EX-99.2 6 tm2419070d2_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

1 Merger with July 29, 2024 Together THE STRENGTH OF

THE STRENGTH OF Together Cautionary Note Regarding Forward Looking Statements 2 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Sec tion 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 s imi lar expressions. These forward - looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed merger (the “Merger”) between German American and Heartland, inc lud ing 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 reg ard ing 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 qual ity 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 diffe r materially from those set forth in forward - looking statements, including, among other things: • the risk that the businesses of German American and Heartland will not be integrated successfully or such integration may be m ore 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 fr a me; • 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 or the approval of Heartland’s or German American’s shareholders, and th e 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; • the ability of German American to complete integration and attract new customers; • possible changes in economic and business conditions; • the impacts of epidemics, pandemics or other infectious disease outbreaks; • the existence or exacerbation of general geopolitical instability and uncertainty; • possible changes in monetary and fiscal policies, and laws and regulations; • 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 compan i es 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 busines s ; and • other risks and factors identified in German American’s cautionary language included under the headings “Forward - Looking State ments and Associated Risk” and “Risk Factors” in German American’s Annual Report on Form 10 - K for the year ended December 31, 2023, and other documents subsequently filed by German American with the U.S. Securities an d Exchange Commission. Neither German American nor Heartland undertake any obligation to update any forward - looking statement, whether written or oral, relatin g to the matters discussed in this presentation. In addition, German American’s and Heartland’s past results of operations do not necessarily indicate either of their anticipated future results, whether th e M erger is effectuated or not.

THE STRENGTH OF Together Additional Information and Where to Find It 3 The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy any securities o r a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed merger will be submitted to both the German American and Heartland shareholders for their consideration. In connection with the proposed merger, German American will file a Registrat ion Statement on Form S - 4 with the U.S. Securities and Exchange Commission (“SEC”) that will include a joint proxy statement for German American and Heartland and a prospectus for German American and other relevant doc ume nts concerning the proposed merger. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES A VAI LABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT IN FORMATION. You will be able to obtain a copy of the joint proxy statement/prospectus once filed, as well as other filings containing information about German American, without c har ge, at the SEC’s website (http://www.sec.gov) or by accessing German American’s website (http://www.germanamerican.com) under the tab “Investor Relations” and then under the heading “Financial Information”. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a reques t t o Bradley C. Arnett, Investor Relations, German American Bancorp, Inc., 711 Main Street, Box 810, Jasper, Indiana 47546, telephone 812 - 482 - 1314 or to Jennifer Eckert, Investor Relations, Heartland BancCorp , 430 North Hamilton Road, Whitehall, Ohio 43213, telephone 614 - 337 - 4600. German American and Heartland and certain of their directors and executive officers may be deemed to be participants in the s oli citation of proxies from the shareholders of German American and Heartland in connection with the proposed merger. Information about the directors and executive officers of German American is set forth in the proxy st atement for German American’s 2024 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 21, 2024, which information has been updated by German American from time to time in subsequent fili ngs with the SEC. Information about the directors and executive officers of Heartland will be set forth in the joint proxy statement/prospectus relating to the proposed merger. Additional information about the intere sts of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger when it becomes availabl e. Free copies of this document may be obtained as described above . Pro Forma and Projected Financial Information. This presentation contains certain pro forma and projected financial information, including projected pro forma information, whi ch reflects German American’s current expectations and assumptions. This pro forma information is for illustrative purposes only and should not be relied on as ne ces sarily being indicative of future results. The assumptions and estimates underlying the pro forma information are inherently uncertain and are subject to a wide variety of significant business, economic and competitiv e r isks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, including those in the “Forward - Looking Statements” disclaimer. Accordingly, there ca n be no assurance that the prospective results are indicative of future performance of the combined company after the proposed acquisition or that actual results will not differ materially from those presented in the pr o forma information.

THE STRENGTH OF Together Review of Our Recent Strategic Transactions Strategically Compelling and Financially Attractive 4 German American Insurance (GAI) Asset Sale Merger With Securities Portfolio Repositioning Combined Pro Forma Impact x M onetized at attractive pricing in an all cash deal for $40M (~4x revenue) on June 1, 2024 x C aptured significant value for long - term investment in insurance business x Subsequently sold $375M in AFS securities, resulting in an after - tax loss of ~$27M recognized in Q2 x Expected reinvestment beginning in Q3 with yields approximately 2.0% higher 1 2 3 4 x Enhances scale and diversifies footprint into two of the most attractive markets in the Midwest x Drives growth, profitability and improved capital generation ~26% ~21% ~12% Combined ’25E EPS Accretion ’25E ROATCE Pro Forma CET1 at Merger Closing Standalone Impact +6% TBVPS Accretion $27M After - Tax Net Gain Standalone Impact +7% ’25E EPS Accretion +12 bps NIM Impact Standalone Impact + 20 % ’25E EPS Accretion ~3 Yrs / 14% TBVPS Earnback / Dilution ~1.40% ’25E ROAA

THE STRENGTH OF Together Heartland Merger Highlights Unlocking Opportunity in Midwest Growth Markets x Enhances scale (over $8B in combined assets) and d iversifies footprint into two of the most attractive growth markets in the Midwest x GABC’s deposit strength and combined scale will accelerate future growth x Market position supports core strategy to outperform & “out - local” the competition x Opportunity to build on GABC’s wealth management expertise in affluent markets x Drives growth, improved profitability and capital generation x Significant alignment of cultures, credit and operating philosophies x Retention of Heartland brand under a co - branding initiative and agreements in place with key market talent x GABC is an experienced acquirer with a proven integration track record 5 x ~20 % accretive to 2025 consensus GAAP EPS, with fully phased cost saves 1 x TBV earnback of ~3 years with dilution of ~14% at closing, inclusive of all one - time charges and interest rate marks 2 x Strong pro forma capital at closing, with CET1 of ~12% , well positioned for continued organic growth and/or future acquisition opportunities Source : S&P Capital IQ Pro and Company documents. Financial data as of 6/30/24. 1 Pro forma impact is presented for illustrative purposes only and is subject to change based on final purchase accounting entries. E PS accretion illustrated assuming fully phased cost savings and excluding any restructuring charges or provision expense related to the CECL “double count”. Accretion is on a standalone basis and does not consider the se curities portfolio repositioning. 2 Inclusive of all purchase accounting adjustments, the CECL “double count” and restructuring charges. The tangible book value (“ TBV”) earnback is calculated using the crossover method . Presented on a standalone basis excluding the GAI gain recorded in Q2. Strategicall y Compelling Financially Attractive (standalone transaction) Low Integration Risk IN OH KY Grand Rapids, MI GABC (74) HLAN (20) Columbus Cincinnati (Full Service)

THE STRENGTH OF Together C&I 10% CRE - OO 15% Non - OO CRE 22% 1 - 4 Fam. 34% Multi. 5% CLD 7% Consumer 1% Other 6% Heartland BancCorp (OTCQX:HLAN) A High Performing Ohio Banking Franchise Key Franchise & Financial Highlights Loan & Deposit Composition 1 $1.6B $ 1.6B Source: S&P Capital IQ Pro and Company documents. Data as of, or for the quarter ended 6/30/24. 1 Bank - level loan and deposit composition as of 6/30/24. 2 Deposit market share data as of 6/30/23 and is pro forma for pending or recently completed acquisitions . 6 Columbus Cincinnati Market Share in Columbus, OH 2 Rank Institution Assets ($B) Number of Branches Deposits in Market ($B) Market Share (%) 1 Huntington Bancshares Incorporated $193.5 63 $41.6 40.0% 2 JPMorgan Chase & Co. $4,143.0 61 $25.3 24.3% 3 The PNC Financial Services Group, Inc. $556.5 42 $7.4 7.2% 4 Fifth Third Bancorp $214.5 43 $6.9 6.7% 5 Bank of America Corporation $3,258.0 17 $5.1 4.9% 6 Park National Corporation $9.9 20 $2.9 2.8% 7 U.S. Bancorp $680.1 32 $2.1 2.0% 8 KeyCorp $187.5 22 $1.6 1.5% 9 Heartland BancCorp $1.9 19 $1.4 1.4% Total for Institutions in Market 489 $104.0 Noninterest - Bearing 25% Interest - Bearing 41% Retail Time 29% Jumbo Time 5% Overview Chairman, President & CEO G. Scott McComb Headquarters Whitehall, OH Ticker HLAN Profitability Q2 '24 Return on Average Assets 1.08% Net Interest Margin 3.31% Efficiency Ratio 65% Nonint. Inc. / Revenue 18% Balance Sheet, Capital & Asset Quality Q2 '24 Assets ($M) $1,920 Gross Loans HFI ($M) $1,549 Deposits ($M) $1,645 Loans / Deposits 94% CET1 Ratio 11.1% ACL / Loans 1.15% NPAs / Assets 0.11% HLAN (20) (Full Service) 2.61% Q2 Cost of Total Deposits 6.10% Q2 Loan Yield 25% NIB Deposits

THE STRENGTH OF Together • Agreements in place for retention of key HLAN talent • Two (2) holding company and bank boards of director seats upon closing – G. Scott McComb, HLAN Chairman, President & CEO, will stay with the pro forma company as a board member – Ronnie Stokes, current HLAN director, is also expected to join as a board member • 100% Stock • 3.900 shares of German American common stock to be issued for each share of Heartland common stock • $155.37 per share based on German American 10 - day VWAP of $39.84 as of 7/26/24 • Aggregate transaction value of $330.2 million 1 • Expected closing in Q1 2025 • Subject to GABC and HLAN shareholder approvals and customary regulatory approvals Consideration 7 Multiples Management and Board of Directors Timing and A pprovals • Approximately 79% GABC / 21% HLAN • Price / 6/30/24 TBV: 202% / Pay - to - trade: 86% 2 • Price / 2025E EPS: 16.1x • Price / 2025E EPS + Fully Phased Cost Savings: 10.0x K ey Merger Terms Ownership • Expected to initially maintain Heartland brand name under a co - branding initiative, but merged into a single charter Branding 1 Includes approximately 51,821 HLAN shares held in HLAN’s 401(k) Plan and 233,488 HLAN stock options with a weighted average e xe rcise price of $82.92 to be cashed out at closing. 2 Pay - to - trade defined as the transaction TBV multiple divided by GABC’s standalone TBV multiple.

THE STRENGTH OF Together Key Merger Model Assumptions Earnings Projections based on Wall Street consensus net income estimates Cost Savings/ Synergies Cost saves equal to 30% of HLAN’s noninterest expense ( 75% phased in 2025; 100% in years thereafter) Revenue synergies identified but not modeled Merger Costs One - time pre - tax merger expenses of $19.5 million , f ully - realized in pro forma tangible book value estimate at closing Credit Total gross credit mark of $28.7 million pre - tax, or ~1.85% of Heartland’s loans HFI • $14.9 million (52%) allocated to purchase credit deteriorated (PCD) loans, recorded into ACL • $13.8 million (48%) allocated to non - PCD loans, recorded as a net of loan discount (accreted to earnings straight - line over 5 years) • Non - PCD CECL reserve of $13.8 million established Day 2 via provision expense (CECL “double - count”) Other Fair Value $73.0 million pre - tax loan write - down , accreted over 5 years using straight - line methodology $22.1 million pre - tax securities portfolio AOCI , accreted over 6 years using straight - line methodology $1.9 million pre - tax time deposit write - down , amortized over 1 year using straight - line methodology Intangibles Core deposit intangible of 3.50% of non - time deposits, amortized sum - of - years digits over 10 years Other Expected closing in Q1 2025. Modeled as if 12/31/24 closing 8

THE STRENGTH OF Together 9 Model Approach TBVPS Impact Closing Capital Position TBV Crossover Earnback 2 Merger with Heartland Only 14.5% Dilutive to TBVPS at Closing After GAI sale and securities repositioning Merger impact modeled as last transaction completed, with relative impact compared to TBV after the GAI gain and EPS after securities repositioning Extends by 2 quarters vs. standalone 12.1% CET1 / 14.4% TRBC Ratio 14.1% Dilutive to TBVPS at Closing Excludes gain from GAI sale and securities repositioning ~3 Years 12.1% CET1 / 14.3% TRBC Ratio 1 Pro forma impact is presented for illustrative purposes only and is subject to change based on final purchase accounting entr ies . Includes fully phased cost savings and excludes any restructuring charges or provision expense related to the CECL “double count”. 2 Inclusive of all purchase accounting adjustments , the CECL “double count” and assuming realization of all merger/restructuring costs at closing. Merger Impact AFTER GAI Sale & Securities Repositioning EPS Impact 1 ~ 18% Accretive to 2025E EPS On top of 7% securities repositioning accretion ~20% Accretive to 2025E EPS Attractive Pro Forma Financial Impact Combination of Securities Repositioning and Merger Drives ~26% ‘25E EPS Accretion

THE STRENGTH OF Together 21% 14% 5% PF GABC 1.4% 1.4% 1.2% 0.5% PF GABC Combined Transactions Drive Peer Leading Returns Source: S&P Capital IQ Pro and FactSet. 1 Peers defined as major exchange traded banks headquarted in the Midwest with $4B - $10B in total assets. 2 Includes sale of GAI and securities portfolio repositioning. Assumes fully phased cost savings and excludes any restructuring c harges or provision expense related to the CECL “double count”. 10 2025E ROAA Pro Forma Financial Impact vs Midwest Banks $4B - $10B in Assets 1 2025E ROATCE Pro Forma Pro Forma 2 2 Median: 1.1% Median: 12% Standalone Standalone

THE STRENGTH OF Together Appendix 11

THE STRENGTH OF Together Demographically Accretive with Entry Into Attractive Columbus Market Source: S&P Capital IQ Pro, The Columbus Region, Census.gov, Bureau of Economic Analysis and Intel. 1 GABC data weighted by MSA deposits + Counties not in any MSA as compiled by S&P Capital IQ Pro. Midwest data weighted by MSA population per S&P Capital IQ Pro . Columbus is Home to… x C orporate headquarters of 16 Fortune 1000 companies x The Ohio State University x A young (median age 33) and highly educated population 12 Indicates headquartered in Columbus Intel Investment in Columbus: x Largest private sector investment in Ohio history – $28B investment in two state of the art chip factories in Columbus projected to create 3,000 jobs Notable Employers in Columbus Market ’24 – ’29E Projected Population Growth 1 ’24 - ’29E Projected Median HHI Growth 1 ’29E Projected Median HHI 1 3.5% 2.0% 1.7% 1.3% Columbus OH Cincinnati OH GABC Midwest Columbus (2.2M Pop.) & Cincinnati (2.3M Pop.) vs GABC & The Midwest 9.3% 8.4% 9.5% 8.7% Columbus OH Cincinnati OH GABC Midwest $85K $83K $74K $80K Columbus OH Cincinnati OH GABC Midwest

THE STRENGTH OF Together Pro Forma Bank - Level Deposit Composition Noninterest - Bearing 27% Interest - Bearing 57% Retail Time 11% Jumbo Time 5% $5.4B $1.6B Noninterest - Bearing 27% Interest - Bearing 53% Retail Time 15% Jumbo Time 5% $7.0B Q2 '24 Cost of Total Deposits: 1.76% Q2 '24 Cost of Total Deposits : 2.61% Q2 '24 Cost of Total Deposits : 1.95% Source: S&P Capital IQ Pro. Financial data as of 6/30/24. Pro forma excludes any purchase accounting adjustments. Note: Retail time deposits include certificates of deposit with balances of $250K or less; Jumbo include balances greater tha n $ 250K. 13 (Pro Forma) Noninterest - Bearing 25% Interest - Bearing 41% Retail Time 29% Jumbo Time 5%

THE STRENGTH OF Together C&I 12% CRE - OO 14% Non - OO CRE 20% 1 - 4 Fam. 27% Multi. 7% CLD 8% Consumer 1% Other 11% C&I 10% CRE - OO 15% Non - OO CRE 22% 1 - 4 Fam. 34% Multi. 5% CLD 7% Consumer 1% Other 6% C&I 13% CRE - OO 13% Non - OO CRE 19% 1 - 4 Fam. 24% Multi. 8% CLD 9% Consumer 1% Other 13% P ro Forma Bank - Level Loan Composition (Pro Forma) $4.1B $1.6B $5.7B Q2 '24 Yield on Loans: 5.89% Q2 '24 Yield on Loans : 6.10% Q2 '24 Yield on Loans : 5.95% Source: S&P Capital IQ Pro. Financial data as of 6/30/24. Pro forma excludes any purchase accounting adjustments. Loans / Deposits: 76% Loans / Deposits: 94% Loans / Deposits: 80% 14 CRE / RBC (Bank - Level): 200% CRE / RBC (Bank - Level): 256% CRE / RBC (Bank - Level): 212%

THE STRENGTH OF Together 15 Comprehensive Diligence and Loan Review Process Diligence Overview x Completed a coordinated, multi - month comprehensive due diligence review leveraging GABC’s historical M&A experience x In - person and virtual meetings conducted between both companies across all diligence focus areas x GABC management has a track record of successful integration and realization of cost savings Credit Review x Cross - section analysis of the loan portfolio’s performance, review of loan terms and structure, and borrower’s continued ability to service their debt x Additional focus on underwriting standards and credit culture Scope of diligence review on Heartland’s portfolio included: 87% of outstanding commercial loan balances 93% of NOO CRE portfolio 100% of watch & criticized loans 53% of mortgage / consumer loans 74% of total loan portfolio

THE STRENGTH OF Together $82 $5 $20 $13 $12 $5 $77 $122 GABC Consensus (inc. GAI Sale) Securities Repositioning GABC Adjusted for Securities Repositioning HLAN Consensus Fair Value Mark Accretion Fully Phased Cost Savings Other Pro Forma Earnings Run Rate Net Income Reconciliation: Meaningful EPS Accretion and Enhanced Returns 16 Bridge to 2025E Pro Forma Fully Phased Earnings ($MM) A B C Overview of Earnings Adjustments ▪ Other Merger Impacts ‒ Amortization of CDI ‒ Elimination of existing HLAN intangibles ‒ Accretion of non - PCD credit mark ‘double - count’ ‒ Cost of transaction financing of 5.50% ▪ Cost Savings ‒ 30 % of HLAN’s 2025E expense base (fully phased) ‒ Expense synergies driven by reduction in duplicative vendor and support staffing functions ▪ GABC Securities Portfolio Repositioning ‒ Assumes $ 375 M of GABC securities are sold and reinvested at a 2.00% pre - tax spread to current portfolio yields A C D $2.58 ~26% Accretion from Combined Transactions EPS ROATCE $3.26 ~14% ~675bps improvement ~21% D ▪ Reset Earnings / Fair Value Marks ‒ Represents durable earnings ‒ Fair value mark resets balance sheet to current rates ‒ Includes net accretion of loans, AOCI and time deposits B Source: S&P Capital IQ Pro & FactSet. Market data as of 7/26/24 . All impacts are shown on an after - tax basis. Pro forma impact is presented for illustrative purposes only and is subject to change based on final purchase accounting entries. Includes fully phased cost savings and excludes any restructuring charges or provision expense related to the CECL “double count ”. ~7% Accretion ~18% Accretion

THE STRENGTH OF Together Tangible Book Value Dilution Reconciliation 17 Goodwill & Other Intangible Asset Recognition $ millions Aggregate merger consideration 330 Standalone HLAN tangible book value at close 161 (-) Net Impact of fair value adjustments (62) Adjusted tangible book value at closing $99 Excess over adjusted tangible book value $231 (-) Core deposit intangible created (38) (+) DTL on CDI 8 Goodwill Created $201 Goodwill & Intangibles Created $239 Ex. Loan Interest Rate Mark: (5.8%) Note: Pro forma metrics projected to closing based on financial data as of June 30, 2024; Market data as of 7/26/24. 1 T angible book value per share is defined as total shareholders ' equity less goodwill and other intangible assets divided by end of period shares outstanding. 2 Assumes $375M of GABC securities are sold and reinvested at a 2.00% pre - tax spread to current portfolio yields . 3 Based on assumptions as of announcement date; Subject to change at transaction closing . Basic Shares Tangible Book Value Per Share Impact $ millions (millions) $ Per Share GABC tangible book value per share as of 6/30/24 504 30 $16.97 (+) two quarters of consensus earnings prior to close 38 (+) two quarters of incremental earnings from securities repositioning 3 (-) two quarters of consensus dividends prior to close (16) (+) amortization of existing intangibles 1 GABC standalone tangible book value per share at close $529 30 $17.84 Pro Forma Merger Adjustments (+) Stock issued to common 305 8 (-) Goodwill & intangibles created (239) (-) After-tax restructuring expenses (15) (-) Day 2 CECL non-PCD reserve (11) GABC pro forma tangible book value per share at close $569 37 $15.25 ($) dilution to GABC ($2.59) (%) dilution to GABC (14.5%) 3 2 1