advisor.

(h) “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Related Person set forth in paragraph (d) of this Section 10.04, the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(i) “Continuing Director” means any member of the Board of Directors of the Corporation (the “Board”), other than the Related Person who proposes the Business Combination in question and his Affiliates and Associates, who (i) is a member of the Board at the time this Article X first became effective or (ii) was a member of the Board prior to the time that the Related Person who proposes the Business Combination in question became a Related Person or (iii) is a successor of a Continuing Director who was recommended to succeed the Continuing Director by a majority of Continuing Directors then on the Board.

(j) “Independent Majority of Shareholders” shall mean the holders of a majority of the outstanding Voting Shares that are not Beneficially Owned or controlled, directly or indirectly, by the Related Person who proposes the Business Combination in question.

(k) “Voting Shares” shall mean all outstanding capital shares of the Corporation or another corporation entitled to vote generally in the election of Directors, and each reference to a proportion of shares of Voting Shares shall refer to such proportion of the votes entitled to be cast by such shares.

(l) “Substantial Part” means properties and assets involved in any single transaction or a series of Related Transactions having an aggregate fair market value of more than ten percent of the total consolidated assets of the Person in question as determined immediately prior to such transaction or series of Related Transactions.

Section 10.05. Director Determinations. A majority of the Continuing Directors shall have the power to determine for the purposes of this Article X, on the bases of information known to them: (i) the number of Voting Shares of which any Person is the Beneficial Owner, (ii) whether a Person is an Affiliate or Associate of another, (iii) whether a Person has an agreement, arrangement or understanding

- 11 -

with another as to the matters referred to in the definition of “Beneficial Owner,” (iv) whether the assets subject to any Business Combination constitute a Substantial Part, (v) whether two or more transactions constitute a series of Related Transactions, and (vi) such other matters with respect to which a determination is required under this Article X.

In connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its shareholders when evaluating a business combination or a proposal by another Person or Persons to make a business combination or a tender or exchange offer (regardless of whether such proposal is otherwise subject to this Article X), the Board of Directors of the Corporation shall, in addition to considering the adequacy of the consideration to be paid in connection with any such transaction, consider all of the following factors and any other factors that it deems relevant: (i) the social and economic effects of the transaction on the Corporation and its Subsidiaries, employees, depositors, loan and other customers, creditors and other elements of the communities in which the Corporation and its Subsidiaries operate or are located; (ii) the business and financial condition and earnings prospects of the acquiring Person or Persons, including, but not limited to, debt service and other existing or likely financial obligations of the acquiring Person or Persons and their Affiliates and Associates, and the possible effect of such conditions upon the Corporation and its Subsidiaries and the other elements of the communities in which the Corporation and its Subsidiaries operate or are located; and (iii) the competence, experience, and integrity of the acquiring Person or Persons and its or their management and Affiliates and Associates.

Section 10.06. Fiduciary Obligations Unaffected. Nothing in this Article X shall be construed to relieve any Related Person from any fiduciary duty imposed by law.

* * * * *

- 12 -

---

## EX-10.1

SEC source: [ex101-descriptionofdirecto.htm](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/ex101-descriptionofdirecto.htm)

Exhibit 10.1

German American Bancorp, Inc.

Director Compensation Arrangements

Effective July 1, 2026

German American Bancorp, Inc. (the “Company”) compensates the non-employee members of its Board of Directors (the “Board”) for their service to the Company and the Company’s subsidiaries based on a twelve-month period commencing July 1 and ending on June 30 of the following year (the “Service Period”).

Following a recommendation made by the Board’s Governance/Nominating Committee, the Board has approved, for the services of each non-employee director during the Service Period, annual retainers consisting of (i) an equity grant of shares of the Company’s common stock having a market value not exceeding $55,000, and (ii) $45,000 in cash.

In the case of the Board’s lead independent director and committee chairs, supplemental annual cash retainers in the following amounts were also approved by the Board for the Service Period: (a) $23,000 to the Board’s lead independent director; (b) $13,500 to the Chair of the Board’s Audit Committee; (c) $8,000 to the Chair of the Board’s Governance/Nominating Committee; (d) $10,000 to the Chair of the Board’s Compensation/Human Resources Committee; and (e) $9,000 to the Chair of the Board’s Risk Committee. All cash retainers are deemed earned immediately upon receipt by a director, regardless of the number of meetings actually held or attended during the Service Period.

In addition, the Company will pay to each non-employee director an attendance fee of $1,200 for each Board committee meeting that he or she attends during the Service Period. Additionally, non-employee directors will be reimbursed for certain ordinary and necessary travel expenses incurred while attending regularly scheduled and special meetings of the Board and committees thereof, consistent with the Company’s Board Travel Reimbursement Policy.

The equity grant of common stock will be made on or prior to the July 1 commencement date of the Service Period. Such common stock, which will be issued pursuant to the Company’s then-effective Long-Term Equity Incentive Plan, will not be transferable prior to July 1 of the year following such grant, and will be fully forfeited were a director not to continue in service as a director of the Company through such date for any reason other than death, disability, or retirement (or, for any director whose term expires at the Company’s next annual meeting of shareholders, departure from the Board as a result of such director electing to not stand for a new term), and would be subject to a 50% forfeiture (for any reason other than disability) should a director fail to attend in person a certain percentage of meetings of the boards and committees on which he or she was a member during the Service Period, or fail to attend (other than by reason

of disability, illness or bona fide emergency) the Company’s next Annual Meeting of Shareholders.

With respect to the payment of cash retainers and meeting attendance fees, a director may elect to have all or a portion of such amounts invested in the Company’s common stock through participation in the Company’s Dividend Reinvestment and Stock Purchase Plan (the “Stock Purchase Plan”); provided, however, that any such election must be made during an open “trading window” (as such term is used in the Company’s Insider Trading Policy) and at a time not restricted by a merger, an acquisition or a share exchange offer being undertaken by the Company. Similarly, any previous election made by a director may not be changed unless requested during an open trading window and at a time for which a restricted period shall not be in effect. Pursuant to the Stock Purchase Plan, cash purchases may not be less than $100 per purchase and such purchases on behalf of any participant may not aggregate more than $20,000 per calendar month. Any purchases in a calendar month in excess of $20,000 will be deferred to the following month, without any interest accruing on such deferred amounts.

- 2 -

---

## EX-31.1

SEC source: [exhibit311-q22026.htm](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/exhibit311-q22026.htm)

Exhibit 31.1

Sarbanes-Oxley Act of 2002, Section 302 Certification of Principal Executive Officer

I, D. Neil Dauby, Chairman and Chief Executive Officer of German American Bancorp, Inc., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of German American Bancorp, Inc. (the “registrant”):

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 6, 2026

Date

/s/ D. Neil Dauby

D. Neil Dauby

Chairman and Chief Executive Officer

(Principal Executive Officer)

---

## EX-31.2

SEC source: [exhibit312-q22026.htm](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/exhibit312-q22026.htm)

Exhibit 31.2

Sarbanes-Oxley Act of 2002, Section 302 Certification of Principal Financial Officer

I, Bradley M. Rust, President and Chief Financial Officer of German American Bancorp, Inc. certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of German American Bancorp, Inc. (the “registrant”):

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 6, 2026

Date

/s/ Bradley M. Rust

Bradley M. Rust

President and Chief Financial Officer

(Principal Financial Officer)

---

## EX-32.1

SEC source: [exhibit321-q22026.htm](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/exhibit321-q22026.htm)

Exhibit 32.1

Sarbanes-Oxley Act of 2002, Section 906 Certification of Principal Executive Officer

I, D. Neil Dauby, Chairman and Chief Executive Officer of German American Bancorp, Inc. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that:

1.The Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Periodic Report”), which this statement accompanies, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2.Information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of German American Bancorp, Inc.

This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Periodic Report.

August 6, 2026

Date

/s/ D. Neil Dauby

D. Neil Dauby

Chairman and Chief Executive Officer

(Principal Executive Officer)

---

## EX-32.2

SEC source: [exhibit322-q22026.htm](https://www.sec.gov/Archives/edgar/data/714395/000071439526000032/exhibit322-q22026.htm)

Exhibit 32.2

Sarbanes-Oxley Act of 2002, Section 906 Certification of Principal Financial Officer

I, Bradley M. Rust, President and Chief Financial Officer of German American Bancorp, Inc. certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that:

1.The Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Periodic Report”), which this statement accompanies, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2.Information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of German American Bancorp, Inc.

This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Periodic Report.

August 6, 2026

Date

/s/ Bradley M. Rust

Bradley M. Rust

President and Chief Financial Officer

(Principal Financial Officer)