0000767405 false 0000767405 2023-04-19 2023-04-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 20, 2023 (April 19, 2023)

SB FINANCIAL GROUP, INC

(Exact name of registrant as specified in its charter)

Ohio |  | 0-13507 |  | 34-1395608
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

401 Clinton Street, Defiance, OH |  | 43512
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code (419) 783-8950

| Not Applicable |
| (Former name or former address, if changed since last report.) |

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)

☐ | Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))

☐ | Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading symbol(s) |  | Name of each exchange on which registered
Common Shares, No Par Value 6,942,634 Outstanding at April 20, 2023 |  | SBFG |  | The NASDAQ Stock Market, LLC (NASDAQ Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

The management of SB Financial Group, Inc. (the “Company”) will make a presentation at the Company’s Annual Meeting of Shareholders on April 19, 2023. The slides that will accompany the presentation are furnished in this Current Report on Form 8-K, pursuant to this Item 7.01, as Exhibit 99.1, and are incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

| (a) | Not Applicable

| (b) | Not Applicable

| (c) | Not Applicable

| (d) | Exhibits

Exhibit No. |  | Description
99.1 |  | Slide presentation for the Annual Meeting of Shareholders of SB Financial Group, Inc. on April 19, 2023 (furnished pursuant to Item 7.01 hereof)

-1-

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.

| SB FINANCIAL GROUP, INC.
Dated: April 20, 2023 | By: | /s/ Anthony V. Cosentino
|  | Anthony V. Cosentino
|  | Executive Vice President and Chief Financial Officer

-2-

INDEX TO EXHIBITS

Current Report on Form 8-K

Dated April 20, 2023

SB Financial Group, Inc.

Exhibit No. |  | Description
99.1 |  | Slide presentation for the Annual Meeting of Shareholders of SB Financial Group, Inc. on April 19, 2023 (furnished pursuant to Item 7.01 hereof)

-3-