Amendment: German American Bancorp Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
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Explanatory Note
This Amendment No. 2 on Form 8-K/A (this “Form 8-K/A”) is being filed by German American Bancorp, Inc. (the “Company”) for the purpose of amending Item 9.01 of that certain Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 3, 2025, as amended by Amendment No. 1 on Form 8-K/A filed on February 4, 2025 (collectively, the “Original Report”), in which the Company reported, among other events, the completion of the merger of Heartland BancCorp (“Heartland”) with and into the Company effective February 1, 2025. As indicated in the Original Report, this Form 8-K/A is being filed to provide the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were not previously filed with the Original Report as permitted by the rules of the SEC. Other than as set forth in this Form 8-K/A, the remainder of the Original Report remains unchanged. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of Heartland as of and for the years ended December 31, 2023 and 2022 and the unaudited financial statements of Heartland as of and for the nine months ended September 30, 2024 and 2023 are filed as Exhibits 99.1 and 99.2, respectively, to this Form 8-K/A, and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial information of the Company, giving effect to the merger of Heartland with and into the Company, which includes the unaudited pro forma condensed combined balance sheet as of September 30, 2024 and the unaudited pro forma condensed combined income statements for the year ended December 31, 2023 and for the nine months ended September 30, 2024 and the related notes, is filed as Exhibit 99.3 to this Form 8-K/A, and is incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description |
| 23 | Consent of Forvis Mazars, LLP. |
| 99.1 | Audited financial statements of Heartland BancCorp as of and for the years ended December 31, 2023 and 2022. |
| 99.2 | Unaudited financial statements of Heartland BancCorp as of and for the nine months ended September 30, 2024 and 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: April 16, 2025 | By: | /s/ D. Neil Dauby |
| D. Neil Dauby, Chairman and Chief Executive Officer | ||
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