Controls and Procedures.
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: With the participation of the Chief Executive
−Removed: Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of the Company, the Company’s
−Removed: management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under
−Removed: the Exchange Act) as of the end of the fiscal year covered by this Annual Report on Form 10-K.
−Removed: Based on that evaluation, the Company’s
−Removed: Chief Executive Officer and the Company’s Chief Financial Officer have concluded that:
−Removed: ● Information
+Added: of Disclosure Controls and Procedures
+Added: the participation of the Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial
+Added: officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and
+Added: 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
+Added: Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded
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
−Removed: the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and
−Removed: principal financial officer, as appropriate to allow timely decisions regarding required disclosure;
−Removed: ● Information
+Added: the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer
+Added: and principal financial officer, as appropriate to allow timely decisions regarding required disclosure;
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
−Removed: the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
−Removed: Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form
−Removed: Management’s Report on Internal Control
+Added: the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules
+Added: The Company’s
+Added: disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K.
+Added: Report on Internal Control Over Financial Reporting
+Added: Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined
+Added: in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
+Added: The Company’s internal control over financial reporting is designed to
+Added: provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
+Added: purposes in conformity with U.S.
+Added: generally accepted accounting principles.
+Added: The Company’s internal control over financial reporting
+Added: includes those policies and procedures that:
+Added: to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
+Added: of the Company and its consolidated subsidiaries;
+Added: reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S.
+Added: generally accepted accounting principles, and that receipts and expenditures of the Company and its consolidated subsidiaries are being
+Added: made only in accordance with authorizations of management and directors of the Company;
+Added: reasonable assurance regarding prevention of timely detection of unauthorized acquisition, use or disposition of the assets of the Company
+Added: and its consolidated subsidiaries that could have a material effect on the financial statements.
+Added: 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, 2024, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based on our assessment and those criteria, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.
+Added: Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control
over financial reporting.
−Removed: The Management of the Company is responsible for
−Removed: establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
−Removed: Exchange Act.
−Removed: The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the
−Removed: reliability of financial reporting and the preparation of financial statements for external purposes in conformity with U.S.
−Removed: accepted accounting principles.
−Removed: The Company’s internal control over financial reporting includes those policies and procedures that:
−Removed: ● Pertain to the maintenance of records that, in reasonable
−Removed: detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its consolidated subsidiaries;
−Removed: ● Provide reasonable assurance that transactions are recorded
−Removed: as necessary to permit preparation of financial statements in conformity with U.S.
−Removed: generally accepted accounting principles, and that
−Removed: receipts and expenditures of the Company and its consolidated subsidiaries are being made only in accordance with authorizations of management
−Removed: and directors of the Company;
−Removed: reasonable assurance regarding prevention of timely detection of unauthorized acquisition, use or disposition of the assets of the
−Removed: Company and its consolidated subsidiaries that could have a material effect on the financial statements.
−Removed: the supervision and participation of our Chief Executive Officer and our Chief Financial Officer, management assessed the effectiveness
−Removed: of the Company’s internal controls over financial reporting as of December, 31, 2023, based on the criteria established in Internal
−Removed: Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: on our assessment and those criteria, management concluded that, as of December 31, 2023, the Company’s internal control over financial
−Removed: reporting is effective.
−Removed: This Annual Report does not include an attestation
−Removed: report of the Company’s registered public accounting firm regarding internal control over financial reporting.
−Removed: report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit
−Removed: the Company to provide only management’s report in this Annual Report on Form 10-K.
−Removed: Changes in Internal Controls Over Financial
−Removed: There were no changes in the Company’s internal
−Removed: control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Company’s fiscal
−Removed: quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal
−Removed: control over financial reporting.
+Added: Management’s report was not subject to attestation by the Company’s registered public accounting
+Added: firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
+Added: in Internal Controls Over Financial Reporting
+Added: were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)
+Added: that occurred during the Company’s fiscal quarter ended December 31, 2024, that have materially affected, or are reasonably likely
+Added: to materially affect, the Company’s internal control over financial reporting.
Other Information.
−Removed: (b) During the quarter ended December 31, 2023, no director or
−Removed: 16 officer (as defined under Rule 16a-1 of the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangements
−Removed: or any non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
−Removed: Disclosure Regarding Foreign Jurisdictions
−Removed: that Prevent Inspections.
−Removed: Not Applicable.
−Removed: Directors, Executive Officers and
−Removed: Corporate Governance.
−Removed: Directors and Executive Officers
−Removed: The information required by Item 401 of SEC Regulation
−Removed: S-K concerning the directors of the Company and the nominees for election as directors of the Company at the Annual Meeting of Shareholders
−Removed: to be held on April 19, 2024 (the “2024 Annual Meeting”), is incorporated herein by reference from the disclosure included
−Removed: in the Company’s definitive Proxy Statement relating to the 2024 Annual Meeting (the “2024 Proxy Statement”), under
−Removed: the caption “PROPOSAL NO.
+Added: the quarter ended December 31, 2024, no director or 16 officer (as defined under Rule 16a-1 of the Exchange Act) adopted or terminated any
+Added: Rule 10b5-1 trading arrangements or any non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Directors, Executive Officers and Corporate Governance .
+Added: and Executive Officers
+Added: information required by Item 401 of SEC Regulation S-K concerning the directors of the Company and the nominees for election as directors
+Added: of the Company at the Annual Meeting of Shareholders to be held on April 16, 2025 (the “2025 Annual Meeting”), is incorporated
+Added: herein by reference from the disclosure included in the Company’s definitive Proxy Statement relating to the 2025 Annual Meeting
+Added: (the “2025 Proxy Statement”), under the caption “PROPOSAL NO.
1 – ELECTION OF DIRECTORS”.
−Removed: The information concerning the executive officers of the Company
−Removed: 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
+Added: The information
+Added: 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
+Added: this Annual Report on Form 10-K entitled “Supplemental Item:
Information about our Executive Officers.”
−Removed: Compliance with Section 16(a) of the Exchange
−Removed: The information required by Item 405 of SEC Regulation
−Removed: S-K is incorporated herein by reference from the disclosure included in the Company’s 2024 Proxy Statement under the caption “SECTION
−Removed: 16(a) REPORTS.”
−Removed: Committee Charters and Code of Conduct and
+Added: with Section 16(a) of the Exchange Act
+Added: information required by Item 405 of SEC Regulation S-K is incorporated herein by reference from the disclosure included in the Company’s
+Added: 2025 Proxy Statement under the caption “SECTION 16(a) REPORTS” To the extent that disclosure of information is required.
+Added: Charters and Code of Conduct and Ethics
The Company’s Board of Directors has adopted
−Removed: charters for each of the Audit and Risk Management Committee, the Compensation Committee and the Governance and Nominating Committee.
−Removed: Copies of these charters are available on the Company’s Internet website at www.YourSBFinancial.com by first clicking “Corporate
−Removed: Overview” and then “Governance Documents”.
−Removed: The Company has adopted a Code of Conduct and Ethics that applies to the
−Removed: Company’s directors, officers and employees.
−Removed: A copy of the Code of Conduct and Ethics is available on the Company’s Internet
−Removed: website at www.YourSBFinancial.com by first clicking “Corporate Overview” and then “Governance Documents”.
−Removed: persons may also obtain copies of the Code of Conduct and Ethics, the Audit and Risk Management Committee charter, the Compensation Committee
−Removed: charter and the Governance and Nominating Committee charter, without charge, by writing to SB Financial Group, Inc., Attn:
−Removed: 401 Clinton Street, Defiance, OH 43512.
−Removed: Audit and Risk Management Committee
+Added: charters for each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee.
+Added: Copies of these charters
+Added: are available on the Company’s Internet website at www.YourSBFinancial.com by first clicking “Corporate Overview” and
+Added: then “Governance Documents”.
+Added: The Company has adopted a Code of Conduct and Ethics that applies to the Company’s directors,
+Added: officers and employees.
+Added: A copy of the Code of Conduct and Ethics is available on the Company’s Internet website at www.YourSBFinancial.com
+Added: by first clicking “Corporate Overview” and then “Governance Documents”.
+Added: Interested persons may also obtain copies
+Added: of the Code of Conduct and Ethics, the Audit Committee charter, the Compensation Committee charter and the Governance and Nominating
+Added: Committee charter, without charge, by writing to SB Financial Group, Inc., Attn:
+Added: Diller, 401 Clinton Street, Defiance, OH 43512.
+Added: Trading Arrangements and Policies
+Added: Company has adopted an Insider Trading Policy that governs the purchase, sale, and/or dispositions of the Company’s securities
+Added: by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, and any
+Added: listing standards applicable to the Company.
+Added: A copy of the Insider Trading Policy is filed as Exhibit 10 to this Form 10-K.
+Added: 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
−Removed: COMMITTEES OF THE BOARD – Audit & Risk Management Committee” in the Company’s 2024 Proxy Statement.
−Removed: Nominating Committee
−Removed: The procedures by which shareholders of the
−Removed: Company may recommend nominees to the Company’s Board of Directors are described under the caption “CORPORATE GOVERNANCE –
−Removed: Nominations of Directors” in the Company’s 2024 Proxy Statement.
−Removed: The procedures by which shareholders of the Company many
−Removed: recommend nominees to the Company’s Board of Directors have not materially changed from those described in the Company’s definitive
−Removed: Proxy Statement for the 2023 Annual Meeting of Shareholders held on April 20, 2023.
+Added: COMMITTEES OF THE BOARD – Audit Committee” in the Company’s 2025 Proxy Statement.
+Added: procedures by which shareholders of the Company may recommend nominees to the Company’s Board of Directors are described under
+Added: the caption “CORPORATE GOVERNANCE – Nominations of Directors” in the Company’s 2025 Proxy Statement.
+Added: procedures by which shareholders of the Company many recommend nominees to the Company’s Board of Directors have not materially
+Added: changed from those described in the Company’s definitive Proxy Statement for the 2024 Annual Meeting of Shareholders held on April
Executive Compensation .
−Removed: The executive compensation information required
−Removed: by this item is incorporated herein by reference to the information contained in the Company’s 2024 Proxy Statement under the captions
−Removed: “COMPENSATION OF EXECUTIVE OFFICERS”, “EQUITY INCENTIVE PLAN INFORMATION”, “DIRECTOR COMPENSATION”,
−Removed: and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”.
−Removed: Security Ownership of Certain Beneficial
−Removed: Owners and Management and Related Stockholder Matters .
−Removed: The information required by Item 403 of SEC Regulation
−Removed: S-K is incorporated herein by reference from the disclosure included in the Company’s 2024 Proxy Statement under the caption “SECURITY
−Removed: OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”.
−Removed: Equity Compensation Plan Information
−Removed: The SB Financial Group, Inc.
−Removed: 2017 Stock Incentive
−Removed: Plan (the “2017 Plan”) was approved by the shareholders of the Company at the 2017 Annual Meeting of Shareholders.
−Removed: The following table shows, as of December 31,
−Removed: 2023, the number of common shares issuable upon exercise of outstanding stock options, the weighted-average exercise price of those stock
−Removed: options, and the number of common shares remaining for future issuance under the Company’s equity compensation plans (excluding
−Removed: common shares issuable upon exercise of outstanding stock options):
+Added: information required by this item is incorporated herein by reference to the information contained in the Company’s 2025 Proxy
+Added: Statement under the captions “COMPENSATION OF EXECUTIVE OFFICERS”, “EQUITY INCENTIVE PLAN INFORMATION”, “DIRECTOR
+Added: COMPENSATION”, “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”, “PAY VERSUS PERFORMANCE”
+Added: AND “DIRECTOR COMPENSATION”.
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .
+Added: information required by Item 403 of SEC Regulation S-K is incorporated herein by reference from the disclosure included in the Company’s
+Added: 2025 Proxy Statement under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”.
+Added: Compensation Plan Information
+Added: SB Financial Group, Inc.
+Added: 2017 Stock Incentive Plan (the “2017 Plan”) was approved by the shareholders of the Company at the
+Added: 2017 Annual Meeting of Shareholders.
+Added: following table shows, as of December 31, 2024, the number of common shares issuable upon exercise of outstanding stock options, the
+Added: weighted-average exercise price of those stock options, and the number of common shares remaining for future issuance under the Company’s
+Added: equity compensation plans (excluding common shares issuable upon exercise of outstanding stock options):
Equity compensation plans approved by security holders
3 unchanged sentences
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in row a)
−Removed: Certain Relationships and Related
−Removed: Transactions, and Director Independence .
−Removed: The information required by Item 404 of SEC Regulation
−Removed: S-K is incorporated herein by reference from the disclosure contained in the Company’s 2024 Proxy Statement under the caption “TRANSACTIONS
−Removed: WITH RELATED PERSONS”.
−Removed: The information required by Item 407(a) of SEC
−Removed: Regulation S-K is incorporated herein by reference from the disclosure contained in the Company’s 2024 Proxy Statement under the
−Removed: caption “CORPORATE GOVERNANCE – Director Independence”.
+Added: Certain Relationships and Related Transactions, and Director Independence .
+Added: information required by Item 404 of SEC Regulation S-K is incorporated herein by reference from the disclosure contained in the Company’s
+Added: 2025 Proxy Statement under the caption “TRANSACTIONS WITH RELATED PERSONS”.
+Added: information required by Item 407(a) of SEC Regulation S-K is incorporated herein by reference from the disclosure contained in the Company’s
+Added: 2025 Proxy Statement under the caption “CORPORATE GOVERNANCE – Director Independence”.
Principal Accountant Fees and Services.
1 unchanged sentence
Item 14 is incorporated herein by reference from the disclosure contained in the Company’s 2025 Proxy Statement under the caption
−Removed: “AUDIT & RISK MANAGEMENT COMMITTEE DISCLOSURE”.
−Removed: Exhibits and Financial Statement
−Removed: (a)(1) Financial Statements
−Removed: The following consolidated financial statements are incorporated
−Removed: by reference from Item 8 hereof:
+Added: “AUDIT COMMITTEE DISCLOSURE”.
+Added: Exhibits and Financial Statement Schedules.
+Added: Financial Statements
+Added: following consolidated financial statements are incorporated by reference from Item 8 hereof:
● Consolidated
9 unchanged sentences
to Consolidated Financial Statements
−Removed: of Independent Registered Public Accounting Firm (FORVIS, LLP)
−Removed: (a)(2) Financial Statement
−Removed: All schedules for which provision is
−Removed: made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore,
−Removed: have been omitted.
−Removed: (a)(3) Exhibits
−Removed: The documents listed in the Index to
−Removed: Exhibits that immediately precedes the signature page of this Form 10-K are filed/furnished with this Form 10-K as exhibits or incorporated
−Removed: into this Form 10-K by reference as noted.
−Removed: Each management contract or compensatory plan or arrangement required to be filed as an exhibit
−Removed: to this Form 10-K is identified as such in the Index to Exhibits.
−Removed: The documents listed in the Index to
−Removed: Exhibits that immediately precedes the signature page of this Form 10-K are filed/furnished with this Form 10-K as exhibits or incorporated
−Removed: into this Form 10-K by reference as noted.
−Removed: (c) Financial
−Removed: Statement Schedules
+Added: ● Report of Independent Registered Public Accounting Firm (Forvis Mazars,
+Added: Financial Statement Schedules
+Added: schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions
+Added: or are inapplicable and, therefore, have been omitted.
+Added: documents listed in the Index to Exhibits that immediately precedes the signature page of this Form 10-K are filed/furnished with this
+Added: Form 10-K as exhibits or incorporated into this Form 10-K by reference as noted.
+Added: Each management contract or compensatory plan or arrangement
+Added: required to be filed as an exhibit to this Form 10-K is identified as such in the Index to Exhibits.
+Added: documents listed in the Index to Exhibits that immediately precedes the signature page of this Form 10-K are filed/furnished with this
+Added: Form 10-K as exhibits or incorporated into this Form 10-K by reference as noted.
+Added: Financial Statement Schedules
Form 10-K Summary.
−Removed: Not Applicable.
Amended Articles of the Company
74 unchanged sentences
Filed herewith.
−Removed: Consent of FORVIS, LLP
+Added: Consent of Forvis Mazars, LLP
Filed herewith.
10 unchanged sentences
Filed herewith.
−Removed: The following materials from SB Financial Group Inc.’s 2023 Annual Report and incorporated therefrom in SB Financial Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in XBRL (extensible business reporting language) pursuant to Rule 405 of Regulation S-T:
−Removed: (i) the Consolidated Balance Sheets as of December 31, 2023 and 2022;
+Added: The following materials from SB Financial Group Inc.’s 2024 Annual
+Added: Report and incorporated therefrom in SB Financial Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31,
+Added: 2024, formatted in XBRL (extensible business reporting language) pursuant to Rule 405 of Regulation S-T:
+Added: (i) the Consolidated Balance
+Added: Sheets as of December 31, 2024 and 2023;
(ii) the Consolidated Statements of Income for the years ended December 31, 2024 and 2023;
−Removed: (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022;
−Removed: (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023 and 2022;
−Removed: (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022;
+Added: the Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023;
+Added: (iv) the Consolidated Statements of
+Added: Changes in Shareholders’ Equity for the years ended December 31, 2024 and 2023;
+Added: (v) the Consolidated Statements of Cash Flows for
+Added: the years ended December 31, 2024 and 2023;
and (vi) the Notes to Consolidated Financial Statements (electronically submitted herewith).
1 unchanged sentence
* Management contract or compensatory plan or arrangement.
−Removed: Pursuant to the requirements of Section 13 or
−Removed: 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,
−Removed: thereunto duly authorized.
+Added: 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
+Added: on its behalf by the undersigned, thereunto duly authorized.
SB FINANCIAL GROUP, INC.
2 unchanged sentences
Cosentino, Executive Vice President and Chief Financial Officer
−Removed: Power of Attorney
−Removed: KNOW ALL MEN BY THESE PRESENTS, that each undersigned
−Removed: officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Company”), which is about to file with the
−Removed: Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual
−Removed: Report of the Company on Form 10-K for the fiscal year ended December 31, 2023, hereby constitutes and appoints Mark A.
−Removed: Klein and Anthony
−Removed: Cosentino, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution,
−Removed: 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
−Removed: and documents related thereto, and to file the same, and any and all exhibits, financial statements and schedules related thereto, and
−Removed: other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact
−Removed: and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary
−Removed: 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
−Removed: 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
−Removed: or cause to be done by virtue hereof.
−Removed: Pursuant to the requirements of the Securities
−Removed: Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and
−Removed: on the dates indicated.
+Added: ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Company”),
+Added: which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange
+Added: Act of 1934, as amended, the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2024, hereby constitutes
+Added: and appoints Mark A.
+Added: Klein and Anthony V.
+Added: Cosentino, and each of them, as his or her true and lawful attorneys-in-fact and agents, with
+Added: full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to
+Added: 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
+Added: all exhibits, financial statements and schedules related thereto, and other documents in connection therewith, with the Securities and
+Added: Exchange Commission and the NASDAQ Stock Market, granting unto said attorneys-in-fact and agents, and substitute or substitutes, full
+Added: 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
+Added: to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact
+Added: and agents, or either of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
+Added: Registrant and in the capacities and on the dates indicated.
March 7, 2025
18 unchanged sentences
March 7, 2025
−Removed: Financial Group, Inc.
−Removed: Vice President
−Removed: Vice President
−Removed: Marketing Officer
−Removed: Wayne Market Executive
−Removed: President and
−Removed: Executive Officer
−Removed: Vice President
−Removed: HR Strategic Manager
−Removed: Fulton/Williams
−Removed: Vice President
−Removed: Financial Officer
−Removed: Resources Manager
−Removed: Vice President
−Removed: Vice President
+Added: Officers List
+Added: SB Financial Group, Inc.
+Added: Senior Vice President
+Added: Senior Vice President
+Added: Chief Marketing Officer
+Added: Fulton/Williams County
+Added: Chairman, President and
Market Executive
−Removed: State Bank and Trust Company
−Removed: Review Officer
−Removed: Administration
−Removed: Vice President
−Removed: Services Officer III
−Removed: Sales Champion
−Removed: President and
−Removed: Executive Officer
−Removed: Vice President
+Added: Chief Executive Officer
Vice President
−Removed: Lending Manager
−Removed: Review Officer
+Added: CHRISTOPHER A.
+Added: Corporate HR Strategic Manager
+Added: Senior Vice President
+Added: Executive Vice President
+Added: Findlay Market Executive
+Added: Chief Financial Officer
Vice President
+Added: Commercial Banking
+Added: Human Resources Manager
+Added: Executive Vice President
+Added: Corporate Secretary
+Added: Senior Vice President
+Added: Assistant Vice President
+Added: Commercial Services Officer III
+Added: The State Bank and Trust Company
+Added: Loan Review Officer
+Added: Administration
+Added: Senior Vice President
+Added: Assistant Vice President
+Added: Ag Lending Manager
+Added: Asset Liability Manager
+Added: Chairman, President and
(COREY) DEMING
−Removed: Financial Officer
−Removed: Vice President
−Removed: Services Officer III
−Removed: Liability Manager
−Removed: Vice President
−Removed: Operations Officer
−Removed: Vice President
−Removed: Services Officer III
−Removed: Vice President
−Removed: Technology Innovation Officer
−Removed: Vice President
−Removed: Services Officer I
−Removed: Management Specialist, BSA Officer
−Removed: Vice President
−Removed: Lending Officer
−Removed: Vice President
−Removed: Services Officer I
−Removed: Control Manager
+Added: Chief Executive Officer
Vice President
−Removed: Executive Assistant
−Removed: Services Officer I
+Added: Assistant Vice President
+Added: Commercial Services Officer III
+Added: Accountant III
+Added: Executive Vice President
+Added: Chief Financial Officer
Vice President
−Removed: Real Estate Executive
−Removed: Services Officer III
+Added: Assistant Vice President
+Added: Commercial Services Officer III
+Added: Risk Management Specialist, BSA Officer
+Added: Executive Vice President
+Added: Chief Operations Officer
Vice President
+Added: Assistant Vice President
+Added: Commercial Services Officer I
+Added: ERNESTO GAYTAN
+Added: Quality Control Manager
+Added: Executive Vice President
+Added: Chief Technology Innovation Officer
Vice President
−Removed: Risk Officer, Director of Legal
−Removed: Green & Toledo Market Executive
+Added: Officer, Executive Assistant
+Added: Commercial Services Officer I
+Added: Corporate Secretary
+Added: Executive Vice President
+Added: Chief Lending Officer
+Added: Regional Executives
Vice President
+Added: Commercial Services Officer I
+Added: Executive Vice President
+Added: Market President
+Added: Residential Real Estate Executive
Vice President
−Removed: of Human Resources
+Added: Commercial Services Officer I
+Added: Senior Vice President
+Added: Senior Vice President
+Added: Bowling Green, Toledo & Lake Erie
Market Executive
−Removed: Administration
Vice President
−Removed: Engineer - Deposits
−Removed: Mortgage Sales Loan Originator
+Added: Commercial Services Officer III
+Added: Senior Vice President
+Added: Senior Vice President
+Added: Director of Loan Quality & Recovery
+Added: Lima Market Executive
+Added: Assistant Vice President
+Added: Commercial Services Officer I
+Added: Senior Vice President
+Added: Senior Vice President
+Added: Director of Human Resources
+Added: Fort Wayne Market Executive
+Added: Credit Administration
Vice President
−Removed: Administration Manager
−Removed: Control Analyst - Deposits
−Removed: Development Mortgage
Vice President
−Removed: Credit Officer
+Added: IT Project Manager
+Added: Outside Mortgage Sales Loan Originator
+Added: Senior Vice President
+Added: Credit Administration Manager
+Added: Assistant Vice President
Vice President
+Added: Systems Administrator- Operations
+Added: Outside Mortgage Sales Loan Originator
+Added: Senior Vice President
+Added: Chief Credit Officer
Vice President
−Removed: Mortgage Sales Loan Originator
−Removed: Credit Analyst
−Removed: Real Estate Sales
−Removed: - Indianapolis Region
+Added: Quality Control Analyst - Deposits
+Added: Community Development Mortgage
Vice President
−Removed: Market Manager
−Removed: and Resource Recovery
+Added: Loan Originator
+Added: Senior Credit Analyst
+Added: Mortgage Lending
+Added: Assistant Vice President
Vice President
+Added: Senior Vice President
+Added: Senior RRE Underwriter
+Added: Collections and Resource Recovery
+Added: Residential Real Estate Sales
Administrator
−Removed: Real Estate Sales
−Removed: - Columbus, Defiance, Findlay
+Added: Manager - Indianapolis Region
+Added: Assistant Vice President
+Added: Residential Real Estate Sales Manager
+Added: Senior Vice President
+Added: Cincinnati Region
+Added: Commercial Credit Analyst
+Added: Residential Real Estate Sales
+Added: Manager - Columbus, Defiance, Findlay
+Added: Information Technology and
+Added: Assistant Vice President
+Added: Residential Real Estate Sales Manager
Vice President
−Removed: RRE Underwriter
−Removed: Credit Analyst
−Removed: Mortgage Sales Loan Originator
+Added: Outside Mortgage Sales Loan Originator
+Added: Senior Vice President
+Added: Assistant Vice President
+Added: Director of Lending Operations
+Added: Community Development Mortgage
Vice President
−Removed: Technology and
−Removed: Mortgage Sales Loan Originator
−Removed: RRE Underwriter
+Added: Loan Originator
+Added: Senior RRE Underwriter
+Added: Vice President of Marblehead Operations
+Added: Assistant Vice President
Vice President
+Added: Community Development Officer
+Added: Assistant Vice President
+Added: Senior RRE Underwriter
+Added: Outside Mortgage Sales Loan Originator
+Added: Deposit Operations Manager
Vice President
−Removed: Development Mortgage
−Removed: of Lending Operations
−Removed: RRE Underwriter
+Added: Assistant Vice President
+Added: Secondary Market Manager
+Added: Deposit Services Supervisor
Vice President
+Added: Senior Vice President
+Added: Residential Construction Manager
+Added: Director of IT Infrastructure
Vice President
−Removed: Operations Manager
−Removed: Development Officer
−Removed: Mortgage Sales Loan Originator
−Removed: Mortgage Sales Loan Originator
Vice President
−Removed: Services Supervisor
−Removed: Construction Manager
+Added: Outside Mortgage Sales Loan Originator
+Added: Cybersecurity & IT Governance Leader
Vice President
−Removed: of IT Infrastructure
−Removed: Mortgage Sales Loan Originator
−Removed: Cybersecurity
−Removed: & IT Governance Leader
−Removed: Mortgage Sales Loan Originator
−Removed: Processing Engineer
−Removed: Administrator
−Removed: Leader, Fiserv Platform
−Removed: Mortgage Sales Loan Originator
Vice President
−Removed: Administrator- Operations
−Removed: Small Business Lending
−Removed: Operations Services Manager
+Added: Outside Mortgage Sales Loan Originator
+Added: Data Processing Engineer
Vice President
−Removed: Private Banker
−Removed: Management Advisor
−Removed: of Private Banking
Vice President
−Removed: Business Lender
−Removed: Advisor/Director of Brokerage Services
−Removed: Private Banker
−Removed: Manager, Brokerage
+Added: Encompass Administrator
+Added: IT Leader, Fiserv Platform
+Added: Private Banking
+Added: Assistant Vice President
+Added: Senior Vice President
+Added: Banking Center Sales Manager
+Added: Chief Wealth Management Officer
Vice President
−Removed: Management Officer
−Removed: Private Banker
+Added: PCG Private Banker
+Added: Assistant Vice President
Vice President
−Removed: of Treasury Management
+Added: Banking Center Sales Manager
+Added: Trust Operations Services Manager
Vice President
−Removed: Private Banker
−Removed: Licensed Title Manager
+Added: PCG Private Banker
+Added: Assistant Vice President
Vice President
−Removed: Management Officer
+Added: Banking Center Sales Manager
+Added: Retirement Services Manager
Vice President
−Removed: Title Manager
−Removed: of Retail Banking
+Added: PCG Private Banker
+Added: SBA/ Small Business Lending
Vice President
+Added: Wealth Management Advisor
+Added: Assistant Vice President
+Added: Senior Vice President
+Added: PCG Private Banker
+Added: SBA/Small Business
+Added: Lending Manager
+Added: Assistant Vice President
+Added: Investment Advisor
+Added: Assistant Vice President
+Added: PCG Private Banker
+Added: Assistant Vice President
+Added: SBFG Title, LLC
+Added: Small Business Lender
+Added: Retail Banking
+Added: Treasury Management
+Added: Senior Vice President
+Added: Regional Licensed Title Manager
Vice President
−Removed: Services Manager
−Removed: Center Sales Manager II
+Added: Banking Center Sales Manager
Vice President
+Added: Treasury Management Officer
+Added: Assistant Vice President
+Added: Licensed Title Manager
Vice President
−Removed: Investment Officer
−Removed: Sales & Lending Manager
+Added: Head of Retail Banking
Vice President
+Added: Corporate Sales Champion
+Added: Treasury Management Officer II
+Added: Assistant Vice President
Vice President
−Removed: Walth Management Officer
−Removed: Center Sales Manager
+Added: Community Sales & Lending Manager
+Added: Director of Treasury Management
+Added: Assistant Vice President
+Added: Assistant Vice President
+Added: Banking Center Sales Manager
+Added: Treasury Management Officer
+Added: Wealth Management
+Added: Assistant Vice President
+Added: Banking Center Sales Manager
+Added: Executive Vice President
+Added: Retirement Services Manager
+Added: Assistant Vice President
+Added: Banking Center Sales Manager II
+Added: Senior Vice President
+Added: Chief Investment Officer
+Added: Assistant Vice President
+Added: Retail Services & Sales Coordinator
+Added: Bank Security 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.