German American Bancorp, Inc. (GABC) Reports Record Earnings for Third Quarter 2025

JASPER, Ind.--( BUSINESS WIRE)--German American Bancorp, Inc. (Nasdaq: GABC) reported record earnings for the third quarter 2025. Third quarter earnings of $35.1 million, or $0.94 per share, resulted in the highest level of reported quarterly earnings and earnings per share in the Company's history. This level of quarterly earnings represents an increase of $3.7 million, or approximately 12% on a per share basis, from 2025 second quarter earnings of $31.4 million, or $0.84 per share. It represents an increase of $14.0 million, or approximately 32% on a per share basis, from 2024 third quarter earnings of $21.0 million or $0.71 per share. Strong quarterly financial metrics of 1.68% return on average assets, 13.0% return on average equity, 21.0% return on average tangible equity and a 4.06% net interest margin continue to reinforce our position of strength.

The record operating performance was driven by continued net interest margin expansion, strong gains in net interest income and operating leverage, solid deposit growth with continued high level of non-interest bearing demand deposits, solid loan growth, healthy credit metrics and controlled expenses.

The overall loan portfolio at September 30, 2025 remains stable and diversified, increasing by approximately 3% on an annualized linked quarter basis. The increase was driven by solid loan originations across the Company's entire footprint that were partially mitigated by higher commercial real estate payoffs. The Company’s loan portfolio reflects healthy credit metrics, as non-performing assets were 0.28% of period end assets and non-performing loans totaled 0.41% of period end loans. Net charge-offs remained minimal at 5 basis points of average loans on an annualized basis for the third quarter of 2025.

Third quarter total deposits increased 3.4% on an annualized linked quarter basis led by a 9% increase in non-interest bearing demand deposit accounts. Overall, non-interest bearing accounts continue to be strong, representing over 28% of total deposits at September 30, 2025. Total cost of deposits declined 6 basis points from 1.73% at June 30, 2025 to 1.67% at September 30, 2025. The 25 basis point Federal Funds rate cut that took place late in the third quarter had minimal impact on the quarter’s overall financial performance.

Non-interest income trended favorably in the third quarter of 2025 over linked second quarter 2025. Non-interest income increased $1.7 million or 10% driven by a 3% increase in wealth management and 6% increase in deposit fees both resulting from increased new business. A non-recurring gain on the redemption of subordinated debt previously issued by Heartland BancCorp ("Heartland") also contributed to the favorable increase.

The Company’s third quarter 2025 efficiency ratio fell below 50% to 49.26% as we continue to build scale and improve profitability.

The Company also announced that its Board of Directors declared a regular quarterly cash dividend of $0.29 per share, which will be payable on November 20, 2025 to shareholders of record as of November 10, 2025.

“We are extremely pleased to deliver a record earnings performance in the third quarter of 2025 as we positioned the Company with various strategic transactions throughout 2024 and early 2025. Our Heartland Bank acquisition that closed in the first quarter of 2025 continues to integrate extremely well, adding to the overall momentum of our Company. We are excited about the long-term growth potential in connection with a normalizing yield curve and our strong diversified organic growth footprint,” stated D. Neil Dauby, German American’s Chairman and CEO.

Dauby also stated, “We continue to add top talent to our relationship-focused team of professionals and, with their dedicated efforts, we are confident that our strong community presence, healthy financial condition and disciplined approach to growth will continue to drive future profitability and long-term shareholder value. We remain excited and committed to the vitality and future growth of our Indiana, Kentucky and Ohio communities.”

Balance Sheet Highlights

On February 1, 2025, the Company completed its acquisition of 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 (the "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. The Company issued approximately 7.74 million shares of its common stock, and paid approximately $23.1 million in cash, in exchange for all of the issued and outstanding shares of common stock of Heartland and in cancellation of all options to acquire Heartland common stock outstanding as of the effective time of the merger.

Total assets for the Company totaled $8.401 billion at September 30, 2025, representing an increase of $121.1 million compared with June 30, 2025 and an increase of $2.140 billion compared with September 30, 2024. The increase in total assets at September 30, 2025 compared with September 30, 2024 was, in large part, attributable to the Heartland acquisition, with continued organic loan growth also contributing to the increase.

September 30, 2025 total loans increased $39.3 million, or 3% on an annualized basis, compared with June 30, 2025 and increased $1.718 billion compared with September 30, 2024. The increase during the third quarter of 2025 compared with June 30, 2025 was broad-based across most segments of the portfolio and throughout the Company's footprint. However, the increase was partially mitigated by higher levels of payoffs of commercial real estate loans. Agricultural loans increased $11.4 million, or 10% on an annualized basis, and commercial real estate loans increased $6.5 million, or 1% on an annualized basis, while commercial and industrial loans declined $2.3 million, or 1% on an annualized basis. Retail loans grew by $23.7 million, or 7% on an annualized basis, due in large part to strong home equity loan originations. The increase at September 30, 2025 compared with September 30, 2024 was largely due to the acquisition of Heartland and, to a lesser extent, organic loan growth throughout the Company's existing market areas.

The composition of the loan portfolio has remained relatively stable and diversified over the past several years. The addition of the Heartland loan portfolio 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 14% of the portfolio (up from 9% at September 30, 2024), agricultural loans at 8% of the portfolio, and home equity 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

9/30/2025

6/30/2025

9/30/2024

(dollars in thousands)

Commercial & Industrial Loans

815,222

817,546

670,104

Commercial Real Estate Loans

3,103,181

3,096,728

2,179,981

Agricultural Loans

472,807

461,420

417,473

Consumer Loans

603,742

574,323

439,382

Residential Mortgage Loans

792,670

798,343

362,415

5,787,622

5,748,360

4,069,355

The Company’s allowance for credit losses totaled $76.1 million at September 30, 2025 compared to $75.5 million at June 30, 2025 and $44.1 million at September 30, 2024. The allowance for credit losses represented 1.32% of period-end loans at both September 30, 2025 and June 30, 2025 and 1.09% of period-end loans at September 30, 2024.

The Company added $32.7 million to the allowance for credit losses in conjunction with the closing of the Heartland acquisition on February 1, 2025, related to the Heartland loan portfolio. Of the increase in the allowance for credit losses for the Heartland portfolio, $16.2 million was recorded through the "Day 2" provision for credit losses under the CECL model. In a transaction like the Heartland merger, the accounting rules require the acquirer to recognize an allowance for credit losses in the period of acquisition for both purchased credit deterioration (“PCD”) assets and non-PCD assets. The determination of PCD versus non-PCD determines how the allowance for credit loss flows through the financial statements. For PCD assets, the gross-up method includes the impact in the “Day 1” business combination entries with no impact to expense. For non-PCD assets, the impact is reflected outside of the business combination entries (sometimes referred to as “Day 2”) and is reflected in expense.

Under the CECL model, certain acquired loans continue to carry a fair value discount as well as an allowance for credit losses. As of September 30, 2025, the Company held net discounts on acquired loans of $56.9 million, which included $54.7 million related to the Heartland loan portfolio.

Non-performing assets totaled $23.7 million at September 30, 2025, $25.1 million at June 30, 2025, and $9.7 million at September 30, 2024. Non-performing assets represented 0.28% of total assets at September 30, 2025, 0.30% at June 30, 2025 and 0.15% at September 30, 2024. Non-performing loans represented 0.41% of total loans at September 30, 2025, 0.44% at June 30, 2025 and 0.24% at September 30, 2024.

The overall increase in non-performing assets at September 30, 2025 compared with September 30, 2024 was largely attributable to the Heartland acquisition. As of September 30, 2025, non-performing assets from the Heartland acquisition totaled approximately $11.6 million.

Non-performing Assets

(dollars in thousands)

9/30/2025

6/30/2025

9/30/2024

Non-Accrual Loans

23,676

22,787

9,701

Past Due Loans (90 days or more)

—

2,301

—

Total Non-Performing Loans

23,676

25,088

9,701

Other Real Estate

—

Total Non-Performing Assets

23,724

25,136

9,701

September 30, 2025 total deposits increased $59.8 million, or 3% on an annualized basis, compared to June 30, 2025 and increased $1.743 billion compared with September 30, 2024. The increase in total deposits at September 30, 2025 compared with the third quarter of 2024 was largely attributable to the Heartland acquisition. As of September 30, 2025, deposits from the Heartland acquisition totaled $1.615 billion.

The addition of the Heartland deposit portfolio did not result in significant changes to the overall deposit portfolio composition. Notably, non-interest bearing deposits have remained relatively stable as a percent of total deposits at approximately 28% at September 30, 2025, and 27% at both June 30, 2025 and September 30, 2024.

End of Period Deposit Balances

9/30/2025

6/30/2025

9/30/2024

(dollars in thousands)

Non-interest-bearing Demand Deposits

1,938,522

1,896,737

1,406,405

IB Demand, Savings, and MMDA Accounts

3,714,191

3,728,031

2,955,306

Time Deposits < $100,000

502,548

521,802

349,824

Time Deposits > $100,000

859,241

808,116

559,744

7,014,502

6,954,686

5,271,279

At September 30, 2025, the capital levels for the Company and the 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.

9/30/2025

Ratio

6/30/2025

Ratio

9/30/2024

Ratio

Total Capital (to Risk Weighted Assets)

Consolidated

15.07

15.21

17.22

Bank

14.00

13.93

15.28

Tier 1 (Core) Capital (to Risk Weighted Assets)

Consolidated

13.83

13.53

15.76

Bank

13.10

13.02

14.46

Common Tier 1 (CET 1) Capital Ratio (to Risk Weighted Assets)

Consolidated

13.30

13.00

15.04

Bank

13.10

13.02

14.46

Tier 1 Capital (to Average Assets)

Consolidated

11.40

10.93

12.30

Bank

10.80

10.51

11.29

Results of Operations Highlights – Quarter ended September 30, 2025

Net income for the quarter ended September 30, 2025 totaled $35,074,000, or $0.94 per share, an increase of 12% on a per share basis compared with the second quarter 2025 net income of $31,361,000, or $0.84 per share, and an increase of 32% on a per share basis compared with the third quarter 2024 net income of $21,048,000, or $0.71 per share.

The results of operations for each quarter presented include Heartland acquisition-related expenses. The third quarter of 2025 also included a non-recurring gain on the redemption of certain subordinated debt. On an adjusted basis, net income for the third quarter of 2025 was $34,444,000, or $0.92 per share, compared with adjusted net income of $32,058,000, or $0.86 per share, for the second quarter of 2025, and $21,722,000, or $0.73 per share, for the third quarter of 2024. Adjusted net income and adjusted earnings per share are non-GAAP financial measures. Refer to “Use of Non-GAAP Financial Measures” contained in this release for additional information including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Summary Average Balance Sheet

(Tax-equivalent basis / dollars in thousands)

Quarter Ended

September 30, 2025

June 30, 2025

September 30, 2024

Principal Balance

Income/ Expense

Yield/ Rate

Principal Balance

Income/ Expense

Yield/ Rate

Principal Balance

Income/ Expense

Yield/ Rate

Assets

Federal Funds Sold and Other

Short-term Investments

187,648

2,084

4.41

353,588

3,932

4.46

164,154

2,223

5.39

Securities

1,584,261

13,622

3.44

1,572,596

13,395

3.41

1,490,807

12,157

3.26

Loans and Leases

5,766,875

93,664

6.45

5,678,929

90,378

6.38

4,052,673

61,424

6.03

Total Interest Earning Assets

7,538,784

109,370

5.77

7,605,113

107,705

5.68

5,707,634

75,804

5.29

Liabilities

Demand Deposit Accounts

1,912,208

1,873,459

1,411,377

IB Demand, Savings, and

MMDA Accounts

3,753,235

17,086

1.81

3,858,196

17,739

1.84

2,970,716

13,836

1.85

Time Deposits

1,330,944

12,330

3.68

1,381,233

12,896

3.75

888,639

9,539

4.27

FHLB Advances and Other Borrowings

216,460

2,956

5.42

208,241

2,645

5.09

191,548

2,684

5.57

Total Interest-Bearing Liabilities

5,300,639

32,372

2.42

5,447,670

33,280

2.45

4,050,903

26,059

2.56

Cost of Funds

1.71

1.76

1.82

Net Interest Income, Tax-Equivalent Basis*

76,998

74,425

49,745

Net Interest Margin

4.06

3.92

3.47

___________________________________________

During the third quarter of 2025, net interest income, on a non tax-equivalent basis, totaled $75,725,000, an increase of $2,570,000, or 4%, compared to the second quarter of 2025 net interest income of $73,155,000 and an increase of $27,131,000, or 56%, compared to the third quarter of 2024 net interest income of $48,594,000.

The increase in net interest income during the third quarter of 2025 compared with the second quarter of 2025 was driven by improvement in the Company's net interest margin. The increase in net interest income during the third quarter of 2025 compared with the third quarter of 2024 was primarily attributable to a higher level of average earning assets driven in large part by the Heartland acquisition and an improvement of the Company's net interest margin.

The tax equivalent net interest margin for the quarter ended September 30, 2025 was 4.06% compared with 3.92% in the second quarter of 2025 and 3.47% in the third quarter of 2024. The continued improvement in the net interest margin, excluding the accretion of discount on acquired loans, during the third quarter of 2025 compared with both the second quarter of 2025 and third quarter of 2024 was largely driven by an improved yield on earning assets (including both loan and security yields) and a lower cost of deposits. The lower cost of deposits was largely driven by the Federal Reserve's lowering of the Federal Funds rates over the last several months of 2024 and the Company's ability to correspondingly lower deposit costs. The Federal Funds rate cut in mid-September 2025 had minimal impact on the average earning asset yields or average cost of deposits during the third quarter of 2025.

The Company's net interest margin and net interest income in all periods presented have been impacted by accretion of loan discounts on acquired loans. Accretion of discounts on acquired loans totaled $3,914,000 during the third quarter of 2025, $3,483,000 during the second quarter of 2025 and $237,000 during the third quarter of 2024. Accretion of loan discounts on acquired loans contributed approximately 21 basis points to the net interest margin in the third quarter of 2025, 18 basis points in the second quarter of 2025 and 2 basis points in the third quarter of 2024.

During the quarter ended September 30, 2025, the Company recorded a provision for credit losses of $700,000 compared with a provision for credit losses of $1,200,000 in the second quarter of 2025 and a provision for credit losses of $625,000 during the third quarter of 2024. Net charge-offs totaled $748,000, or 5 basis points on an annualized basis, of average loans outstanding during the third quarter of 2025 compared with $848,000, or 6 basis points on an annualized basis, of average loans during the second quarter of 2025 and $447,000, or 4 basis points, of average loans during the third quarter of 2024.

During the quarter ended September 30, 2025, non-interest income totaled $18,429,000, an increase of $1,696,000, or 10%, compared with the second quarter of 2025 and an increase of $4,628,000, or 34%, compared with the third quarter of 2024. The increase in non-interest income during the third quarter of 2025 compared with the second quarter of 2025 was driven by a $975,000 gain on the extinguishment of debt resulting from the redemption of $24.3 million of the Heartland fixed-to-floating rate subordinated notes during the third quarter of 2025 as well as improved wealth management revenue and deposit account fees. The increase during the third quarter of 2025 compared to the same period of 2024 was largely the result of the Heartland acquisition, improvement of the Company's existing fee revenue generation and the debt extinguishment gain.

Excluding the gain on the extinguishment of debt, non-interest income for the third quarter of 2025 was $17,454,000 on an adjusted basis. Adjusted non-interest income is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this release for additional information including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Quarter Ended

Non-interest Income

9/30/2025

6/30/2025

9/30/2024

(dollars in thousands)

Wealth Management Fees

4,288

4,165

3,580

Service Charges on Deposit Accounts

3,927

3,714

3,330

Insurance Revenues

—

Company Owned Life Insurance

630

703

476

Interchange Fee Income

5,087

5,057

4,390

Sale of Assets of German American Insurance

—

Other Operating Income

3,308

1,815

1,251

Subtotal

17,240

15,454

13,027

Net Gains on Sales of Loans

1,189

1,279

704

Net Gains (Losses) on Securities

—

Total Non-interest Income

18,429

16,733

13,801

Wealth management fees increased $123,000, or 3%, during the third quarter of 2025 compared with the second quarter of 2025 and increased $708,000, or 20%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the second quarter of 2025 was largely attributable to strong new business growth resulting in increased assets under management. The increase during the third quarter of 2025 compared with the third quarter of 2024 was also largely attributable to increased assets under management driven by healthy capital markets throughout 2024 and much of 2025, and continued strong new business results in addition to the Heartland acquisition.

Service charges on deposit accounts increased $213,000, or 6%, during the quarter ended September 30, 2025 compared with the second quarter of 2025 and increased $597,000, or 18%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the second quarter of 2025 was largely attributable to increased customer utilization of deposit services. The increase during the third quarter of 2025 compared with the third quarter of 2024 was primarily driven by the Heartland acquisition in addition to increased customer utilization of deposit services.

Interchange fees increased $30,000, or 1%, during the quarter ended September 30, 2025 compared with the second quarter of 2025 and increased $697,000, or 16%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the third quarter of 2024 was largely attributable to the Heartland acquisition.

Other operating income increased $1,493,000, or 82%, during the third quarter of 2025 compared with the second quarter of 2025 and increased $2,057,000, or 164%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the second quarter of 2025 was largely attributable to a $975,000 gain on the extinguishment of debt resulting from the redemption of $24.3 million of the Heartland fixed-to-floating rate subordinated notes during the third quarter of 2025. The increase during the third quarter of 2025 compared with the third quarter of 2024 was also primarily attributable to the aforementioned gain on extinguishment of debt and the Heartland acquisition.

Net gains on sales of loans declined $90,000, or 7%, during the third quarter of 2025 compared with the second quarter of 2025 and increased $485,000, or 69%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the third quarter of 2024 was largely related to the Heartland acquisition and a higher volume of loans sold. Loan sales totaled $55.5 million during the third quarter of 2025 compared with $50.2 million during the second quarter of 2025 and $40.3 million during the third quarter of 2024.

During the quarter ended September 30, 2025, non-interest expense totaled $49,700,000, a modest increase of $183,000, or less than 1%, compared with the second quarter of 2025, and an increase of $13,574,000, or 38%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the third quarter of 2024 was primarily driven by the operating costs associated with the Heartland acquisition.

Each period presented included Heartland acquisition-related expenses, with such amounts being $136,000 for the third quarter of 2025, $929,000 for the second quarter of 2025 and $747,000 for the third quarter of 2024.

On an adjusted basis, non-interest expense for the third quarter of 2025 was $49,565,000 compared to $48,588,000 for the second quarter of 2025 and $35,292,000 for the third quarter of 2024. Adjusted non-interest expense is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this release for additional information including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Quarter Ended

Non-interest Expense

9/30/2025

6/30/2025

9/30/2024

(dollars in thousands)

Salaries and Employee Benefits

25,444

26,638

19,718

Occupancy, Furniture and Equipment Expense

5,255

4,751

3,880

FDIC Premiums

1,059

888

755

Data Processing Fees

4,175

4,086

3,156

Professional Fees

1,960

2,112

1,912

Advertising and Promotion

1,321

1,300

941

Intangible Amortization

2,693

2,803

484

Other Operating Expenses

7,793

6,939

5,280

Total Non-interest Expense

49,700

49,517

36,126

Salaries and benefits declined $1,194,000, or 4%, during the quarter ended September 30, 2025 compared with the second quarter of 2025 and increased $5,726,000, or 29%, compared with the third quarter of 2024. The decline in salaries and benefits during the third quarter of 2025 compared with the second quarter of 2025 was largely attributable to a lower level of full-time equivalent employees subsequent to the Heartland core data systems integration. The increase in the third quarter of 2025 compared with the third quarter of 2024 was due primarily to the salaries and benefits costs for the Heartland employee base.

Occupancy, furniture and equipment expense increased $504,000, or 11%, during the third quarter of 2025 compared with the second quarter of 2025 and increased $1,375,000, or 35%, compared to the third quarter of 2024. The increase during the third quarter of 2025 compared with the second quarter of 2025 was largely due to increased levels of repairs and maintenance, higher real estate tax expense and additional depreciation expense related to the Heartland acquisition. The increase during the third quarter of 2025 compared with the third quarter of 2024 was primarily attributable to the operating costs of the Heartland branch network.

Data processing fees increased $89,000, or 2%, during the third quarter of 2025 compared with the second quarter of 2025 and increased $1,019,000, or 32%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the same period of 2024 was largely driven by operating costs of associated with the Heartland acquisition and continued enhancements to existing data systems and processes.

Intangible amortization declined $110,000, or 4%, during the third quarter of 2025 compared with the second quarter of 2025 and increased $2,209,000, or 456%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the same period of 2024 was attributable to the Heartland acquisition.

Other operating expenses increased $854,000, or 12%, during the third quarter of 2025 compared with the second quarter of 2025 and increased $2,513,000, or 48%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the second quarter of 2025 was largely attributable to an increase in the amortization expense for residential mortgage servicing rights. The increase in the third quarter of 2025 compared to the third quarter of 2024 was largely attributable to operating costs of Heartland.

About German American

German American Bancorp, Inc. (Nasdaq: GABC) is a financial holding company based in Jasper, Indiana. German American, through its banking subsidiary German American Bank, operates 94 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.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned that, by their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions.

Actual results and experience could differ materially from the anticipated results or other expectations expressed or implied by these forward-looking statements as a result of a number of factors, including but not limited to, those discussed in this press release. Factors that could cause actual experience to differ from the expectations expressed or implied in this press release include:

changes in interest rates and the timing and magnitude of any such changes;

unfavorable economic conditions, including a prolonged period 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 financial and capital markets;

capital management activities, including possible future sales of new securities, or possible repurchases or redemptions by German American 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 credit losses 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;

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 German American’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;

the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends;

changes to the fair value estimates used by German American in accounting for its acquisition of Heartland, which preliminary valuations must be finalized no later than January 31, 2026; and

other risk factors expressly identified in German American’s cautionary language included under the headings “Forward-Looking Statements and Associated Risk” and “Risk Factors” in German American’s Annual Report on Form 10-K for the year ended December 31, 2024, and other documents subsequently filed by German American with the SEC.

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 German American. Readers are cautioned not to place undue reliance on these forward-looking statements. It is intended that these forward-looking statements speak only as of the date they are made. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

GERMAN AMERICAN BANCORP, INC.

(unaudited, dollars in thousands except per share data)

Consolidated Balance Sheets

September 30, 2025

June 30, 2025

September 30, 2024

ASSETS

Cash and Due from Banks

112,718

99,871

77,652

Short-term Investments

143,430

100,777

118,403

Investment Securities

1,618,370

1,572,205

1,548,347

Loans Held-for-Sale

10,058

13,880

9,173

Loans, Net of Unearned Income

5,778,505

5,739,428

4,061,149

Allowance for Credit Losses

(76,057

)

(75,510

)

(44,124

)

Net Loans

5,702,448

5,663,918

4,017,025

Stock in FHLB and Other Restricted Stock

17,856

17,966

14,488

Premises and Equipment

139,850

139,435

105,419

Goodwill and Other Intangible Assets

411,656

417,159

183,548

Other Assets

244,862

254,931

186,852

TOTAL ASSETS

8,401,248

8,280,142

6,260,907

LIABILITIES

Non-interest-bearing Demand Deposits

1,938,522

1,896,737

1,406,405

Interest-bearing Demand, Savings, and Money Market Accounts

3,714,191

3,728,031

2,955,306

Time Deposits

1,361,789

1,329,918

909,568

Total Deposits

7,014,502

6,954,686

5,271,279

Borrowings

211,016

202,033

204,153

Other Liabilities

56,007

53,919

40,912

TOTAL LIABILITIES

7,281,525

7,210,638

5,516,344

SHAREHOLDERS’ EQUITY

Common Stock and Surplus

744,017

743,230

421,262

Retained Earnings

558,086

533,834

498,340

Accumulated Other Comprehensive Income (Loss)

(182,380

)

(207,560

)

(175,039

)

SHAREHOLDERS’ EQUITY

1,119,723

1,069,504

744,563

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

8,401,248

8,280,142

6,260,907

END OF PERIOD SHARES OUTSTANDING

37,493,333

37,492,814

29,679,466

TANGIBLE BOOK VALUE PER SHARE (1)

18.89

17.40

18.90

(1) Tangible Book Value per Share is defined as Total Shareholders’ Equity less Goodwill and Other Intangible Assets divided by End of Period Shares Outstanding.

GERMAN AMERICAN BANCORP, INC.

(unaudited, dollars in thousands except per share data)

Consolidated Statements of Income

Three Months Ended

Nine Months Ended

September 30, 2025

June 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

INTEREST INCOME

Interest and Fees on Loans

93,305

90,002

61,140

264,812

178,196

Interest on Short-term Investments

2,084

3,932

2,223

8,232

4,905

Interest and Dividends on Investment Securities

12,708

12,501

11,290

37,704

31,387

TOTAL INTEREST INCOME

108,097

106,435

74,653

310,748

214,488

INTEREST EXPENSE

Interest on Deposits

29,416

30,635

23,375

87,079

67,749

Interest on Borrowings

2,956

2,645

2,684

8,217

7,180

TOTAL INTEREST EXPENSE

32,372

33,280

26,059

95,296

74,929

NET INTEREST INCOME

75,725

73,155

48,594

215,452

139,559

Provision for Credit Losses

700

1,200

625

17,200

2,150

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

75,025

71,955

47,969

198,252

137,409

NON-INTEREST INCOME

Net Gains on Sales of Loans

1,189

1,279

704

3,401

2,424

Net Gains (Losses) on Securities

—

(34,788

)

Other Non-interest Income

17,240

15,454

13,027

46,601

80,910

TOTAL NON-INTEREST INCOME

18,429

16,733

13,801

50,002

48,546

NON-INTEREST EXPENSE

Salaries and Benefits

25,444

26,638

19,718

80,122

61,853

Other Non-interest Expenses

24,256

22,879

16,408

71,877

48,685

TOTAL NON-INTEREST EXPENSE

49,700

49,517

36,126

151,999

110,538

Income before Income Taxes

43,754

39,171

25,644

96,255

75,417

Income Tax Expense

8,680

7,810

4,596

19,303

14,817

NET INCOME

35,074

31,361

21,048

76,952

60,600

BASIC EARNINGS PER SHARE

0.94

0.84

0.71

2.10

2.04

DILUTED EARNINGS PER SHARE

0.94

0.84

0.71

2.10

2.04

WEIGHTED AVERAGE SHARES OUTSTANDING

37,493,028

37,479,342

29,679,464

36,561,331

29,649,020

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

37,493,028

37,479,342

29,679,464

36,561,331

29,649,020

GERMAN AMERICAN BANCORP, INC.

(unaudited, dollars in thousands except per share data)

Three Months Ended

Nine Months Ended

September 30, 2025

June 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

EARNINGS PERFORMANCE RATIOS

Annualized Return on Average Assets

1.68

1.49

1.35

1.26

1.31

Annualized Return on Average Equity

13.00

11.97

10.06

12.06

Annualized Return on Average Tangible Equity (1)

21.14

19.87

16.20

16.30

16.66

Net Interest Margin

4.06

3.92

3.47

3.98

3.39

Efficiency Ratio (2)

49.26

51.25

56.15

53.63

47.95

Net Overhead Expense to Average Earning Assets (3)

1.66

1.72

1.56

1.85

1.46

ASSET QUALITY RATIOS

Annualized Net Charge-offs to Average Loans

0.05

0.06

0.04

0.05

0.06

Allowance for Credit Losses to Period End Loans

1.32

1.09

Non-performing Assets to Period End Assets

0.28

0.30

0.15

Non-performing Loans to Period End Loans

0.41

0.44

0.24

Loans 30-89 Days Past Due to Period End Loans

0.30

0.46

0.28

SELECTED BALANCE SHEET & OTHER FINANCIAL DATA

Average Assets

8,350,565

8,424,328

6,216,284

8,137,211

6,183,231

Average Earning Assets

7,538,784

7,605,113

5,707,634

7,357,725

5,669,302

Average Total Loans

5,766,875

5,678,929

4,052,673

5,529,532

4,015,973

Average Demand Deposits

1,912,208

1,873,459

1,411,377

1,819,351

1,419,745

Average Interest Bearing Liabilities

5,300,639

5,447,670

4,050,903

5,242,871

4,046,128

Average Equity

1,079,359

1,048,227

703,377

1,020,200

670,136

Period End Non-performing Assets (4)

23,724

25,136

9,701

Period End Non-performing Loans (5)

23,676

25,088

9,701

Period End Loans 30-89 Days Past Due (6)

17,091

26,294

11,501

Tax-Equivalent Net Interest Income

76,998

74,425

49,745

219,314

143,881

Net Charge-offs during Period

748

848

447

2,082

1,791

(1)

Average Tangible Equity is defined as Average Equity less Average Goodwill and Other Intangibles.

(2)

Efficiency Ratio is defined as Non-interest Expense less Intangible Amortization divided by the sum of Net Interest Income, on a tax-equivalent basis, and Non-interest Income less Net Gains (Losses) on Securities.

(3)

Net Overhead Expense is defined as Total Non-interest Expense less Total Non-interest Income.

(4)

Non-performing assets are defined as Non-accrual Loans, Loans Past Due 90 days or more, and Other Real Estate Owned.

(5)

Non-performing loans are defined as Non-accrual Loans and Loans Past Due 90 days or more.

(6)

Loans 30-89 days past due and still accruing.

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, provision for credit losses, non-interest expense, non-interest income, efficiency ratio, 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; (2) non-recurring expenses related to the Heartland merger; (3) the gain on the extinguishment of debt resulting from the redemption of certain subordinated notes on September 15, 2025; (4) the operating results for German American Insurance, Inc. (“GAI”), whose assets were sold effective June 1, 2024; (5) the gain on the sale of GAI assets; and (6) the loss related to the securities portfolio restructuring transaction that occurred in the second quarter of 2024. 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.

GERMAN AMERICAN BANCORP, INC.

NON-GAAP RECONCILIATIONS

Non-GAAP Reconciliation – Net Income and Earnings Per Share

Three Months Ended

Nine Months Ended

(Dollars in Thousands, except per share amounts)

09/30/2025

06/30/2025

09/30/2024

09/30/2025

09/30/2024

Net Income, as reported

35,074

31,361

21,048

76,952

60,600

Adjustments:

Plus: CECL Day 2 non-PCD provision

—

12,150

—

Plus: Non-recurring merger-related expenses

101

697

609

5,418

928

Less: Gain on debt extinguishment

731

—

731

—

Less: Loss on securities restructuring

—

(27,189

)

Less: Income from GAI operations

—

(65

)

—

821

Less: Gain on sale of GAI assets

—

27,476

Adjusted Net Income

34,444

32,058

21,722

93,789

60,420

Weighted Average Shares Outstanding

37,493,028

37,479,342

29,679,464

36,561,331

29,649,020

Earnings Per Share, as reported

0.94

0.84

0.71

2.10

2.04

Earnings Per Share, as adjusted

0.92

0.86

0.73

2.57

2.04

GERMAN AMERICAN BANCORP, INC.

NON-GAAP RECONCILIATIONS

Non-GAAP Reconciliation – Non-Interest Income and Non-Interest Expense

Three Months Ended

Nine Months Ended

(Dollars in Thousands)

09/30/2025

06/30/2025

09/30/2024

09/30/2025

09/30/2024

Non-Interest Income

18,429

16,733

13,801

50,002

48,546

Less: Gains (Losses) on securities

—

105

Less: Loss on securities restructuring

—

(34,893

)

Less: Gain on debt extinguishment

975

—

975

—

Less: Revenue from GAI operations

—

4,434

Less: Gain on sale of GAI assets

—

38,323

Adjusted Non-Interest Income

17,454

16,733

13,731

49,027

40,577

Non-Interest Expense

49,700

49,517

36,126

151,999

110,538

Less: Non-recurring merger-related expenses

135

929

747

6,996

1,172

Less: Expense from GAI operations

—

3,342

Less: Expense from sale of GAI assets

—

1,816

Adjusted Non-Interest Expense

49,565

48,588

35,292

145,003

104,208

GERMAN AMERICAN BANCORP, INC.

NON-GAAP RECONCILIATIONS

Non-GAAP Reconciliation – Efficiency Ratio

Three Months Ended

Nine Months Ended

(Dollars in Thousands)

09/30/2025

06/30/2025

09/30/2024

09/30/2025

09/30/2024

Adjusted Non-Interest Expense (from above)

49,565

48,588

35,292

145,003

104,208

Less: Intangible Amortization

2,693

2,803

484

7,566

1,594

Adjusted Non-Interest Expense excluding Intangible Amortization

46,872

45,785

34,808

137,437

102,614

Net Interest Income

75,725

73,155

48,594

215,452

139,559

Add: FTE Adjustment

1,273

1,270

1,151

3,862

4,322

Net Interest Income (FTE)

76,998

74,425

49,745

219,314

143,881

Adjusted Non-Interest Income (from above)

17,454

16,733

13,731

49,027

40,577

Total Adjusted Total Revenue

94,452

91,158

63,476

268,341

184,458

Efficiency Ratio

49.26

51.25

56.15

53.63

47.95

Adjusted Efficiency Ratio

49.63

50.23

54.84

51.22

55.63

Non-GAAP Reconciliation – Net Interest Margin

Three Months Ended

Nine Months Ended

(Dollars in Thousands)

09/30/2025

06/30/2025

09/30/2024

09/30/2025

09/30/2024

Net Interest Income (FTE) from above

76,998

74,425

49,745

219,314

143,881

Less: Accretion of Discount on Acquired Loans

3,914

3,483

236

11,589

889

Adjusted Net Interest Income (FTE)

73,084

70,942

49,509

207,725

142,992

Average Earning Assets

7,538,784

7,605,113

5,707,634

7,357,725

5,669,302

Net Interest Margin (FTE)

4.06

3.92

3.47

3.98

3.39

Adjusted Net Interest Margin (FTE)

3.85

3.74

3.45

3.77

3.37