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

SCHEDULE 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

GERMAN AMERICAN BANCORP, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

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

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Notice of Annual Meeting of Shareholders

	Date & Time			Location			Record Date
	April 28, 2025, 11:30 AM Eastern Time			German American Operations Center 1311 W. 12th Ave. Jasper, Indiana			Only shareholders of record at the close of business on March 7, 2025 are eligible to participate and entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

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

Proposals		Board’s Recommendation	Page Reference
1	To elect four (4) directors, each to serve until the 2028 annual meeting of our shareholders	FOR all director nominees	22
2	Approve, on an advisory basis, the compensation of our Named Executive Officers	FOR	60
3	Approve, on an advisory basis, the appointment of Crowe LLP as our independent registered public accounting firm for 2025	FOR	61

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

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

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

By Order of the Board of Directors,

Bradley C. Arnett
Executive Vice President, Chief Legal Officer and Corporate Secretary

March 19, 2025
Jasper, Indiana

TABLE OF CONTENTS

Proxy Statement Table of Contents

Proxy Statement and Annual Meeting Summary		1
Voting Matters		1
2024 Performance Highlights	<

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