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): May 16, 2019

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 Box 810 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 7.01. Regulation FD Disclosure.

On May 16, 2019, German American Bancorp, Inc. (“German American”) will conduct a presentation at its 2019 Annual Meeting of Shareholders. A copy of the presentation is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, including the information incorporated by reference herein from Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Report contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such 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. These forward-looking statements include, but are not limited to, statements relating to the expected timing and benefits of German American’s proposed merger (the “Merger”) with Citizens First Corporation (“Citizens First”), including future financial and operating results, cost savings, enhanced revenues, and accretion/dilution to reported earnings that may be realized from the Merger, as well as other statements of expectations regarding the Merger, and other statements of German American’s goals, intentions and expectations; statements regarding German American’s business plan and growth strategies; statements regarding the asset quality of German American’s loan and investment portfolios; and estimates of German American’s risks and future costs and benefits, whether with respect to the Merger or otherwise.

These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of German American and Citizens First will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues following the Merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the Merger; the ability to obtain required regulatory approvals and the approval of Citizens First’s shareholders, and the ability to complete the Merger on the expected timeframe; the costs and effects of litigation and the possible unexpected or adverse outcomes of such litigation; possible changes in economic and business conditions; the existence or exacerbation of general geopolitical instability and uncertainty; the ability of German American to complete integration and attract new customers; possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the creditworthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to bank holding companies and banks like German American’s affiliate bank; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity, credit and interest rate risks associated with German American’s business; and other risks and factors identified in German American’s filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. German American does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Report.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	99.1	Annual Meeting Presentation dated May 16, 2019.

******

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.

	GERMAN AMERICAN BANCORP, INC.
Date: May 16, 2019	By:	/s/ Mark A. Schroeder
		Mark A. Schroeder, Chairman and Chief Executive Officer

EX-99.1

Board of Directors: Re-election Zachary W. Bawel J. David Lett Thomas W. Seger Lee A Mitchell

Board of Directors

Introductions

Management Report

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS When used in this presentation and our oral statements, the words or phrases “believe,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation, and we do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur in the future. By their nature, these statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those anticipated in the statements. Factors that could cause actual results and performance to vary materially from those expressed or implied by any forward-looking statement include those that are discussed in Item 1, “Business – Forward Looking Statements and Associated Risk,” and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for 2018 as updated and supplemented by our other SEC reports filed from time to time.

2018 Year in Review

Kentucky Divisional / Regional Senior Management Team Mike Beckwith Amy Jackson Krista Niehaus Scott Powell Divisional President Regional President Regional Senior VP Regional Exec VP Retail Banking Commercial Credit Officer

Who We Are Indiana & Kentucky Community-focused Financial Services Organization • Banking, Insurance, Investments & Trust • $3.9 Billion Total Banking Assets • $1.6 Billion Investment and Trust Assets Under Management • $60 Million Annual Insurance Premiums • 750+ FTEs • 65 Branch Offices 12

Bradley M. Rust Executive Vice President and CFO

Financial Trends

Net Income & Earnings Per Share Earnings Per Share $50,000 $46,529 $45,000 $40,676 $40,000 $35,184 $35,000 $30,064 $30,000 $28,344 $25,000 $1.99 $20,000 $1.77 $1.51 (1) $1.57 (1) $1.43 (1) $15,000 $10,000 $5,000 $- 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 (Dollars in Thousands, Except Per Share Amounts) (1) Earnings Per Share adjusted for 3-for-2 stock split completed in 2017

Total Assets Annualized Return on Assets $4,000 $3,929 $3,896 $3,500 $3,144 $2,956 $3,000 $2,500 $2,374 $2,237 $2,000 $1,500 1.55% 1.33% 1.35% 1.38% 1.31% 1.24% $1,000 $500 $- 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 03/31/19 (Dollars in Millions)

Total Loans, Net of Unearned Income Commercial & Agricultural Loans as % of Total Loans $3,000 $2,728 $2,709 $2,750 $2,500 $2,250 $2,142 $1,990 $2,000 $1,750 $1,564 $1,500 $1,448 $1,250 $1,000 81% 82% 81% 81% 78% 78% $750 $500 $250 $- 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 03/31/19 (Dollars in Millions)

Loan Portfolio Composition As of December 31, 2018 Total Loans $2,728.1 million Construction & Development Residential Mortgage Loans, Loans, $ 147.2 million, 5% $ 328.5 million, 12% Agricultural Loans, $ 364.7 million, 13% Home Equity Loans, $ 209.5 million, 8% Consumer Loans, Commercial Real Estate $ 65.0 million, 2% Owner Occupied, $ 265.7 million, 10% Commercial & Industrial Loans, $ 515.7 million, 19% Commercial Real Estate Non- Owner Occupied, Multi-Family Residential $ 671.5 million, 25% Properties, $ 160.3 million, 6%

Non-Performing Assets to Total Assets 2.50% 2.00% 1.50% 1.04% 1.00% 0.84% 0.76% 0.48% 0.45% 0.50% 0.29% 0.15% 0.14% 0.38% 0.34% 0.34% 0.00% 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 03/31/19 GABC Peer Group

Total Deposits Non-Maturity Deposit Accounts as % of Total Deposits $3,500 $3,073 $3,065 $3,000 $2,484 $2,500 $2,350 $2,000 $1,780 $1,826 $1,500 83% 84% 84% 81% 81% 79% $1,000 $500 $- 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 03/31/19 (Dollars in Millions)

Total Deposit Composition as of December 31, 2018 Total Deposits $3,072.6 million Non-Interest Bearing Demand, $716.0 million, 23% Interest Bearing Demand, Savings & Money Market, $1,768.2 million, 58% Cost of Funds 2014 0.30% 2015 0.28% 2016 0.32% Time Deposits, $588.4 million, 2017 0.40% 19% 2018 0.61%

Total Shareholders’ Equity Annualized Return on Equity $500 $479 $459 $450 $400 $365 $350 $330 $300 $252 $250 $229 $200 13.21% 12.98% 12.47% 12.07% $150 10.94% 11.59% $100 $50 $- 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 03/31/19 (Dollars in Millions)

Net Interest Income Net Interest Margin (Tax-Equivalent) $140,000 $120,000 $117,345 $105,057 $99,470 $100,000 $79,072 $80,000 $76,991 $60,000 3.76% 3.75% 3.76% 3.75% 3.70% $40,000 $34,299 $26,261 3.88% $20,000 3.66% $- 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 Q1 '18 Q1 '19 (Dollars in Thousands)

Non-Interest Income Non-Interest Income as % of Total Revenue $40,000 $37,070 $35,000 $32,013 $31,854 $30,000 $27,444 $25,000 $23,937 $20,000 26% 24% 24% 24% $15,000 23% $11,658 $9,492 $10,000 $5,000 27% 26% $- 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 Q1 '18 Q1 '19 (Dollars in Thousands)

Non-Interest Expense Efficiency Ratio $100,000 $93,553 $90,000 $80,000 $76,587 $77,803 $70,000 $61,326 $60,000 $57,713 $50,000 60.6% $40,000 58.3% 57.2% 57.6% $30,000 56.8% $26,759 $20,445 $20,000 58.2% 57.2% $10,000 $- 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 Q1 '18 Q1 '19 (Dollars in Thousands)

Net Income & Earnings Per Share Earnings Per Share $50,000 $46,529 $45,000 $40,676 $40,000 $35,184 $35,000 $30,064 $30,000 $28,344 $25,000 $1.99 $20,000 $1.77 $1.51 (1) $1.57 (1) $1.43 (1) $15,067 $15,000 $11,813 $10,000 $0.51 $0.60 $5,000 $- 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 Q1 '18 Q1 '19 (Dollars in Thousands, Except Per Share Amounts) (1) Earnings Per Share adjusted for 3-for-2 stock split completed in 2017

Capitalize upon Market Strength & Growth Bowling Green, Kentucky Regional Expansion GABC Deposit Market Share Total Total GABC Position Market Market Market Deposits GABC Market Market Market Deposits Competitors per Competitor Loans** Deposits** % # Bowling Green (Warren) * $ 2,541,017 19 $133,738 $233,196 $300,323 12% #3 Franklin (Simpson)* $ 416,557 6 $ 69,426 $ 59,757 $ 75,092 18% #2 Glasgow (Barren)* $ 665,989 8 $ 83,249 $ 37,479 $ 65,091 10% #5 Horse Cave & Munfordville (Hart) * $ 222,017 4 $ 55,504 $ 22,703 $ 80,697 36% #2 Total Bowling Green Region * $3,845,580 25 $153,823 $353,135 $521,203 14% #2 Source: FDIC 06/30/18 Statistics and Internal Bank Financials. * German American loans, deposits and market share position adjusted to include First Security Bank (merger completed) and Citizens First Bank (merger pending).

771 Campbell Lane 1805 Campbell Lane 2825 Scottsville Road 1700 Scottsville Road 1018 Chestnut Street 987 Lehman Avenue

History of Superior Financial Performance Nine Years of Consecutive Record Earnings Performance Double-Digit Return on Equity for Past 14 Consecutive Fiscal Years Bank Director Magazine - Bank Performance Scorecard Top 15 National Ranking for Past 4 Years ($1 - $5 billion Publicly-traded Companies) Bank Director Magazine - Top 20 of 300 Largest Publicly Traded Banks for 2017 & 2018 KBW/Stifel 2010 thru 2018 Bank Honor Roll Recipient Raymond James 2012 thru 2018 Community Banker Cup Recipient

Comparison of 5 Year Cumulative Total Return & Comparison of 15-year Annualized Return Assumes Initial Investment of $100,000 $350,000 15 years = $378,539 (9.3%) $300,000 10 years = $474,962 (16.1%) $250,000 $200,000 5 years = $162,078 (10.1%)% $150,000 $100,000 $50,000 2013 2014 2015 2016 2017 2018 German American Bancorp, Inc. Russell 2000 Index Russell Microcap Peer Group 31

Question & Answers

Board of Directors: Re-election Zachary W. Bawel J. David Lett Thomas W. Seger Lee A Mitchell

Thank You! Lonnie D. Collins