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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
______________________

Date of Report (Date of earliest event reported): November 18, 2025    

GERMAN AMERICAN BANCORP, INC.
(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction of incorporation)

001-15877 35-1547518
(Commission File Number) (IRS Employer Identification No.)
711 Main Street
Jasper, Indiana 47546
(Address of principal executive offices) (Zip Code)
            
Registrant’s telephone number, including area code: (812) 482-1314

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 ☐
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



Item 8.01. Other Events.

On November 18, 2025, German American Bancorp, Inc. (the “Company”) caused notice to be given to holders of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”), regarding the Company’s exercise of its option to redeem, in full, the issued and outstanding Notes, pursuant to Section 10.04 of the Indenture, dated as of June 25, 2019 (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Company will redeem $40.0 million in aggregate principal amount of the issued and outstanding Notes on December 30, 2025 (the “Redemption Date”). The redemption price for the Notes equals 100% of the $40.0 million aggregate principal amount of the Notes being redeemed on the Redemption Date, plus the accrued and unpaid interest thereon, through, but excluding, the Redemption Date. A copy of the notice of redemption of the Notes is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Notice of Redemption of the German American Bancorp, Inc. 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



* * * * * * 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 hereunto duly authorized.






SIGNATURE



GERMAN AMERICAN BANCORP, INC.
Date: November 18, 2025
By: /s/ D. Neil Dauby
D. Neil Dauby, Chairman and Chief Executive Officer



EX-99.1 2 gabcsubdebtredemption-no.htm EX-99.1 gabcsubdebtredemption-no
NOTICE OF FULL REDEMPTION TO THE HOLDERS OF GERMAN AMERICAN BANCORP, INC. 4.50% FIXED-TO-FLOATING RATE SUBORDINATED NOTES DUE 2029 (CUSIP Nos. 373865AD6; 373865AB0; and 373865AC8)* Redemption Date: December 30, 2025 NOTICE IS HEREBY GIVEN, pursuant to Section 10.04 of the Indenture, dated as of June 25, 2019 (the “Indenture”), between German American Bancorp, Inc. (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), that the Company is electing to exercise its option to redeem, in whole, its 4.5% Fixed-to-Floating Rate Subordinated Notes Due 2029 (the “Notes”). The Company will redeem $40,000,000 in aggregate principal amount of the issued and outstanding Notes on December 30, 2025 (the “Redemption Date”). The redemption price for the Notes equals 100% of the $40,000,000 aggregate principal amount of the Notes being redeemed, plus the accrued and unpaid interest thereon through, but excluding, the Redemption Date (the “Redemption Price”). The Company has determined that the aggregate accrued interest on the Notes being redeemed that is payable on the Redemption Date will be approximately $702,025.57 (or approximately $17.5506 on each $1,000 principal amount of the Notes being redeemed). On the Redemption Date, the Redemption Payment will become due and payable to the holders of the Notes (the “Holders”). Interest on the $40,000,000 in aggregate principal amount of the issued and outstanding Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to the Notes, the only remaining right of the Holders with respect to the Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company. Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner: If by Mail, Hand or Overnight Mail: U.S. Bank Trust Company, National Association Corporate Trust Services 111 Fillmore Avenue E. St. Paul, MN 55107 *The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.


 
NOTICE Under U.S. federal income tax law, the Trustee or other withholding agent may be required to backup withhold at a rate of twenty-four percent (24%) on any gross payment to a holder (other than a corporation, financial institution, or holder that otherwise qualifies for an exemption) (i) who fails to provide a taxpayer identification number and other required certifications or (ii) with respect to whom the Internal Revenue Service notifies the Trustee or other withholding agent that such holder has failed to properly report certain interest and dividend income to the Internal Revenue Service and to respond to notices to that effect. To establish an exemption from backup withholding, a Holder will need to complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules are not additional taxes and may be allowed as a refund or a credit against a holder’s U.S. federal income tax liability, if any, provided that such holder timely provides certain required information to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption. German American Bancorp, Inc. By: U.S. Bank Trust Company, National Association, as Trustee and Paying Agent Dated: November 18, 2025