Item 2.02. Results of Operations and Financial Condition.

On January 27, 2020, German American Bancorp, Inc. (the "Company" or "German American") issued a press release announcing its results for the quarter and year ended December 31, 2019, and making other disclosures. The press release (including the accompanying unaudited consolidated financial statements as of and for the quarter and year ended December 31, 2019, and other financial data) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including the information incorporated herein from Exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K and 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.

Item 8.01. Other Events.

Cash Dividend. As announced in the press release furnished as Exhibit 99.1 to this report, the Company's Board of Directors has declared a cash dividend of $0.19 per share which will be payable on February 20, 2020, to shareholders of record as of February 10, 2020.

Stock Repurchase Plan. Also as announced in the press release furnished as Exhibit 99.1 to this report, the Company's Board of Directors approved, on January 27, 2020, a plan to repurchase up to one million shares of the Company's outstanding common stock. On a share basis, the amount of common stock subject to the repurchase plan represents approximately 4% of the Company's outstanding shares. The stock repurchases may, at the discretion of management, be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan all as effected in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company is not obligated to purchase any shares under the plan, and the plan may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase plan will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements.

Item 9.01. Financial Statements and Exhibits.



  (d)    Exhibits

         Exhibit No.     Description

            99.1         Press release, dated January 27, 2020, issued by German
                         American Bancorp, Inc.
             104         Cover Page Interactive Data File (embedded within the
                         Inline XBRL document).





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