Subsequent Events (Unaudited)

Effective March 1, 2016, the Company acquired River Valley Bancorp ("RIVR") and its subsidiaries, including River Valley Financial Bank, pursuant to an Agreement and Plan of Reorganization dated October 26, 2015, as amended. The acquisition was accomplished by the merger of RIVR into the Company immediately followed by the merger of River Valley Financial Bank into German American Bancorp. River Valley Financial Bank operated 14 banking offices primarily in Southeast Indiana.

RIVR’s assets and equity (unaudited) as of February 29, 2016 totaled $516.3 million and $56.6 million, respectively. The acquired assets and liabilities will be recorded at fair value at the date of acquisition and will be reflected in the March 31, 2016 financial statements as such; however, at the time of these financial statements, the appraisals and valuations are incomplete. The Company expects to record goodwill and a core deposit intangible in regards to this transaction based on earlier estimates, but the amount is not known as the initial fair value accounting is incomplete. The goodwill will not be deductible for tax purposes.

Under the terms of the merger agreement, the Company issued approximately 1,936,000 shares of its common stock to the former shareholders of RIVR. Each RIVR common shareholder of record at the effective time of the merger became entitled to receive 0.77 shares of common stock of the Company and $9.90 in cash for each of their former shares of RIVR common stock.

This acquisition was consistent with the Company’s strategy to build a regional presence in Southern Indiana. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.

March 1, 2016



Consideration
Cash for Options and Fractional Shares	$	395
Cash Consideration	24,975
Equity Instruments	62,022

Fair Value of Total Consideration Transferred	$	87,392