What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-07 · 198 added, 272 removed, 238 unchanged (66% of the section changed)

5 unchanged sentences

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

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;

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

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.

● 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 this 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

7 unchanged sentences

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

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.

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.

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.

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, 2025, 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, 2025, the Company’s internal control over financial

reporting was 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 SEC that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

Management’s report was not subject to attestation by

the Company’s registered public accounting 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.

in Internal Controls Over Financial Reporting

3 unchanged sentences

Other Information.

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

Rule 10b5-1 trading arrangements or any non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation

(b) During the quarter ended December 31, 2025, no director or officer (as defined under Rule 16a-1(f) of the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

12 unchanged sentences

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

2025 Proxy Statement under the caption “SECTION 16(a) REPORTS” To the extent that disclosure of information is required.

2026 Proxy Statement under the caption “SECTION 16(a) REPORTS.”

Charters and Code of Conduct and Ethics

The 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 Overview” and

then “Governance Documents”.

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

by first clicking “Corporate Overview” and then “Governance Documents”.

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:

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 Overview” and then “Governance Documents”.

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 by first clicking “Corporate Overview” and then “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.

4 unchanged sentences

A copy of the Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

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 Committee” in the Company’s 2025 Proxy Statement.

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 Committee” in the Company’s 2026 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 2026 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 2024 Annual Meeting of Shareholders held on April

The procedures

by which shareholders of the Company may 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 2025 Annual Meeting of Shareholders held on April 17, 2025.

Executive Compensation .

13 unchanged sentences

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

Equity compensation plans approved by security holders

plans approved

($ in thousands, except per share data)

8 unchanged sentences

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 2025 Proxy Statement under the caption

“AUDIT COMMITTEE DISCLOSURE”.

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

2026 Proxy Statement under the caption “AUDIT COMMITTEE DISCLOSURE”.

Exhibits and Financial Statement Schedules.

Financial Statements

(a)(1) Financial

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

10 unchanged sentences

to Consolidated Financial Statements

● Report of Independent Registered Public Accounting Firm (Forvis Mazars,

Financial Statement Schedules

of Independent Registered Public Accounting Firm (Forvis Mazars, LLP)

(a)(2) Financial

Statement Schedules

schedules for which provision is made in the applicable accounting regulations of the SEC 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

4 unchanged sentences

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

Financial Statement Schedules

Statement Schedules

Form 10-K Summary.

44 unchanged sentences

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 David A.

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.

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 Supplemental Executive Retirement Plan Agreement, dated as of January 22, 2018, 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.

Amended Supplemental Executive Retirement Plan Agreement, dated as of January 22, 2018, 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.

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.

2017 Split Dollar Agreement and Endorsement, dated as of January 22, 2018, between 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.

2017 Split Dollar Agreement and Endorsement, dated as of January 22, 2018, between 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.

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

1 unchanged sentence

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

Incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December

31, 2024 (File No.

The State Bank and Trust Company Non-Qualified Deferred Compensation Plan

Filed herewith.

2024 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.

Insider Trading Policy

Filed herewith.

Subsidiaries of Registrant

3 unchanged sentences

Power of Attorney of Directors and Executive Officers

Included on signature page of this Annual Report

on Form 10-K.

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

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

5 unchanged sentences

Clawback Policy

Filed herewith.

The following materials from SB Financial Group Inc.’s 2024 Annual

Report and incorporated therefrom in SB Financial Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31,

2024, formatted in XBRL (extensible business reporting language) pursuant to Rule 405 of Regulation S-T:

(i) the Consolidated Balance

Sheets as of December 31, 2024 and 2023;

Incorporated herein by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,

2024 (File No.

The following materials from SB Financial Group Inc.’s 2025 Annual Report and incorporated therefrom in SB Financial Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in XBRL (extensible business reporting language) pursuant to Rule 405 of Regulation S-T:

(i) the Consolidated Balance Sheets as of December 31, 2025 and 2024;

(ii) the Consolidated Statements of Income for the years ended December 31, 2025 and 2024;

the Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023;

(iv) the Consolidated Statements of

Changes in Shareholders’ Equity for the years ended December 31, 2024 and 2023;

(v) the Consolidated Statements of Cash Flows for

the years ended December 31, 2024 and 2023;

(iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024;

(iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024;

(v) the Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024;

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

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

* Management contract or compensatory plan or arrangement.

* Management 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

1 unchanged sentence

SB FINANCIAL GROUP, INC.

/s/ Anthony V.

March 6, 2026

Cosentino, Executive Vice President and Chief Financial Officer

Cosentino, Executive Vice President and

Financial Officer

ALL MEN BY THESE PRESENTS, that each undersigned officer and/or director of SB Financial Group, Inc., an Ohio corporation (the “Company”),

17 unchanged sentences

March 6, 2026

Executive Vice President and Chief Financial Officer

Executive Vice President and

Chief Financial Officer

/s/ George W.

March 6, 2026

/s/ Gaylyn J.

/s/ Timothy L.

March 6, 2026

/s/ Gaylyn J.

March 6, 2026

/s/ Richard L.

March 6, 2026

5 unchanged sentences

March 6, 2026

/s/ Timothy L.

March 6, 2026

Officers List

SB Financial Group, Inc.

Senior Vice President

Chief Marketing Officer

Fulton/Williams County

Chairman, President and

Market Executive

Chief Executive Officer

Financial Group, Inc.

President and

Vice President

CHRISTOPHER A.

Corporate HR Strategic Manager

Senior Vice President

Executive Vice President

Findlay Market Executive

Chief Financial Officer

Executive Officer

Green and Toledo

Vice President

Commercial Banking

Human Resources Manager

Executive Vice President

Corporate Secretary

Senior Vice President

Assistant Vice President

Commercial Services Officer III

The State Bank and Trust Company

Loan Review Officer

Financial Officer

Resources Manager

Vice President

Services Officer III

CRA & Fair Lending Officer

State Bank and Trust Company

Vice President

Lending Manager

Administration

Senior Vice President

Assistant Vice President

Ag Lending Manager

Asset Liability Manager

Chairman, President and

(COREY) DEMING

Chief Executive Officer

Review Officer

President and

Vice President

Assistant Vice President

Commercial Services Officer III

Accountant III

Executive Vice President

Chief Financial Officer

Services Officer III

Executive Officer

Center Administrator

Vice President

Assistant Vice President

Commercial Services Officer III

Risk Management Specialist, BSA Officer

Executive Vice President

Chief Operations Officer

Vice President

Assistant Vice President

Commercial Services Officer I

ERNESTO GAYTAN

Quality Control Manager

Executive Vice President

Chief Technology Innovation Officer

Services Officer III

Financial Officer

Vice President

Officer, Executive Assistant

Commercial Services Officer I

Corporate Secretary

Executive Vice President

Chief Lending Officer

Regional Executives

Vice President

Commercial Services Officer I

Executive Vice President

Market President

Residential Real Estate Executive

Services Officer I

Operations Officer

Management Specialist, BSA Officer

Vice President

Commercial Services Officer I

Senior Vice President

Bowling Green, Toledo & Lake Erie

Market Executive

Vice President

Commercial Services Officer III

Senior Vice President

Director of Loan Quality & Recovery

Lima Market Executive

Assistant Vice President

Commercial Services Officer I

Senior Vice President

Director of Human Resources

Fort Wayne Market Executive

Credit Administration

Services Officer II

Technology Innovation Officer

Control Manager

Vice President

Executive Assistant

Services Officer I

Lending Officer

Vice President

IT Project Manager

Outside Mortgage Sales Loan Originator

Senior Vice President

Credit Administration Manager

Assistant Vice President

Services Officer I

Vice President

Systems Administrator- Operations

Outside Mortgage Sales Loan Originator

Senior Vice President

Chief Credit Officer

Vice President

Quality Control Analyst - Deposits

Community Development Mortgage

Services Officer I

of Loan Quality & Recovery

Vice President

Loan Originator

Senior Credit Analyst

Mortgage Lending

Assistant Vice President

Market Executive

Vice President

Senior Vice President

Senior RRE Underwriter

Collections and Resource Recovery

Residential Real Estate Sales

Marketing Officer

Vice President

Wayne Market Executive

of Talent Management

Vice President

Fulton/Williams

Administration

Processing Engineer

Administrator

Manager - Indianapolis Region

Assistant Vice President

Residential Real Estate Sales Manager

Senior Vice President

Cincinnati Region

Commercial Credit Analyst

Residential Real Estate Sales

Manager - Columbus, Defiance, Findlay

Information Technology and

Assistant Vice President

Residential Real Estate Sales Manager

Vice President

Outside Mortgage Sales Loan Originator

Senior Vice President

Assistant Vice President

Director of Lending Operations

Community Development Mortgage

Credit Officer

Leader, Fiserv Platform

Mortgage Sales Loan Originator

Credit Analyst

Banking Officer

Mortgage Sales Loan Originator

and Resource Recovery

Administrator

Vice President

Loan Originator

Senior RRE Underwriter

Vice President of Marblehead Operations

Assistant Vice President

Administrator- Operations

Development Mortgage

Credit Analyst

Control Analyst - Deposits

Vice President

Community Development Officer

Assistant Vice President

Senior RRE Underwriter

Outside Mortgage Sales Loan Originator

Deposit Operations Manager

RRE Underwriter

of Consumer Lending

Vice President

Assistant Vice President

Secondary Market Manager

Deposit Services Supervisor

Technology and

Executive Vice

Real Estate Sales Manager

Real Estate Sales

- Columbus, Defiance, Findlay

Vice President

Senior Vice President

Residential Construction Manager

Director of IT Infrastructure

Vice President

of Lending Operations

Vice President

Outside Mortgage Sales Loan Originator

Cybersecurity & IT Governance Leader

Mortgage Sales Loan Originator

Real Estate Sales

- Indianapolis Region

Vice President

of Deposit Operations

RRE Underwriter

Mortgage Sales Loan Originator

Vice President

Outside Mortgage Sales Loan Originator

Data Processing Engineer

Vice President

Services Manager

Real Estate Sales Manager

RRE Underwriter

Vice President

Encompass Administrator

IT Leader, Fiserv Platform

Private Banking

Assistant Vice President

Senior Vice President

Banking Center Sales Manager

Chief Wealth Management Officer

Vice President

PCG Private Banker

Assistant Vice President

Servicing Supervisor

Development Mortgage

RRE Underwriter

Servicing Supervisor

Vice President

Banking Center Sales Manager

Trust Operations Services Manager

Development Officer

Market Manager

Mortgage Sales Loan Originator

Vice President

PCG Private Banker

Assistant Vice President

Information Security &

Infrastructure

Construction Manager

Cybersecurity

& IT Governance Leader

Mortgage Sales Loan Originator

Vice President

Banking Center Sales Manager

Retirement Services Manager

Center Sales Manager

Operations Services Manager

Private Banker

Vice President

PCG Private Banker

SBA/ Small Business Lending

Center Sales Manager

Management Advisor

Private Banker

Vice President

Wealth Management Advisor

Assistant Vice President

Senior Vice President

PCG Private Banker

SBA/Small Business

Lending Manager

Assistant Vice President

Investment Advisor

Assistant Vice President

PCG Private Banker

Assistant Vice President

SBFG Title, LLC

Small Business Lender

Retail Banking

Treasury Management

Senior Vice President

Regional Licensed Title Manager

Vice President

Banking Center Sales Manager

Center Sales Manager

Private Banker

Small Business Lending

Vice President

Treasury Management Officer

Assistant Vice President

Vice President

Private Banker

Licensed Title Manager

Vice President

Head of Retail Banking

Private Banker

Management Officer II

Center Sales Manager

Management Officer

of Consumer Banking

of Treasury Management

Vice President

Corporate Sales Champion

Treasury Management Officer II

Assistant Vice President

Center Sales Manager

Vice President

Community Sales & Lending Manager

Director of Treasury Management

Assistant Vice President

Banking Center Sales Manager

Treasury Management Officer

Wealth Management

Assistant Vice President

Banking Center Sales Manager

Executive Vice President

Retirement Services Manager

Assistant Vice President

Banking Center Sales Manager II

Senior Vice President

Chief Investment Officer

Assistant Vice President

Retail Services & Sales Coordinator

Bank Security Officer

Services Manager

Vice President

Center Sales Manager

Vice President

Wealth Management Officer

Vice President

Center Sales Manager II

Management Advisor

Vice President

Services & Sales Coordinator

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.

What changed 10-K

Item 9A. Controls and Procedures