What changed in this filing

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Item 9A. Controls and Procedures

2023-03-07 compared with 2022-03-07 · 356 added, 129 removed, 80 unchanged (86% of the section changed)

Controls and Procedures.

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.

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.

of Disclosure Controls and Procedures

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

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

● 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;

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.

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.

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.

The Company’s internal control over financial reporting

includes those policies and procedures that:

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;

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;

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, 2022, based on the criteria established in Internal

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

on our assessment and those criteria, management concluded that, as of December 31, 2022, the Company’s internal control over financial

reporting is effective.

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.

in Internal Controls Over Financial Reporting

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, 2022, 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 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.

and Executive Officers

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 19, 2023 (the “2023 Annual Meeting”), is incorporated

herein by reference from the disclosure included in the Company’s definitive Proxy Statement relating to the 2023 Annual Meeting

(the “2023 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:

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

with Section 16(a) of the Exchange Act

information required by Item 405 of SEC Regulation S-K is incorporated herein by reference from the disclosure included in the Company’s

2023 Proxy Statement under the caption “SECTION 16(a) REPORTS.”

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 2022 Proxy Statement.

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.

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.

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

2023 Proxy Statement.

procedures by which shareholders of the Company may recommend nominees to the Company’s Board of Directors are described under

the caption “CORPORATE GOVERNANCE – Nominations of Directors” in the Company’s 2023 Proxy Statement.

procedures by which shareholders of the Company many recommend nominees to the Company’s Board of Directors have not materially

changed from those described in the Company’s definitive Proxy Statement for the 2022 Annual Meeting of Shareholders held on April

Executive Compensation .

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”.

executive compensation information required by this item is incorporated herein by reference to the information contained in the Company’s

2023 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 2022 Proxy Statement under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”.

Equity Compensation Plan Information

The SB Financial Group, Inc.

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

information required by Item 403 of SEC Regulation S-K is incorporated herein by reference from the disclosure included in the Company’s

2023 Proxy Statement under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”.

Compensation Plan Information

SB Financial Group, Inc.

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

2017 Annual Meeting of Shareholders.

following table shows, as of December 31, 2022, 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)

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in row a)

a) Number of securities to be issued upon exercise of outstanding options, warrants and rights-

b) Weighted-average exercise price of outstanding options, warrants and rights-$

c) Number of securities remaining available for future issuance under equity compensation

plans (excluding securities reflected in row a)

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 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”.

information required by Item 404 of SEC Regulation S-K is incorporated herein by reference from the disclosure contained in the Company’s

2023 Proxy Statement under the caption “TRANSACTIONS WITH RELATED PERSONS”.

information required by Item 407(a) of SEC Regulation S-K is incorporated herein by reference from the disclosure contained in the Company’s

2023 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 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”.

information required to be disclosed in this Item 14 is incorporated herein by reference from the disclosure contained in the Company’s

2023 Proxy Statement under the caption “AUDIT & RISK MANAGEMENT COMMITTEE DISCLOSURE”.

Exhibits and Financial Statement Schedules.

Financial Statements

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.

(a)(1) Financial

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

● Consolidated

Balance Sheets as of December 31, 2022 and 2021

● Consolidated

Statements of Income for the Years ended December 31, 2022 and 2021

● Consolidated

Statements of Comprehensive Income (Loss) for the Years ended December 31, 2022 and 2021

● Consolidated

Statements of Shareholders’ Equity for the Years ended December 31, 2022 and 2021

● Consolidated

Statements of Cash Flows for Years ended December 31, 2022 and 2021

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm (FORVIS, LLP)

(a)(2) Financial

Statement Schedules

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.

(a)(3) Exhibits

documents listed in the Index to Exhibits that immediately precedes the signature page of this Form 10-K are filed/furnished with this

Form 10-K as exhibits or incorporated into this Form 10-K by reference as noted.

Each management contract or compensatory plan or arrangement

required to be filed as an exhibit to this Form 10-K is identified as such in the Index to Exhibits.

documents listed in the Index to Exhibits that immediately precedes the signature page of this Form 10-K are filed/furnished with this

Form 10-K as exhibits or incorporated into this Form 10-K by reference as noted.

Statement Schedules

Form 10-K Summary.

Not Applicable.

Amended Articles of the Company

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.

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.

Articles of the Company

herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021

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

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.

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 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.

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

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

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

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

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

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

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

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

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

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

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

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]

herein by reference to Exhibit 3.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021

and Restated Regulations of the Company

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

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

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

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

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

9 unchanged sentences

Description of Common Shares of the Company

Filed herewith.

Incorporated herein by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (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

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.

Employees’ Stock Ownership and Savings Plan of the Company

9 unchanged sentences

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

Filed herewith.

Incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

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

3 unchanged sentences

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

Filed herewith.

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, 2021 (File No.

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

3 unchanged sentences

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.

Incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

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

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.

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

Filed herewith.

Incorporated herein by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

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

Included in Note 2 of the Notes to Consolidated Financial Statements of Registrant filed herewith as Exhibit 13.

2021 Annual Report of Registrant (not deemed filed except for portions thereof which are specifically incorporated by reference in this Annual Report on Form 10-K)

Specified portions filed herewith.

Regarding Computation of Per Share Earnings

in Note 2 of the Notes to Consolidated Financial Statements of Registrant filed herewith as Exhibit 13.

Annual Report of Registrant (not deemed filed except for portions thereof which are specifically incorporated by reference in this

Annual Report on Form 10-K)

portions filed herewith.

Subsidiaries of Registrant

Filed herewith.

Consent of BKD, LLP

Filed herewith.

Consent of FORVIS, LLP

Power of Attorney of Directors and Executive Officers

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

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

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

Filed herewith.

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

Filed herewith.

Section 1350 Certification – Principal Executive Officer and Principal Financial Officer

Filed herewith.

following materials from SB Financial Group Inc.’s 2022 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

Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline XBRL (extensible business

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

4 unchanged sentences

(iv) the Consolidated Statements of Changes in

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

Shareholders’ Equity for the years ended December 31, 2022 and 2021;

(v) the Consolidated Statements of Cash Flows for the

1 unchanged sentence

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.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

contract or compensatory plan or arrangement.

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.

/s/ Anthony V.

March 7, 2023

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, 2021, hereby constitutes and appoints Mark A.

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, 2022, 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.

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.

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 7, 2023

Chairman, President and Chief

Executive Officer

/s/ Anthony V.

Executive Vice President and

Chief Financial Officer

March 7, 2023

Executive Vice President and Chief

Financial Officer

/s/ George W.

/s/ Robert A.

March 7, 2023

/s/ Gaylyn J.

March 7, 2023

/s/Richard L.

March 7, 2023

/s/ William G.

March 7, 2023

/s/ Timothy J.

March 7, 2023

/s/ Timothy L.

March 7, 2023

Financial Group, Inc.

President Corporate Training and Development

Vice President

Green & Toledo Market Executive

President and

Vice President

Executive Officer

Market Executive

Vice President

Financial Officer

Wayne Market Executive

Review Officer

Vice President

Executive, Indianapolis

State Bank and Trust Company

Management Specialist

Vice President

Administration

Fulton/Williams

Sales Champion

President and

Executive Officer

Vice President

Facility/Property

Market Executive

Vice President

Financial Officer

Vice President

Review Officer

Vice President

Lending Manager

Vice President

Liability Manager

(COREY) DEMING

Vice President

Services Officer III

Technology Innovation Officer

Vice President

Services Officer III

Lending Officer

Vice President

Control Manager

Vice President

Services Officer III

Vice President

Executive Assistant

Services Officer I

of Legal, CRA & Fair Lending

Vice President

Services Officer I

of Human Resources

Regional President

Vice President

Marketing Officer

Administration

Mortgage Sales Loan Originator

Vice President

Administration Manager

Real Estate Sales

- Indianapolis Region

Vice President

Mortgage Sales Loan Originator

Vice President

Credit Officer

Vice President

Real Estate Sales

Vice President

- Columbus Region

RRE Underwriter

Credit Analyst

Vice President

Mortgage Sales Loan Originator

Development Officer

and Resource Recovery

Administrator

RRE Underwriting

Vice President

Technology and

Mortgage Sales Loan Originator

Vice President

RRE Underwriter

Development Mortgage

of Lending Operations

Vice President

Mortgage Sales Loan Originator

Vice President

of Deposit Operations

Mortgage Sales Loan Originator

Vice President

Construction Manager

Vice President

Services Specialist, Lead

Development Mortgage

Vice President

Mortgage Sales Loan Originator

of IT Infrastructure

Mortgage Sales Loan Originator

Processing Engineer

Mortgage Operations Manager

Leader, Fiserv Platform

Vice President

Administrator

Administrator- Operations

Vice President

of Mortgage Administration

Engineer - Deposits

Mortgage Sales Loan Originator

Control Analyst - Deposits

Small Business Lending

Vice President

Investment Officer

Vice President

Private Banker

Vice President

Operations Services Manager

Private Banker

Vice President

Business Lender

Vice President

Advisor/Director of

of Private Banking

Business Lender

Management Advisor

Private Banker

Vice President

of Treasury Management

Private Banker

Vice President

Management Officer

Vice President

Title Manager

of Retail Banking

Vice President

Management Officer

Vice President

Sales & Lending Manager

Vice President

Wealth Management Officer

Center Sales Manager

Vice President

Services Manager

Vice President

Development Officer

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