8-K

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): March 4, 2024

GERMAN AMERICAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Indiana

(State or other jurisdiction of incorporation)

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:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Changes

On March 4, 2024, German American Bancorp, Inc. (the “Company”) announced that Keith A. Leinenbach, the Company’s Executive Vice President and Chief Credit Officer, and a named executive officer for the Company’s 2023 fiscal year, will retire from such office effective April 1, 2024. In anticipation of Mr. Leinenbach’s retirement, the Company’s Board of Directors, at a meeting held on March 4, 2024, appointed W. Scott Powell as Executive Vice President and Chief Credit Officer, which appointment shall become effective on April 1, 2024.

Mr. Powell, age 61, currently serves as Regional Executive Vice President and Commercial Credit Officer for the Company’s Southeast Region. Prior to that, he had served as Executive Vice President and Chief Credit Officer of First Security Bank, which was acquired by the Company on October 15, 2018. Mr. Powell has 33 years of banking experience with community and national banks, in small and large metropolitan markets, and 20 years of relevant leadership experience.

Other than Mr. Powell’s participation in the Company’s executive management incentive plans (which plans are described in the Company’s 2023 Proxy Statement), in connection with his appointment: (i) there are no arrangements or understandings between Mr. Powell and any other person; (ii) no material plan, contract or arrangement has been entered into with Mr. Powell, and no such plan, contract or arrangement with him has been materially amended; and (iii) no grant of any award to Mr. Powell or modification of an existing award has been made. Moreover, Mr. Powell has no family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Also, Mr. Powell does not have a direct or an indirect material interest in any transaction that would require reporting under Item 404(a) of Regulation S-K.

A copy of the Company’s press release, dated March 4, 2024, announcing the executive officer changes is attached to this Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1gabpressrelease342024spo.htm Press release, dated March 4, 2024, issued by German American Bancorp, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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.

gabpressrelease342024spo

Media Contact: D. Neil Dauby Chairman & Chief Executive Officer 812-482-1314 FOR IMMEDIATE RELEASE GERMAN AMERICAN BANK ANNOUNCES SCOTT POWELL AS CHIEF CREDIT OFFICER JASPER, Ind., March 4, 2024 -- German American Bancorp, Inc. (Nasdaq: GABC) and its banking subsidiary, German American Bank, announces that Scott Powell has been appointed Executive Vice President, Chief Credit Officer, effective April 1, 2024. Powell will succeed current Executive Vice President and Chief Credit Officer, Keith A. Leinenbach, who will be retiring. Leinenbach will retire after 24 years with the organization and over 40 years of broad-based banking industry experience. Keith has been a trusted steward of German American’s credit culture for decades and has provided exceptional executive leadership over the years. Neil Dauby, Chairman and CEO, states, “We wish Keith well in his retirement years and thank him for his dedicated leadership and service to our customers, employees, shareholders and communities. Throughout the course of his career with German American, Keith has played a critical role in strengthening the company’s credit culture as well as our culture of team work and collaboration. As an executive, he has been instrumental in growing our company both organically and through acquisitions, and driving superior financial performance.” Powell joined German American Bank through the acquisition of First Security Bank in 2018 where he served as an executive and Chief Credit officer. He currently serves in the role of Regional Credit Officer at German American. Scott brings vast credit administrative experience with nearly 34 years of commercial risk and banking experience at community and large national banks. Dauby comments, “This transition of our Chief Credit Officer position is the company’s final step in the ongoing management succession planning the board has been implementing for the past several years. We are excited to expand Scott’s leadership role within our organization. He consistently demonstrates the qualities that define German American’s culture with an unwavering commitment to our customers, employees, shareholders and communities.” Powell resides in Newburgh, Indiana. He earned his Bachelor of Science degree from McKendree University and his MBA from the University of Southern, Indiana. About German American German American Bancorp, Inc. is a Nasdaq-traded (symbol: GABC) financial holding company based in Jasper, Indiana. German American, through its banking subsidiary German American Bank, operates 75 banking offices in 19 southern Indiana counties and 14 counties in Kentucky. The Company also owns an investment brokerage subsidiary (German American Investment Services, Inc.) and a full line property and casualty insurance agency (German American Insurance, Inc.).