What changed in this filing

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Item 9A. Controls and Procedures

2022-03-07 compared with 2021-03-08 · 136 added, 237 removed, 73 unchanged (84% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

With the participation of the Chief Executive

Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of the Company, the

Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined

in Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal year covered by this Annual Report on Form 10-K.

that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that:

● Information required to be disclosed by

the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would

be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial

officer, as appropriate to allow timely decisions regarding required disclosure;

● Information required to be disclosed by

the Company in the Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would

be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms;

● The Company’s disclosure controls

and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K.

Management’s Report on Internal

Control Over Financial Reporting

The Management of the Company is responsible

for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act.

The Company’s internal control over financial reporting is designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in conformity

generally accepted accounting principles.

The Company’s internal control over financial reporting includes those

policies and procedures that:

● Pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its

consolidated subsidiaries;

● Provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in conformity with U.S.

With the participation of the Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal year covered by this Annual Report on Form 10-K.

Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that:

Information required to be disclosed by the Company in this Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure;

Information required to be disclosed by the Company in the Annual Report on Form 10-K and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms;

The Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as

defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The Company’s internal control over financial reporting is

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in conformity with U.S.

generally accepted accounting principles.

and that receipts and expenditures of the Company and its consolidated subsidiaries are being made only in accordance with authorizations

of management and directors of the Company;

● Provide reasonable assurance regarding

prevention of timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its consolidated

subsidiaries that could have a material effect on the financial statements.

With the supervision and participation

of our Chief Executive Officer and our Chief Financial Officer, management assessed the effectiveness of the Company’s internal

controls over financial reporting as of December, 31, 2020, based on the criteria established in Internal Control –

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment and

those criteria, management concluded that, as of December 31, 2020, the Company’s internal control over financial reporting

is effective.

This Annual Report includes an attestation

report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Changes in Internal Controls Over Financial

There were no changes in the Company’s

internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Company’s

fiscal quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, the Company’s

internal control over financial reporting.

The Company’s internal

control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its consolidated subsidiaries;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S.

generally accepted accounting principles, and that receipts and expenditures of the Company and its consolidated subsidiaries are being made only in accordance with authorizations of management and directors of the Company;

Provide reasonable assurance regarding prevention of timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its consolidated subsidiaries that could have a material effect on the financial statements.

the supervision and participation of our Chief Executive Officer and our Chief Financial Officer, management assessed the

effectiveness of the Company’s internal controls over financial reporting as of December, 31, 2021, based on the criteria

established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission.

Based on our assessment and those criteria, management concluded that, as of December 31, 2021, the

Company’s internal control over financial reporting is effective.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Company’s fiscal quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information .

Not Applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

Not Applicable.

Directors, Executive Officers and Corporate Governance .

Directors and Executive Officers

The information required by Item 401 of

SEC Regulation S-K concerning the directors of the Company and the nominees for election as directors of the Company at the Annual

Meeting of Shareholders to be held on April 21, 2021 (the “2021 Annual Meeting”), is incorporated herein by reference

from the disclosure included in the Company’s definitive Proxy Statement relating to the 2021 Annual Meeting (the “2021

Proxy Statement”), under the caption “PROPOSAL NO.

ELECTION OF DIRECTORS”.

The information concerning

the executive officers of the Company required by Item 401 of SEC Regulation S-K is set forth in the portion of Part I of this

Annual Report on Form 10-K entitled “Supplemental Item:

Information about our Executive Officers.”

Compliance with Section 16(a) of the

The information required by Item 405 of

SEC Regulation S-K is incorporated herein by reference from the disclosure included in the Company’s 2020 Proxy Statement

under the caption “DELINQUENT SECTION 16(a) REPORTS.”

Committee Charters and Code of Conduct

The Company’s Board of Directors

has adopted charters for each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee.

of these charters are available on the Company’s Internet website at www.YourSBFinancial.com by first clicking “Corporate

Governance”

and then “Supplementary Info”.

The Company has adopted a Code of Conduct and Ethics that applies

to the Company’s directors, officers and employees.

A copy of the Code of Conduct and Ethics is available on the Company’s

Internet website at www.YourSBFinancial.com under the “Corporate Governance”

Interested persons may also obtain

copies of the Code of Conduct and Ethics, the Audit Committee charter, the Compensation Committee charter and the Governance and

Nominating Committee charter, without charge, by writing to SB Financial Group, Inc., Attn:

Diller, 401 Clinton Street,

Defiance, OH 43512.

The information required by Item 401 of SEC Regulation S-K concerning the directors of the Company and the nominees for election as directors of the Company at the Annual Meeting of Shareholders to be held on April 20, 2022 (the “2022 Annual Meeting”), is incorporated herein by reference from the disclosure included in the Company’s definitive Proxy Statement relating to the 2022 Annual Meeting (the “2022 Proxy Statement”), under the caption “PROPOSAL NO.

1 – ELECTION OF DIRECTORS”.

The information concerning the executive officers of the Company required by Item 401 of SEC Regulation S-K is set forth in the portion of Part I of this Annual Report on Form 10-K entitled “Supplemental Item:

Information about our Executive Officers.”

Compliance with Section 16(a) of the Exchange Act

The information required by Item 405 of SEC Regulation S-K is incorporated herein by reference from the disclosure included in the Company’s 2022 Proxy Statement under the caption “SECTION 16(a) REPORTS.”

Committee Charters and Code of Conduct and Ethics

Company’s Board of Directors has adopted charters for each of the Audit Committee, the Compensation Committee and the Governance

and Nominating Committee.

Copies of these charters are available on the Company’s Internet website at www.YourSBFinancial.com

by first clicking “Corporate Governance” and then “Supplementary Info”.

The Company has adopted a Code of

Conduct and Ethics that applies to the Company’s directors, officers and employees.

A copy of the Code of Conduct and Ethics is

available on the Company’s Internet website at www.YourSBFinancial.com under the “Corporate Governance” tab.

persons may also obtain copies of the Code of Conduct and Ethics, the Audit Committee charter, the Compensation Committee charter and

the Governance and Nominating Committee charter, without charge, by writing to SB Financial Group, Inc., Attn:

Diller, 401 Clinton

Street, Defiance, OH 43512.

Audit Committee

The information required by Items 407(d)(4)

and 407(d)(5) of SEC Regulation S-K is incorporated herein by reference from the disclosure included under the caption “MEETINGS

AND COMMITTEES OF THE BOARD –

Audit & Risk Management Committee”

in the Company’s 2021 Proxy Statement.

The information required by Items 407(d)(4) and 407(d)(5) of SEC Regulation S-K is incorporated herein by reference from the disclosure included under the caption “MEETINGS AND COMMITTEES OF THE BOARD – Audit & Risk Management Committee” in the Company’s 2022 Proxy Statement.

Executive Compensation .

The executive compensation information

required by this item is incorporated herein by reference to the information contained in the Company’s 2021 Proxy Statement

under the captions “COMPENSATION OF EXECUTIVE OFFICERS”, “EQUITY INCENTIVE PLAN INFORMATION”, “DIRECTOR

COMPENSATION”, and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”.

The executive compensation information required by this item is incorporated herein by reference to the information contained in the Company’s 2022 Proxy Statement under the captions “COMPENSATION OF EXECUTIVE OFFICERS”, “EQUITY INCENTIVE PLAN INFORMATION”, “DIRECTOR COMPENSATION”, and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .

The information required by Item 403 of

SEC Regulation S-K is incorporated herein by reference from the disclosure included in the Company’s 2021 Proxy Statement

under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”.

The information required by Item 403 of SEC Regulation S-K is incorporated herein by reference from the disclosure included in the Company’s 2022 Proxy Statement under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”.

Equity Compensation Plan Information

The SB Financial Group, Inc.

Incentive Plan (the “2008 Plan”) was approved by the shareholders of the Company at the 2008 Annual Meeting of Shareholders.

The SB Financial Group, Inc.

Incentive Plan (the “2017 Plan”) was approved by the shareholders of the Company at the 2017 Annual Meeting of Shareholders.

The following table shows, as of December

31, 2020, the number of common shares issuable upon exercise of outstanding stock options, the weighted-average exercise price

of those stock options, and the number of common shares remaining for future issuance under the Company’s equity compensation

plans (excluding common shares issuable upon exercise of outstanding stock options):

Equity compensation plans

approved by security holders

2017 Stock Incentive Plan (the “2017 Plan”) was approved by the shareholders of the Company at the 2017 Annual Meeting of Shareholders.

The following table shows, as of December 31, 2021, the number of common shares issuable upon exercise of outstanding stock options, the weighted-average exercise price of those stock options, and the number of common shares remaining for future issuance under the Company’s equity compensation plans (excluding common shares issuable upon exercise of outstanding stock options):

Equity compensation plans approved by security holders

($ in thousands, except per share data)

3 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence .

The information required by Item 404 of

SEC Regulation S-K is incorporated herein by reference from the disclosure contained in the Company’s 2021 Proxy Statement

under the caption “TRANSACTIONS WITH RELATED PERSONS”.

The information required by Item 407(a)

of SEC Regulation S-K is incorporated herein by reference from the disclosure contained in the Company’s 2021 Proxy Statement

under the caption “CORPORATE GOVERNANCE –

Director Independence”.

The information required by Item 404 of SEC Regulation S-K is incorporated herein by reference from the disclosure contained in the Company’s 2022 Proxy Statement under the caption “TRANSACTIONS WITH RELATED PERSONS”.

The information required by Item 407(a) of SEC Regulation S-K is incorporated herein by reference from the disclosure contained in the Company’s 2022 Proxy Statement under the caption “CORPORATE GOVERNANCE – Director Independence”.

Principal Accountant Fees and Services .

The information required to be disclosed

in this Item 14 is incorporated herein by reference from the disclosure contained in the Company’s 2021 Proxy Statement under

the caption “AUDIT & RISK MANAGEMENT COMMITTEE DISCLOSURE”

Pre-Approval of Services Performed by Independent

Registered Public Accounting Firm”

and “AUDIT & RISK MANAGEMENT COMMITTEE DISCLOSURE”

Independent Registered Public Accounting Firm”.

The information required to be disclosed in this Item 14 is incorporated herein by reference from the disclosure contained in the Company’s 2022 Proxy Statement under the caption “AUDIT & RISK MANAGEMENT COMMITTEE DISCLOSURE – Pre-Approval of Services Performed by Independent Registered Public Accounting Firm” and “AUDIT & RISK MANAGEMENT COMMITTEE DISCLOSURE – Services of Independent Registered Public Accounting Firm”.

Exhibits and Financial Statement Schedules .

Financial Statements

The following consolidated financial

statements are incorporated by reference from Item 8 hereof:

● Report of Independent Registered Public

Accounting Firm (BKD, LLP), Opinion on Financial Statements

● Consolidated Balance Sheets as of December

31, 2020 and 2019

● Consolidated Statements of Income for

the Years ended December 31, 2020 and 2019

● Consolidated Statements of Comprehensive

Income for the Years ended December 31, 2020 and 2019

● Consolidated Statements of Stockholders’

Equity for the Years ended December 31, 2020 and 2019

● Consolidated Statements of Cash Flows

for Years ended December 31, 2020 and 2019

The following consolidated financial statements are incorporated by reference from Item 8 hereof:

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Income for the Years ended December 31, 2021 and 2020

Consolidated Statements of Comprehensive Income for the Years ended December 31, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for Years ended December 31, 2021 and 2020

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (BKD, LLP)

Financial Statement Schedules

All schedules for which provision

is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions

or are inapplicable and, therefore, have been omitted.

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

Form 10-K Summary .

1 unchanged sentence

Amended Articles of the Company

Incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No.

Filed herewith.

Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on April 27, 1993

Incorporate herein by reference to Exhibit 3.2 to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

Incorporate herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on April 30, 1997

Incorporated herein by reference to Exhibit 3(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No.

Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on May 27, 2011

Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 1, 2011 (File No.

Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on April 12, 2013

Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 18, 2013 (File No.

Certificate of Amendment by Directors or Incorporators to Articles filed with the Secretary of State of the State of Ohio on November 6, 2014

Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 12, 2014 (File No.

Amended Articles of the Company, as amended (reflecting amendments through November 6, 2014) [for SEC reporting compliance purposes only –

not filed with the Ohio Secretary of State]

Incorporate herein by reference to Exhibit 3.7 to the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No.

Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 12, 2014 (File No.

Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on January 25, 2022

Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 27, 2022 (File No.

Amended Articles of the Company, as amended (reflecting amendments through January 25, 2022) [for SEC reporting compliance purposes only – not filed with the Ohio Secretary of State]

Filed herewith.

Amended and Restated Regulations of the Company

Incorporated herein by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No.

Certificate Regarding Adoption of Amendment to Section 2.01 of the Amended and Restated Regulations of the Company by the Shareholders on April 16, 2009

Incorporate herein by reference to Exhibit 3.1 to the Company’s

Current Report on Form 8-K filed April 22, 2009 (File No.

Form of Certificate for 6.50% Noncumulative Convertible Perpetual Preferred Shares, Series A, of the Company

Incorporated herein by reference to Exhibit 4.1 to the Company’s Amendment No.

1 to Registration Statement on Form S-1 filed on November 6, 2014 (File No.

Form of Depositary Receipt of the Company

Incorporated herein by reference to Exhibit 4.2 to the Company’s Amendment No.

1 to Registration Statement on Form S-1 filed on November 6, 2014 (File No.

Deposit Agreement, dated November 6, 2014, by and among the Company, Computershare Inc.

and Computershare Trust Company, N.A.

as Depositary, and the Holders from time to time of the Depositary Receipts described therein

Incorporated herein by reference to Exhibit 4.3 to the Company’s Amendment No.

1 to Registration Statement on Form S-1 filed on November 6, 2014 (File No.

Incorporate herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 22, 2009 (File No.

Form of 3.65% Fixed-to-Floating Rate Subordinated Note due 2031

Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 28, 2021 (File No.

Form of Subordinated Note Purchase Agreement by and between the Company and the several Purchasers

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 28, 2021 (File No.

Indenture, dated as of September 15, 2005, by and between the Company and Wilmington Trust Company, as Debenture Trustee, relating to Floating Rate Junior Subordinated Deferrable Interest Debentures

Incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (File No.

Amended and Restated Declaration of Trust of Rurban Statutory Trust II, dated as of September 15, 2005

Incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (File No.

Guarantee Agreement, dated as of September 15, 2005, by and between the Company and Wilmington Trust Company, as Guarantee Trustee

Incorporated herein by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (File No.

Agreement to furnish instruments and agreements defining rights of holders of long-term debt

2 unchanged sentences

Filed herewith.

The Company’s Plan to Allow Directors to Elect to Defer Compensation

Incorporated herein by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No.

2008 Stock Incentive Plan of the Company

Incorporated herein by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed April 22, 2008 (File No.

Form of Restricted Stock Award Agreement (For Employees) under the Company’s 2008 Stock Incentive Plan

Incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K for the fiscal year ended April 22, 2008 (File No.

Form of Incentive Stock Option Agreement with Five-Year Vesting under the Company’s 2008 Stock Incentive Plan

Incorporated herein by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No.

Form of Non-Qualified Stock Option Award Agreement with Five-Year Vesting under the Company’s 2008 Stock Incentive Plan

Incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No.

Employees’

Stock Ownership and Savings Plan of the Company

Incorporated herein by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No.

The Company’s Plan to Allow Directors to Elect to Defer Compensation

herein by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996

Employees’ Stock Ownership and Savings Plan of the Company

Incorporated herein by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No.

Employee Stock Purchase Plan of the Company

Incorporated herein by reference to Exhibit 10(z) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No.

Amended and Restated Employment Agreement, dated January 22, 2018, between the Company and Mark A.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No.

Amended and Restated Change of Control Agreement, dated January 22, 2018, between the Company and Mark A.

Incorporated herein by reference to Exhibit 10.2(a) to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No.

Amended and Restated Change of Control Agreement, dated January 22, 2018, between the Company and Anthony V.

Incorporated herein by reference to Exhibit 10.2(b) to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No.

Amended and Restated Change of Control Agreement, dated January 22, 2018, between the Company and Jonathan R.

Exhibit 10.2(c) to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No.

Incorporated herein by reference to Exhibit 10.2(b) to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No.

Amended and Restated Change of Control Agreement, dated January 22, 2018, between the Company and David A.

Filed herewith.

Amended Supplemental Executive Retirement Plan Agreement, dated as of January 22, 2018 by and between the Company and Mark A.

Incorporated by reference to Exhibit 10.3(a) to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No 01-36785).

Amended Supplemental Executive Retirement Plan Agreement, dated as of January 22, 2018 by and between the Company and Anthony V.

Incorporated by reference to Exhibit 10.3(b) to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No 01-36785).

Supplemental Executive Retirement Plan Agreement, dated as of January 22, 2018 by and between the Company and David A.

Filed herewith.

2017 Split Dollar Agreement and Endorsement, dated as of January 22, 2018, between and The State Bank and Trust Company and Mark A.

Incorporated by reference to Exhibit 10.4(a) to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No 01-36785).

2017 Split Dollar Agreement and Endorsement, dated as of January 22, 2018, between and The State Bank and Trust Company and Anthony V.

Incorporated by reference to Exhibit 10.4(b) to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No 01-36785).

2017 Split Dollar Agreement and Endorsement, dated as of January 22, 2018, between and The State Bank and Trust Company and David A.

Filed herewith.

Non-Qualified Deferred Compensation Plan of the Company effective as of January 1, 2007

Incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No.

Incorporated herein by

reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No.

Long-Term Incentive Compensation Plan for the Company and Affiliates

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 20, 2012 (File No.

Incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K filed August 20, 2012 (File No.

SB Financial Group 2017 Stock Incentive Plan

Incorporated by reference to Exhibit 10.1 to the Company’s

Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No.

Filed herewith.

Form of Restricted Stock Award Agreement (For Employees) under the Company’s 2017 Stock Incentive Plan

Filed herewith.

Statement Regarding Computation of Per Share Earnings

8 unchanged sentences

Included on signature page of this Annual Report on Form 10-K.

Rule 13a-14(a)/15d-14(a) Certification –

Principal Executive Officer

Rule 13a-14(a)/15d-14(a) Certification – Principal Executive Officer

Filed herewith.

Rule 13a-14(a)/15d-14(a) Certification –

Principal Financial Officer

Rule 13a-14(a)/15d-14(a) Certification – Principal Financial Officer

Filed herewith.

Section 1350 Certification –

Principal Executive Officer and Principal Financial Officer

Section 1350 Certification – Principal Executive Officer and Principal Financial Officer

Filed herewith.

The following materials from SB Financial Group Inc.’s 2020

Annual Report and incorporated therefrom in SB Financial Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2019, formatted in XBRL (extensible business reporting language) pursuant to Rule 405 of Regulation S-T:

the Consolidated Balance Sheets as of December 31, 2020 and 2019;

(ii) the Consolidated Statements of Income for the years

ended December 31, 2020 and 2019;

(iii) the Consolidated Statements of Comprehensive Income for the years ended December 31,

2020 and 2019;

(iv) the Consolidated Statements of Changes in Stockholders’

Equity for the years ended December 31,

2020 and 2019;

(v) the Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019;

Notes to Consolidated Financial Statements (electronically submitted herewith).

contract or compensatory plan or arrangement.

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the

undersigned, thereunto duly authorized.

following materials from SB Financial Group Inc.’s 2021 Annual Report and incorporated therefrom in SB Financial Group,

Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in XBRL (extensible business

reporting language) pursuant to Rule 405 of Regulation S-T:

(i) the Consolidated Balance Sheets as of December 31, 2021 and 2020;

(ii) the Consolidated Statements of Income for the years ended December 31, 2021 and 2020;

(iii) the Consolidated Statements of

Comprehensive Income for the years ended December 31, 2021 and 2020;

(iv) the Consolidated Statements of Changes in

Stockholders’ Equity for the years ended December 31, 2021 and 2020;

(v) the Consolidated Statements of Cash Flows for the

years ended December 31, 2021 and 2020;

and (vi) the Notes to Consolidated Financial Statements (electronically submitted

Management contract or compensatory plan or arrangement.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

SB FINANCIAL GROUP, INC.

March 8, 2021

/s/ Anthony V.

Executive Vice President and Chief Financial Officer

Cosentino, Executive Vice President and Chief Financial Officer

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each

undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Company”), which is about

to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934,

as amended, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2020, hereby constitutes and appoints

KNOW ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Company”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2021, hereby constitutes and appoints Mark A.

Klein and Anthony V.

Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power

of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual

Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial

statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission

and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority

to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents

and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact

and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities

and on the dates indicated.

March 8, 2021

Chairman, President and Chief Executive Officer

Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign both the Annual Report on Form 10-K and any and all amendments and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Chairman, President and

Chief Executive Officer

/s/ Anthony V.

March 8, 2021

Executive Vice President and Chief Financial Officer

Executive Vice President and

Chief Financial Officer

/s/ George W.

March 8, 2021

/s/ Robert A.

March 8, 2021

/s/ Gaylyn J.

March 8, 2021

/s/ Richard L.

/s/ William G.

March 8, 2021

/s/ Timothy J.

March 8, 2021

/s/ Timothy L.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures