German American Bancorp, Inc. Stock

Good morning, ladies and gentlemen, and welcome to the Chairman American Bancorp Annual Shareholder Meeting Conference Call. [Operator Instructions] This call is being recorded on April 27, 2026. And I would now like to turn the conference over to Neil Dauby. Please go ahead.

Good morning, ladies and gentlemen. I'm Neil Dauby, Chairman and CEO of German American Bancorp, Inc., and I welcome you to the 2026 Annual Meeting of the Corporation shareholders. I will serve as Chairman of this meeting and appoint Brad Arnett, who is the Corporation Secretary to serve as the Secretary.

As you may recall, in addition to his role as Corporate Secretary, Brad also serves as our Executive Vice President and Chief Legal Officer. At this time, I would like to introduce the other members of our executive team that are with us today. Please stand briefly as I call your name: Brad Rust, President and CFO; Amy Jackson, Chief Administrative Officer. And our Chief Banking Officer, Mike Beckwith, is at conference today and was unable to join us.

I also want to recognize our Principal Accounting Officer, Vicki Schuler. I will now introduce the directors of German American Bancorp, Inc.

First, let me introduce the 4 directors who are standing for election to board at today's meeting. Would you please stand as you are introduced? Standing for election for a term expiring at the 2029 Annual Meeting are Angela Curry. Angela Curry was appointed to our Board effective January 1, 2023. She is a member of the Compensation, Human Resources Committee and the Risk Committee of our Board; Ms. Curry Serves as General Counsel, Vice President for Legal Governance and Strategic Initiatives at the University of Louisville. As General Counsel, Ms. Curry serves as the University's Chief Legal Officer. She directs and manages the provision of all legal services to the University of Louisville while supporting and advancing the overall mission and Cardinal principles.

In addition to her role as General Counsel and Vice President for Legal Affairs, in 2021 Ms. Curry was appointed to serve as interim Chief of Staff for the university and now serves as Vice President for Governance and strategic initiatives in addition to her role as Chief Legal Counsel. She is very active in several Louisville civic organizations and serves on the boards of the Speed Art Museum and Louisville Legal Aid society.

Our Board believes that Ms. Curry's extensive skills in complex litigation management, corporate governance, human resource management, strategic negotiations, employment law, litigation oversight, compliance training and corporate administration, along with her knowledge of the Greater Louisville market, makes her an incredible asset to our Board and the company.

Thank you Angela.

M. Darren Root. Darren Root was appointed to the Board effective January 1, 2013. Mr. Root serves as the Chairman of the Audit Committee of our Board. Mr. Root is a partner with Better Everyday, LLC and was the founder of RootWorks LLC, which is now known as RightWorks.

Like Rightworks Better Everyday is a membership-based consulting firm dedicated to educating small and mid-sized accounting firms on technology, practice management, marketing, branding and more.

Mr. Root previously managed his own CPA firm for more than 30 years and was a certified information technology professional in a charter global management accountant. He is the author of the simple firm and the intentional accountants and co-authored the books, the E-Myth accountants and Utility for Accountants. Mr. Root is also the former executive editor of CPA Practice Advisor Magazine. Our Board believes that Mr. Root's knowledge in the areas of accounting, audit, finance and technology combined with his experience in modernizing and transforming businesses enhances Board and Audit Committee decision-making.

He also brings a depth of knowledge of the Bloomington, Indiana market to the Board.

Thank you, Darren.

Andrew N Seger. Andrew Sanger was appointed to our Board effective July 1, 2025, and is a member of its Audit Committee. He currently serves as Chief Financial Officer and Senior Vice President of Sales for Wabash Valley Produce Inc., an egg products company headquartered in Dubois, Indiana. Prior to joining Wabash Valley full time in 2011, Mr. Seger spent 10 years at Frontenac, a Chicago-based private equity firm, where he became a principal and also served on the Board of Directors for numerous private equity-owned companies. Prior to Frontenac, Mr. Seger spent 2 years as an investment banking analyst at Goldman Sachs. He also currently serves on the advisory board of the Johnson Center for Entrepreneurship and Innovation for Indiana University and as President of the Economic Development and Redevelopment Commission for The City of Jasper, Indiana.

Our Board believes that Mr. Seger's extensive experience in agriculture, private equity, investment and corporate finance as well as his prior service on the Bank's Advisory Board and his deep community relationships make him a valuable contributor to our board.

Thank you, Andy.

Our final director candidate standing for election to a 3-year term is Tyson J Wagler. Tyson Wagler was appointed to our Board effective October 15, 2019. He currently serves on the Audit Committee and the Governance and Nominating Committee of our Board. Mr. Wagler is a partner in Frette & Wagler, LLC, a Washington Indiana-based CPA firm, which offers a wide range of tax accounting services for individuals in a variety of businesses.

Mr. Wagler has over 22 years of experience in the accounting profession. He serves on the Board of the Daviess County Community Hospital and his prior banking experience having previously served on one of German Americans Bank's Regional Advisory Board. Mr. Wagler's extensive experience providing tax and accounting services as well as his service on our bank's advisory Board enable him to be a significant contributor to our Board.

Thank you, Tyson.

These 4 nominees will be standing for election later in the meeting. Thank you to all of the other directors of German American Bancorp, who are not up for election this year. If you would please stand briefly as you are recognized.

Zachary, W Bawel, Susan J. Ellspermann, Marc D. Fine, Jason M. Kelly, G. Scott McComb; Christina M. Ryan, Ronnie R. Stokes, myself D. Neil Dauby, in our outgoing directors, Jack W Scheidler and Diane C Medley.

Before we proceed with the meeting, there are several preliminary matters to which to attend. First, we need to determine that a quorum is present, so Mr. President, Rust, who will be voting the proxies returned by our shareholders later in the meeting, will now report the number of shares entitled to vote and the number represented at this meeting.

Mr. Chairman, as of the close of business on March 4, 2026, the record date for this meeting, a total of 37,575,555 shares of the common stock of German American Bancorp, Inc. were outstanding and entitled to be voted, with each share being entitled to vote upto 1 vote. The total number of shares represented by proxy at this meeting is 30,516,860 shares, which is 81.21% of the shares entitled to vote. The certificate of inspectors of election will include the votes, if any, of the shareholders voting in person today.

Thank you, President Rust. A majority of shares entitled to vote constitutes a quorum. Since the shares represented here today exceed 50% of the shares entitled to vote, a quorum is present, and I now officially call the 2026 Annual Meeting of Shareholders of German American Bancorp, Inc. to order.

Today's meeting is being held pursuant to notice mailed to all shareholders of record as at the close of business on March 4, 2026. The notice, along with the 2025 annual report, the proxy statement and a form of proxy was mailed to the shareholders on or about March 25, 2026.

The corporation has appointed 3 individuals to act as inspectors of election for the matters to be voted on at today's meeting. They are seated at the side of the room and our [ Taylor Scherzer ], [ Janel Hohmeister ] and Lauren Chambers, each of whom has signed an oath in connection with serving as an inspector and the secretary will follow oath with the minutes of this meeting.

The proxies solicited by the Board of Directors designate each, myself, Brad Rust and Brad Arnett to vote the shares represented by those proxies. Mr. Rust will vote the proxies later in the meeting. The Secretary has a true and complete list of all shareholders of the corporation entitled to vote at this meeting. This will remain open for inspection during the course of the meeting. I will now ask Secretary Arnett to report on the mailing of the notice of meeting and related matters.

Mr. Chairman, I have received confirmations from both Computershare Communication Services, Inc. and Broadridge Financial Solutions, Inc. certifying that proxy materials were either mailed or electronically distributed to all shareholders of record as of March 4, 2026, and such mailings and distributions which commenced on March 25, 2026, were completed on March 27. The related affidavits or certifications will be filed with the minutes of this annual meeting.

Before handing it back to Neil, I would like to remind everyone that during the meeting today, we may make forward-looking statements about our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, the corporation's actual performance and results may differ materially from what is said here today.

Please refer to the corporation's 2025 annual report on Form 10-K filed with the SEC on February 27, 2026, and our subsequent SEC filings for detailed discussions of principal risks and uncertainties that could cause such differences.

Mr. Chairman, you may proceed with the voting on the proposals.

The polls are now open. Any shareholder of record present today, whose shares were not already voted by proxy, but who wishes to register a vote on any of the matters voted upon today or any shareholder wishing to change a previously delivered proxy vote may do so by visiting the election inspectors and completing the form of ballot at this time. The polls will remain open while votes are being casted. Following the conclusion of today's meeting, the secretary will file their certificate of inspectors with the minutes of the meeting. It will also retain balance in forms a proxy with the records of the corporation.

This concludes the preliminary portion of our business meeting. Before we move to the formal portion of our meeting, I would like to share a few historical and forward-looking perspectives for myself.

In 2025, German American celebrated its 115th anniversary, and continued its long history of superior financial performance. Just in the past 25 years, GABC has cumulatively returned over 900% to our shareholders and over 19% since our 2025 shareholder meeting. We delivered our 21st consecutive double-digit return on shareholders' equity and 14th consecutive year of increased cash dividends.

Our financial position remains strong with solid liquidity, credit and capital. Early in 2025, we completed and celebrated the merger of Heartland BancCorp, uniting 2 high-performing community-oriented organizations and expanding German American's footprint into Columbus and Cincinnati, Ohio; two of the fastest growing and most vibrant markets in the Midwest. The integration of Heartland throughout 2025 has transitioned extremely well.

As of December 31, 2025, GABC assets now total over $8.3 billion with 94 locations in Indiana, Kentucky and Ohio, striking a great balance of serving rural, suburban and urban communities. We continue to earn recognition as one of the nation's top-performing banks. Some of these include the S&P Global Top Performing Community bank list, Bank Director Top 20 bank list, Piper Sandler Small Cap All-Stars, Raymond James Community Bankers Cup and Newsweek's Best Regional Bank list. And most recently, the company was once again ranked in the top 10 in the nation on the prestigious Forbes America's Best Bank list, ranking as the best bank in Indiana, Kentucky and Ohio.

We believe these accolades acknowledge our strong financial performance and stability as well as our unwavering commitment to excellence for our employees, customers, communities and shareholders. We continue to strengthen and build on our existing team of financial and service professionals by adding top relationship-focused talent throughout our entire footprint, further driving organic growth in both our banking and wealth management operations. The continued strengthening of our team reflects our ongoing dedication to community, connection and commitment.

We entered 2026 with strong momentum. The company is well positioned to take advantage of some potential positive catalysts, a normalizing and steepening yield curve that has ended the longest inversion in modern U.S. financial history, profitability improvement with expanding net interest margins and earnings per share, deregulation, deregulation in the banking sector, strengthening loan demand, positive fee-based revenue momentum led by our wealth management and mortgage groups and benign credit metrics; all of these should be supportive of expanding PE multiples. Having said that, it only takes 1 negative development such as a current geopolitical event to offset or undermine all the positives that I just mentioned. That type of uncertainty will drive volatility in bank valuations and we have had our fair share of such volatility over the last 5 years with COVID, bank failures, tariffs and now Iran.

Our focus in 2026 will be to continue to add top talent at all levels within our organization and throughout our entire geographic footprint, providing our customers local, responsive, value-added decision-making in addition to an exceptional customer service experience, to continue to invest in technology, tech talent and system platforms to improve the best tools to deliver a high-tech customer experience that rivals larger institutions and complements our relational high-touch experience.

In addition, we will leverage artificial intelligence, machine learning and automated processes to drive revenue efficiency and risk mitigation. We will continue to focus on our wealth management and mortgage business that represents significant long-term opportunities for German American income and fee growth. We will continue to invest and innovate in our payment rails, in our payment strategies to assist our consumer and business customers with real-time payments, powering their movement of money.

With today's risk landscape, which extends well past credit to include cyber threats, geopolitical uncertainties, regulatory complexity, fraud and evolving customer expectations, we will focus on enhancing our governance infrastructure to strengthen our ability to anticipate and manage these and other emerging risks.

We will focus on our continued preparedness for crossing over the $10 billion threshold as it relates to risk, compliance, regulatory supervision and interchange. We will continue to scale as an organization, both organically and with opportunistic acquisitions. We will continue to invest and partner with all of our communities to make them stronger and to improve the quality of life in place for its residents.

Now I would like to thank our Board of Directors for their steady leadership and support over the course of 2025, especially our outgoing directors, Diane Medley and Jack Scheidler for their years of dedicated service. So I would like to give them a round of applause for their years of governance and leadership in contributing to the success of our organization.

Thank you, Jack, and Diane. To conclude on my commentary, 2025 was a high-performance year for German American that only further strengthened our foundation and provided good momentum moving into the new year. We already keenly focused on 2026, ready to adapt to any changes that lie ahead in order to continue to provide value to you, our shareholders.

Now let's return back to the business portion of our meeting for our proxy voting items. The voting polls are now officially closed. As set forth in our proxy statement, there are 4 proposals for consideration at today's meeting. Proposal #1. The first proposal is for the election of directors as more fully described beginning on Page 24 of our proxy statement. Our Board of Directors is divided into 3 classes with the terms of the members of 1 class expiring each year.

At today's meeting, 4 directors are to be elected for a 3-year term to hold office until our 2029 Annual Meeting of Shareholders and until their successors have been elected and qualified. The Board of Directors of the corporation has recommended the election of the 4 persons who are listed in the proxy statement. These nominees were introduced to you earlier and are Angela Curry, M Darren Root, Andrew M. Seger and Tyson J. Wagler.

Proposal #2. The second item on our agenda is the proposal by a nonbinding advisory vote of a resolution approving the compensation of the corporation's executive officers named in the proxy statement for this meeting as more fully described beginning on Page 63 of the proxy statement.

The holding of this advisory vote on compensation is sometimes called a say-on-pay vote.

Proposal #3. The third item for voting today is the approval by a nonbinding advisory vote of the appointment of Crowe LLP as the corporation's independent registered public accounting firm for the year ending December 31, 2026, as more fully described on Page 64 of our proxy statement.

And lastly, Proposal #4. The fourth and final item for voting today is the approval of an amendment to add our amended and restated articles of incorporation that would increase the authorized number of shares of common stock from 45 million to 90 million as more fully described beginning on Page 65 of our proxy statement.

With each matter having been identified, I now ask Secretary Arnett, to provide a voting report as to the approval of each of these proposals.

Mr. Chairman, with respect to proposal #1 relating to the election of directors, based upon the votes cast by proxy and in person at this meeting, each nominee for director has received at least 21,128,773 million shares voted in favor of their election.

Because these 4 nominees are the only nominees for the 4 seats on the Board of Directors that are open for election at this year's annual meeting and they have received at least the number of votes in favor of their election as reported at this meeting, each nominee received a plurality vote of the common shares represented in person or by proxy and entitled to vote at this meeting.

As a result, I declare that Ms. Curry, Mr. Root, Mr. Seger and Mr. Wagler have each been duly elected as a Director of German American Bancorp, Inc. to serve the previously stated term and until their successor has been elected and qualified.

Secretary Arnett, would you please continue with the voting report?

Mr. Chairman, with respect to proposal #2, relating to say-on-pay, based upon the votes cast by proxy and in person at this meeting, a majority of the votes casts were for or in favor of the approval of such proposal.

Because the majority of the votes presented in person or by proxy at this meeting has voted in favor of proposal #2, I hereby declare that the proposal to approve the compensation of the corporation's named executive officers has been approved by the shareholders.

Secretary Arnett, please continue with the voting report.

Mr. Chairman, with respect to proposal #3 relating to the approval of the appointment of Crowe LLP as the corporation's independent registered public accounting firm based upon the votes cast by proxy and in person at this meeting, a majority of the votes cast were for or in favor of the approval of such proposal.

Because a majority of the votes present in person or by proxy at this meeting have voted in favor of proposal #3, I hereby declare that such proposal has passed in the appointment of Pro LLP as the corporation's independent registered public accounting firm for the year ending December 31, 2026, has been approved by the shareholders.

Secretary Arnett, please report on the final proposal.

With respect to Proposal #4, relating to the approval of an amendment to the amended and restated articles of incorporation of German American Bancorp, Inc. that would increase the authorized number of shares of common stock from 45 million to 90 million, based upon the votes cast by property and in person this meeting, a majority of the votes cast were for or in favor of the approval of such proposal.

Because the majority of the votes present in person or by proxy at this meeting has voted in favor of proposal #4, I hereby declare that such proposal has passed and the amended and restated articles of incorporation shall be amended to increase the authorized number of shares of common stock from 45 million to 90 million, with such amendment becoming effective on the date upon which it is approved for filing by the Indiana Secretary of State. I hereby direct that the final report of the inspectors election be filed with the minutes of this meeting.

Before we end the formal business portion of our meeting, are there any other matters to come before this Annual Meeting of Shareholders?

If there is nothing further to come before this meeting, the business to be conducted has been completed. As a result, I declare this meeting adjourned. Thank you for joining us today. And as always, we appreciate your continued investment in German American.

This concludes today's call. Thank you for participating. You may all disconnect.