SUMMARY

        The following summary, together with the section of the proxy statement/prospectus entitled "Questions and Answers," highlight selected information contained in this proxy statement/prospectus. It may not contain all of the information that might be important in your consideration of the merger agreement and the proposed merger. We encourage you to read carefully this proxy statement/prospectus (including the documents that are annexed to this document and listed in the Table of Contents) in their entirety before voting. See "WHERE YOU CAN FIND MORE INFORMATION" on page [    ·    ].

        In this proxy statement/prospectus, the term "River Valley" refers to River Valley Bancorp, the term "German American" refers to German American Bancorp, Inc., the terms "we" or "us" or "our" refer to River Valley and German American, the term "merger agreement" refers to that certain Agreement and Plan of Reorganization, dated as of October 26, 2015, as it may be amended from time to time, among German American, River Valley, and their banking subsidiaries, a copy of which is attached as Annex A to this proxy statement/prospectus, the term "merger" refers to the merger of River Valley with and into German American pursuant to the merger agreement, and the term "shares" refers to the shares of common stock of German American or River Valley (as applicable in context). Where appropriate, we have set forth a section and page reference directing you to a more complete description of the topics described in this summary.

Information about the Companies

German American Bancorp, Inc. (page [    ·    ])
711 Main Street, Box 810
Jasper, Indiana 47547-0810
(812) 482-1314

        German American, an Indiana corporation, is a financial services holding company based in Jasper, Indiana. German American (through its bank subsidiary) operates 37 banking offices in 13 Southern Indiana counties. German American indirectly owns a full line property and casualty insurance agency (German American Insurance, Inc.) with eight insurance agency offices throughout German American's market area. As of September 30, 2015, German American had total deposits of approximately $1.8 billion, total loans of approximately $1.5 billion, total assets of approximately $2.3 billion and total shareholders' equity of approximately $247 million.

River Valley Bancorp (page [    ·    ])
430 Clifty Drive, P.O. Box 1590
Madison, Indiana 47250-0590
(812) 273-4949

        River Valley is a financial holding company that owns 100% of the capital stock of its subsidiary bank, River Valley Financial Bank, an Indiana commercial bank, and of River Valley Risk Management, Inc., its captive insurance company. River Valley's common stock is traded in the NASDAQ Capital Market under the symbol "RIVR." At September 30, 2015, River Valley reported total assets of approximately $514 million, total loans of approximately $330 million, and total deposits of approximately $401 million.

        River Valley Financial Bank is an Indiana commercial bank. It conducts business from its main office in Madison, Indiana and 13 other full-service offices located in Madison, Hanover, Charlestown, Sellersburg, Floyds Knobs, New Albany, Dupont, North Vernon, Seymour, Osgood and Jeffersonville, Indiana and in Carrollton, Kentucky. River Valley Financial offers a full range of retail deposit services and lending services to customers in southeastern Indiana and adjacent areas in Kentucky, including the Louisville metro area.

        River Valley Financial has four subsidiaries. RVFB Investments, Inc., RVFB Holdings, Inc., and RVB Portfolio, LLC were formed to manage River Valley Financial's investment portfolio. Madison 1st Service Corporation owns two parcels of real estate for branch expansion, but otherwise engages in no activities.

The Merger and the Merger Agreement (pages [    ·    ] and [    ·    ])

        River Valley's merger into German American is governed by the merger agreement, and the related plan of merger that is Appendix A to the merger agreement. The merger agreement provides that, if all of the conditions are satisfied or waived, River Valley will be merged with and into German American with German American surviving the merger and River Valley ceasing to exist. We encourage you to read the merger agreement, which is included as Annex A to this proxy statement/prospectus.

What River Valley Shareholders Will Receive as a Result of the Merger (page [    ·    ])

        If the merger is completed, each share of River Valley common stock that you own of record immediately before the effective time of the merger will be converted (pursuant to the terms of the merger and effective as of its effective time) into the right to receive 0.770 shares of German American common stock (and cash in lieu of any fractional share interests), plus a cash payment of $9.90 (subject to reduction to the extent that River Valley's consolidated common shareholders' equity is not at least equal to a certain level at the time of closing. See "THE MERGER AGREEMENT—Calculation of Possible Reduction in Cash Payment" on page [    ·    ]). Because the exchange ratio is fixed (except for customary anti-dilution adjustments), if you receive German American common stock as consideration for all or a portion of your shares of River Valley common stock, the implied value of the stock consideration that you will receive will depend on the market price of German American common stock when you receive your shares of German American common stock. The value of the stock consideration per share of River Valley common stock, based upon German American closing stock price on [    ·    ], 2015, the most recent practicable trading day before this proxy statement/prospectus was finalized, was $[    ·    ] per share.

Board of Directors of German American (and its Bank Subsidiary) Following Completion of the Merger (page [    ·    ])

        After completion of the merger, German American will appoint one (1) person who is currently a member of the River Valley board of directors (chosen by German American after consultation with River Valley) to the German American board of directors. As of the date of this proxy statement/prospectus, it has not yet been determined which River Valley director will be appointed to the German American board of directors. The board of directors of German American and of its banking subsidiary will otherwise be the same as the boards of directors of such companies immediately prior to the effective time of the merger. Information about the current German American directors and executive officers can be found in German American's Annual Report on Form 10-K for its year ended December 31, 2014, which is incorporated by reference into, and forms part of, this proxy statement/prospectus.

Anticipated Accounting Treatment (page [    ·    ])

        The merger will be accounted for under the acquisition method of accounting. Under the acquisition method, the purchase price will be allocated to identifiable assets and assumed liabilities based on their fair values. Any excess will be accounted for as goodwill. Intangible assets with definite lives will be amortized over their estimated useful lives. Goodwill and intangible assets determined to have indefinite lives will not be amortized, but will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that management of German American determines that the value of goodwill or intangible assets has become impaired, an impairment charge

will be recorded in the fiscal quarter in which such determination is made. Also, costs related to the merger will be expensed during the period in which they are incurred.

Recommendation of River Valley Board of Directors (page [    ·    ])

        The River Valley board of directors has approved and adopted the merger agreement and the proposed merger. The River Valley board believes that the merger agreement, including the merger and the other transactions contemplated by the merger agreement, is advisable and fair to, and in the best interests of, River Valley and its shareholders, and therefore unanimously recommends that River Valley shareholders vote "FOR" the: (1) approval of the proposal to adopt the merger agreement and the related plan of merger; (2) approval of the Articles Amendment; (3) approval of the merger-related compensation proposal (on an advisory basis); and (4) approval of the adjournment proposal. In reaching this decision, River Valley's board of directors considered many factors, which are described in the section captioned "THE MERGER—River Valley's Reasons for the Merger and Recommendation of the Board of Directors" beginning on page [    ·    ]. Because of the wide variety of factors considered, River Valley's board of directors did not believe it practicable, nor did it attempt, to quantify or otherwise assign relative weight to the specific factors it considered in reaching its decision.

Opinion of River Valley's Financial Advisor (page [    ·    ])

        In connection with the merger, River Valley's financial advisor, Keefe, Bruyette & Woods, Inc. ("KBW"), delivered a written opinion, dated October 26, 2015, to the River Valley board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by the holders of River Valley common stock in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex B to this proxy statement/prospectus. The opinion was for the information of, and was directed to, the River Valley board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of River Valley to engage in the merger or enter into the merger agreement or constitute a recommendation to the River Valley board in connection with the merger, and it does not constitute a recommendation to any holder of River Valley common stock or any shareholders of any other entity as to how to vote in connection with the merger or any other matter.

Regulatory Approvals (page [    ·    ])

        Under the terms of the merger agreement, the merger cannot be completed until German American and River Valley and their bank subsidiaries have received the necessary regulatory approvals for the merger of River Valley and German American and the merger of the bank subsidiaries. Filings have been made with all regulatory authorities that are believed by German American and River Valley to have authority to grant such approvals, and such filings are under consideration by such authorities but have not yet been approved as of the date of this proxy statement/prospectus.

Conditions to the Merger (page [    ·    ])

        The completion of the merger is subject to the fulfillment of a number of conditions, including:

•

approval of the merger agreement at the special meeting by the holders of at least a majority of River Valley's issued and outstanding shares, and approval of the Articles Amendment by the holder of more shares of River Valley common stock voting in favor of the Articles Amendment than voting against them;



•

approval of the transaction by the appropriate regulatory authorities; and

•

the representations and warranties made by the parties in the merger agreement must be true in all material respects as of the closing date of the merger, except for such changes as have not had, and cannot reasonably be expected to have, a "material adverse effect" as defined in the merger agreement.

Termination (page [    ·    ])

        The merger agreement may be terminated by mutual consent of German American and River Valley at any time prior to the filing of the articles of merger with the Indiana Secretary of State. Additionally, subject to conditions and circumstances described in the merger agreement, either German American or River Valley may terminate the merger agreement prior to the filing of the articles of merger if, among other things, any of the following occur:

•

the closing of the merger has not occurred by June 30, 2016;



•

River Valley's shareholders do not adopt the merger agreement and the Articles Amendment at the special meeting by the requisite vote;



•

there is a material breach by the other party of any representation or warranty contained in the merger agreement (other than those breaches that together with other breaches arising after the date of the merger agreement, do not have a "material adverse effect" on such other party as defined by the merger agreement, which breach cannot be cured, or has not been cured within 30 days after the giving of written notice to the other party of such breach);



•

there is a breach by the other party in any material respect of any of its covenants or agreements contained in the merger agreement, which breach cannot be cured, or has not been cured within 30 days after the giving of written notice to the other party of such breach; or



•

in the event of certain adverse regulatory determinations.

        In addition, German American may terminate the merger agreement in the event River Valley breaches its notice obligations related to an acquisition transaction, or does not terminate all discussions, negotiations and information exchanges related to such inquiry, proposal, indication of interest or offer related to an acquisition transaction within thirty (30) days after the first communication between River Valley or River Valley Financial and the third party and provide German American with written notice of such termination.

Termination Fee (page [    ·    ])

        If (i) River Valley breaches its notice obligations related to an acquisition transaction, or does not terminate all discussions, negotiations and information exchanges related to such inquiry, proposal, indication of interest or offer related to an acquisition transaction within thirty (30) days after the first communication between River Valley or River Valley Financial and the third party and provide German American with written notice of such termination or (ii) River Valley's board of directors should fail to include its recommendation to shareholders of River Valley that they vote in favor of the merger and the Articles Amendment at the special meeting or withdraw such recommendation following River Valley's receipt of a proposal from another party to engage in a business combination, and, in either case, the merger agreement is terminated as a result, then River Valley would owe German American a termination fee of $3,236,000.

Interests of Officers and Directors in the Merger That are Different From Yours (page [    ·    ])

        In considering the recommendation of the board of directors of River Valley to adopt the merger agreement, you should be aware that executive officers and directors of River Valley have (or had) employment and other compensation agreements or plans that give them (or gave them) interests in

connection with the merger that may be different from, or in addition to, their interests as River Valley shareholders. These current or former interests and agreements include:

•

the accelerated vesting of all outstanding unvested stock options held by River Valley directors and executive officers and the agreement by German American to pay cash in connection with the completion of the merger in cancellation of such options (whether or not now vested) to such directors and executive officers, in amounts designed to give those executives the benefit of the indicated value of the merger transaction (in excess of the applicable exercise price) without their having to pay cash to exercise their options. The aggregate of such cancellation payments to River Valley directors and executive officers will be approximately $382,408;



•

the accelerated vesting of restricted stock held by River Valley directors and executive officers and exchange of such stock for the merger consideration;



•

certain pre-existing employment agreements that provide for payments to certain executives upon a change in control of River Valley, subject to certain limitations. Under these agreements, three (3) of such executive officers (Messrs. Forrester, Brandon and Muessel) would be entitled to receive an aggregate of approximately $1,245,643;



•

the closing of the merger is conditioned upon German American entering into employment agreements with three current officers of River Valley (Messrs. Forrester, Brandon, and Muessel), which agreements will become effective upon the effective time of the merger. Under these employment agreements, Mr. Forrester will be paid an annual salary of $175,000, Mr. Brandon will be paid an annual salary of $125,000 and Mr. Muessel will be paid an annual salary of $100,000, and each is guaranteed to receive a higher amount in W-2 reportable compensation for the years specified in their respective employment agreements;



•

pursuant to the merger agreement, German American will assume the River Valley Financial Bank Salary Continuation Agreement with Mr. Forrester, as amended October 27, 2015. This agreement provides for the payment of certain retirement benefits to Mr. Forrester upon his termination of employment;



•

the fact that one person who is currently a member of the River Valley board of directors will be appointed to the German American board of directors and that all independent directors who are currently members of the River Valley Financial board of directors, other than the director appointed to German American's board, will be appointed to a newly-created Regional Advisory Board of German American and each of such persons will be entitled to receive compensation from German American for their services on these boards. As of the date of this proxy statement/prospectus, it has not yet been determined which River Valley director will be appointed to the German American board of directors;



•

rights of River Valley officers and directors to indemnification and directors' and officers' liability insurance; and



•

the termination of River Valley Financial Bank's Amended and Restated Director Deferred Compensation Master Agreement and payment of the present value of benefits payable under that Agreement to the directors and a former director participating therein. The aggregate payments to be made under that Agreement are estimated at $1,816,080, approximately $707,091 over the amount that would have been accrued at January 31, 2016, had there been no merger.

Certain Differences in Shareholder Rights (page [    ·    ])

        When the merger is completed, River Valley shareholders, whose rights are governed by Indiana law and River Valley's articles of incorporation and bylaws, will become German American shareholders and their rights will be governed by Indiana law, and by German American's articles of

incorporation and bylaws. Certain differences in the rights of River Valley shareholders in respect of their shares will result.

Dissenters' Rights (page [    ·    ])

        The shareholders of River Valley are not entitled to dissenters' rights under Indiana Code Section 23-1-44, as amended, because the shares of River Valley common stock are traded on the NASDAQ Capital Market.

Prohibition on River Valley's Solicitation of Other Offers and Having Discussions with Potential Acquirors (page [    ·    ])

        The merger agreement prohibits River Valley from soliciting offers from any other party that might also be interested in acquiring River Valley, and from discussing a potential proposal with (including providing information to) any interested third party that might (despite the lack of any solicitation by River Valley) reach out to it with regard to such an alternative proposal to the merger with German American, except to the extent such discussions may be required under fiduciary duties applicable to the River Valley directors under Indiana law.

Dividends and Distributions (page [    ·    ])

        Under the terms of the merger agreement, prior to the closing of the merger, River Valley is prohibited from declaring or paying any cash dividend or other distribution to River Valley shareholders, except River Valley's quarterly cash dividend in an amount not to exceed $0.23 per share; provided, however, River Valley and German American shall coordinate River Valley's dividend schedule for the quarter in which the merger closing occurs so that River Valley's shareholders do not receive dividends for shares of both German American common stock and River Valley common stock for the same calendar quarter.

Articles Amendment (page [    ·    ])

        The approval of the Articles Amendment is a condition to the closing of the transactions contemplated in the merger agreement. The proposed amendment to the Articles of Incorporation of River Valley deletes Article 11 of the Articles of Incorporation of River Valley in its entirety. Article 11 of the Articles of Incorporation of River Valley provides that no person shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of common stock of River Valley, and could create an impediment to the merger as it could be interpreted that German American is indirectly acquiring all of River Valley's shares of common stock in connection with the merger. See "PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION OF RIVER VALLEY."

Material U.S. Federal Income Tax Consequences of the Merger (page [    ·    ])

        German American and River Valley expect the merger to qualify as a "reorganization" (within the meaning of Section 368(a) of the Code) for U.S. federal income tax purposes. If the merger qualifies as a reorganization, then, in general, for U.S. federal income tax purposes, as a result of the merger:

•

River Valley shareholders will recognize gain (but not loss) in an amount not to exceed the cash received as part of the merger consideration and will recognize gain or loss with respect to any cash received in lieu of fractional shares of German American common stock; and

•

River Valley shareholders will not recognize gain (or loss) as a result of their receiving shares of German American common stock in the merger.

See "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES" on page [    ·    ] for a summary of the material U.S. federal income tax consequences of the merger to U.S. holders of River Valley common stock.

        Because individual circumstances may differ, each shareholder should, at their own expense, consult such shareholder's tax advisor regarding the applicability of the rules discussed in this proxy statement/prospectus to the shareholder and the particular tax effects to the shareholder of the merger and the holding or disposing of German American shares in light of such shareholder's particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the tax consequences of the transactions described in this proxy statement/prospectus relating to equity compensation and benefit plans.

Special Meeting

Date, Time and Place (page [    ·    ])

        The special meeting of River Valley shareholders is scheduled to be held at River Valley's principal office located at 430 Clifty Drive, Madison, Indiana 47250, at 11:00 a.m., local time, on January [    ·    ], 2016. At the River Valley special meeting, you will be asked:

        1.     to consider and vote upon a proposal to approve the merger agreement and related plan of merger and thereby approve the transactions contemplated by the merger agreement, including the merger of River Valley into German American;

        2.     to consider and vote upon a proposal to approve the Articles Amendment;

        3.     to vote on a proposal, on an advisory (non-binding) basis, of compensation that may become payable to certain executive officers of River Valley in connection with the merger;

        4.     to approve one or more adjournments of the special meeting (upon the motion of any shareholder of record entitled to vote thereon duly made and seconded) if necessary to permit further solicitation of proxies in favor of the merger agreement and the related plan of merger and the Articles Amendment; and

        5.     to vote upon such other business as may be properly presented at the special meeting and any adjournments or postponements of the special meeting.

Record Date (page [    ·    ])

        Only River Valley shareholders of record as of the close of business on December [    ·    ], 2015, are entitled to notice of, and to vote at, the River Valley special meeting and any adjournments or postponements of the River Valley special meeting. As of the close of business on the record date, there were [    ·    ] shares of River Valley outstanding and entitled to vote at the meeting, held by [    ·    ] holders of record.

Attending in Person (page [    ·    ])

        All River Valley shareholders of record as of the record date for the special meeting may attend the special meeting. WHETHER OR NOT YOU INTEND TO ATTEND THE SPECIAL MEETING, IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED. Accordingly, please sign, date, and return the enclosed proxy card, which will indicate your vote upon the matters to be considered. If you do attend the special meeting and desire to vote in person, you may do so by withdrawing your proxy at that time.

How to Vote (page [    ·    ])

        River Valley shareholders may vote their shares at the special meeting:

        In Person: by attending the special meeting and voting their shares in person; or

        By Mail: by completing the enclosed proxy card, signing and dating it and mailing it in the enclosed post-prepaid envelope.

        River Valley's board of directors is asking for your proxy. Giving the River Valley board of directors your proxy means you authorize it to vote your shares at the special meeting in the manner you direct. You may vote for or against the merger agreement proposal and the other proposals to be voted upon at the special meeting, abstain from voting or withhold your vote with respect to the proposals. All shares represented by a valid proxy received prior to the special meeting will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted "FOR" the adoption of the merger agreement (and related plan of merger) and the approval of the merger, "FOR" the approval of the Articles Amendment, "FOR" the merger-related compensation proposal, "FOR" the adjournment proposal, and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the special meeting.

        The form of proxy accompanying this proxy statement/prospectus confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters that may properly come before the special meeting. As of the date of this proxy statement/prospectus, the River Valley board of directors knows of no such amendment or variation or of any matters expected to come before the special meeting that are not referred to in the accompanying Notice of Special Meeting.

        Shareholders who hold their shares in "street name," meaning the name of a broker, bank or trust company, or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a proxy or voting instruction from the record holder to vote their shares at the special meeting.

Changing or Revoking a Proxy (page [    ·    ])

        Any proxy may be revoked by the person giving it at any time before it is voted. A proxy may be revoked by (i) filing with River Valley's Secretary, Lonnie D. Collins (430 Clifty Dr., Madison, Indiana 47250), a written notice of revocation bearing a date later than the date of such proxy, (ii) submitting a subsequent proxy relating to the same shares, or (iii) attending the special meeting and voting in person. Simply attending the special meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker, bank or trust company, or other nominee who is the record holder, you must follow the instruction of your broker, bank or trust company, or other nominee to revoke a previously given proxy.

Quorum (page [    ·    ])

        The presence, in person or by proxy, of shareholders holding at least a majority of the issued and outstanding shares of River Valley entitled to vote on the record date will constitute a quorum for the special meeting.

Required Votes (page [    ·    ])

        Holders of a majority of the issued and outstanding shares of River Valley (determined on the record of its shareholders as of December [    ·    ], 2015, the record date for the meeting) must vote in

favor of the proposal to approve the merger agreement. Approval of the Articles Amendment, the merger-related compensation proposal (on an advisory basis), and the adjournment proposal each requires the holders of more shares of River Valley common stock voting in favor of the proposal than voting against it.

        As of the record date, there were [    ·    ] shares of River Valley outstanding. Approval of the merger agreement (and related plan of merger) requires the affirmative vote of holders of at least [    ·    ] of these shares, representing a majority of the issued and outstanding shares of River Valley common stock as of the record date.

        As of the record date, the directors and executive officers of River Valley (and their affiliates), as a group, were entitled to vote (or to direct the vote, either solely or with others) of 310,612 shares of River Valley common stock, representing approximately 12.4% of the outstanding River Valley shares as of the record date. No approval of the merger or merger agreement by German American's shareholders is required.

Treatment and Effect of Abstentions and "Broker Non-Votes" (page [    ·    ])

        A "broker non-vote" occurs when a broker or its nominee that holds shares for a customer who is the beneficial owner of the shares does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. If you are a beneficial owner of shares of River Valley held by a broker or its nominee, you must instruct your nominee how to vote. Your nominee cannot vote your shares on your behalf without your instructions.

        "Broker non-votes" and the shares of River Valley as to which a shareholder abstains will be treated as being present at the special meeting for purposes of determining whether a quorum of shares is present at the special meeting. Because approval of the merger and the adoption of the merger agreement and plan of merger requires the affirmative vote of a majority of the shares of River Valley issued and outstanding as of the record date, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the adoption of the merger agreement and plan of merger and the approval of the merger. If you do not provide instructions to your broker on the proposal to approve the Articles Amendment, for the merger-related compensation proposal (on an advisory basis), or for the adjournment proposal, your shares will not be voted, and will not be counted for the approval of the Articles Amendment, the merger-related compensation proposal, or the adjournment proposal.

Voting Agreement (page [    ·    ])

        Each member of the board of directors of River Valley and certain executive officers as of October 26, 2015, the date the merger agreement was executed, entered into a voting agreement with German American to cause all River Valley common stock owned by each of them of record or beneficially on such date to be voted in favor of the merger agreement proposal. See "THE MERGER AGREEMENT—Voting Agreement" on page [    ·    ]. As of the record date, the members of the River Valley board of directors and their affiliates together with the other persons executing the Voting Agreement had power to vote, or caused to be voted, an aggregate of 291,117 shares of River Valley common stock outstanding, representing 11.6% of the outstanding shares on that date.

Cost of Solicitation of Proxies (page [    ·    ])

        The cost of soliciting proxies related to the special meeting will be borne by River Valley. River Valley has made arrangements with Laurel Hill Advisory Group, LLC to assist it in soliciting proxies and has agreed to pay Laurel Hill Advisory Group, LLC approximately $6,000 plus reasonable expenses for these services. River Valley also may use several of its regular employees, who will not be specially

compensated, to solicit proxies from River Valley shareholders, either personally or by telephone or electronic mail.

Risk Factors (page [    ·    ])

        In evaluating the merger, the merger agreement and the shares of German American to be received in connection with the merger, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled "RISK FACTORS."

Historical and Equivalent Per Share Stock Market Data

        Shares of German American are listed on NASDAQ's Global Select Market under the symbol "GABC." Shares of River Valley common stock are listed and traded on the NASDAQ Capital Market under the symbol "RIVR." The following table presents quotation information for German American common stock and for River Valley common stock on October 26, 2015, which is the last day on which German American shares traded preceding the public announcement of the proposed merger, and on [    ·    ], 2015, the most recent practicable date prior to the mailing of this proxy statement/prospectus.

        The market value of the aggregate consideration that River Valley shareholders will receive in the merger is approximately $86.6 million (or $34.46 per River Valley common share) based on 2,513,696 River Valley common shares outstanding and German American's closing stock price of $31.90 per share on October 26, 2015, the business day before the merger was publicly announced.

        The market value of the aggregate consideration that River Valley shareholders will receive in the merger is approximately $[    ·    ] million (or $[    ·    ] per River Valley common share) based on [    ·    ] River Valley common shares outstanding and German American's closing stock price of $[    ·    ] per share on [    ·    ], 2015, the last practicable trading day prior to the date of this proxy statement/prospectus.

        The following table shows the closing price per German American share and the equivalent market value of the merger consideration (German American shares plus cash) per River Valley share, giving effect to the merger on October 26, 2015, which is the last day on which German American shares traded preceding the public announcement of the proposed merger, and on [    ·    ], 2015, the most recent practicable date prior to the mailing of this proxy statement/prospectus.

        Also set forth below for the closing price of German American common stock on October 26, 2015, and on [    ·    ], 2015, is the equivalent pro forma price of River Valley common stock, which we determined by (a) multiplying the price of German American shares as of the indicated date by the exchange ratio (0.770) and (b) adding to that result the $9.90 cash amount (assuming no reduction in accordance with the merger agreement) that is payable by German American in connection with the merger agreement proposal as merger consideration.

        We suggest you obtain a current market quotation for German American common stock. We expect that the market price of German American common stock will fluctuate between the date of this document and the date on which the merger is completed and thereafter. Because the Exchange Ratio is fixed (except for customary anti-dilution adjustments) and the market price of German American common stock is subject to fluctuation, the value of the shares of German American common stock that River Valley shareholders will receive in the merger may increase or decrease prior to and after the merger.

Comparative Per Share Data

        The following table shows historical information about German American's and River Valley's earnings per share, dividends per share and book value per share, and similar information reflecting the merger, which we refer to as "pro forma" information. In presenting the comparative pro forma information, we have assumed that the two companies had been combined throughout the periods shown in the table. The pro forma information reflects the "acquisition" method of accounting. The financial information presented under "Pro Forma" was compiled assuming 1,935,545 shares of German American common shares are issued to River Valley shareholders which assumes 2,513,696 shares of River Valley common stock are outstanding at the time of closing (the number outstanding on October 26, 2015).

        German American and River Valley present this information to reflect the value of shares of German American common stock that River Valley shareholders will receive in the merger for each share of River Valley common stock exchanged.

        We expect that we will incur reorganization and restructuring expenses as a result of combining our two companies. We also anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses (as compared to the sum of expenses from each company while operating separately) and the opportunity to earn more revenue. The pro forma information, while helpful in illustrating the financial characteristics of the combined company, does not take into account these expected expenses or these anticipated financial benefits, and does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the merged company would have been had our companies been merged during the periods presented.

        The information in the following table is based on historical financial information of River Valley and German American. The information with respect to German American and River Valley is included in or derived from their respective annual and quarterly reports previously filed with the SEC. Certain historical financial information of German American has been incorporated into this document by reference. See "WHERE YOU CAN FIND MORE INFORMATION" on page [    ·    ] for a description of documents that we incorporate by reference into this document and how to obtain copies of them. The historical financial information of River Valley is included in this document beginning on page F-1.

GERMAN AMERICAN AND RIVER VALLEY
HISTORICAL AND UNAUDITED PRO FORMA PER SHARE AND CAPITAL RATIO DATA

GERMAN AMERICAN
FIVE YEAR SUMMARY OF SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following tables set forth certain summary historical consolidated financial data for German American. The balance sheet and income statement data as of and for the five (5) years in the period ended December 31, 2014 are taken from German American's audited consolidated financial statements. German American's balance sheet data and income statement data as of and for the nine (9) months ended September 30, 2015 and 2014 are taken from its unaudited consolidated financial statements. Results for the nine (9) months ended September 30, 2015 do not necessarily indicate results expected or anticipated for the entire year. Ratios for the nine (9) months ended September 30, 2015 and 2014 are annualized.

        This selected financial data is only a summary and you should read it in conjunction with German American's consolidated financial statements and related notes incorporated into this document by reference. See "WHERE YOU CAN FIND MORE INFORMATION" on page [    ·    ] for a description of documents that we incorporate by reference into this document and how to obtain copies of such documents.

German American
Five Year Summary of Selected Historical Consolidated Financial Data
(Dollars in Thousands, Except Per Share Amounts)

RIVER VALLEY
FIVE YEAR SUMMARY OF SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following tables set forth selected consolidated financial data for River Valley at and for each of the years in the five-year period ended December 31, 2014, and at and for the nine-month periods ended September 30, 2015 and 2014.

        The selected statement of income data for the years ended December 31, 2014 and 2013, and the selected statement of financial condition data as of December 31, 2014 and 2013, have been derived from River Valley's audited financial statements included in this proxy statement/prospectus. The selected statement of income data for the years ended December 31, 2012, 2011 and 2010 and the selected statement of financial condition data as of December 31, 2012, 2011 and 2010, have been derived from River Valley's audited financial statements that are not included in this proxy statement/prospectus.

        Portions of the selected financial data as of and for the nine months ended September 30, 2015 and 2014 have been derived from River Valley's unaudited interim financial statements included in this proxy statement/prospectus. River Valley's management believes that these financial statements reflect all necessary adjustments (consisting only of normal recurring adjustments) for a fair presentation of the data for those periods. Historical results are not necessarily indicative of future results, and the results for the nine months ended September 30, 2015 are not necessarily indicative of River Valley's expected results for the full year ending December 31, 2015, or any other period. Ratios for the nine months ended September 30, 2015 and 2014 are annualized, unless otherwise noted.

River Valley
Five Year Summary of Selected Historical Consolidated Financial Data
(Dollars in Thousands, Except Per Share Amounts)

GERMAN AMERICAN
SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

        The following table sets forth selected unaudited pro forma combined financial information for German American and River Valley reflecting the merger. The income statement information presented gives effect to the merger as if it occurred on the first day of each period presented. The balance sheet information presented gives effect to the merger as if it occurred on September 30, 2015. The pro forma information reflects the "acquisition" method of accounting, with River Valley's assets and liabilities recorded at their estimated fair values as of September 30, 2015, based on available information and upon assumptions that German American management believes are reasonable in order to reflect, on a pro forma basis, the impact of the transaction on the historical financial statements. The selected unaudited pro forma combined financial data has been derived from and should be read in conjunction with the unaudited pro forma combined condensed financial information, including the notes thereto, which is included on page [    ·    ] of this proxy statement/prospectus under "UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA."

        The selected pro forma financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had such companies actually been combined at the beginning of the periods presented. The actual fair value adjustments to the assets and the liabilities of River Valley will be made on the basis of appraisals and evaluations that will be made as of the date the merger is completed. Thus, the actual fair value adjustments may differ significantly from those reflected in the pro forma combined financial statements. We expect that we will incur reorganization and restructuring expenses as a result of combining our companies. We also anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses (as compared to the sum of expenses from each company while operating separately) and the opportunity to earn more revenue. The pro forma information does not take into account these expected expenses or anticipated financial benefits, and does not attempt to predict or suggest future results. Further, as explained in more detail in the notes accompanying the more detailed unaudited pro forma condensed combined financial information included under "UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA" beginning on page [    ·    ], the pro forma allocation of purchase price reflected in the selected unaudited pro forma combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. Additionally, the adjustments made in the unaudited pro forma combined financial information, which are described in those notes, are preliminary and may be revised.

German American
Selected Unaudited Pro Forma Financial Data
(Dollars in Thousands, Except Per Share Amounts)