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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 23, 2026
(April 22, 2026)
SB FINANCIAL GROUP, INC
(Exact name of registrant as specified in its charter)
| Ohio |
|
001-36785 |
|
34-1395608 |
(State or other
jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 401 Clinton Street, Defiance, OH |
|
43512 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code (419) 783-8950
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
|
Common
Shares, No Par Value 6,281,820 Outstanding at April 23, 2026 |
|
SBFG |
|
The NASDAQ Stock Market, LLC (NASDAQ Capital
Market) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On April 22, 2026, SB Financial Group, Inc. (the
“Company”) issued a press release announcing that its Board of Directors has declared a quarterly shareholder dividend of
$0.16 per share. The dividend is payable on May 29, 2026 to all common shareholders of record as of May 15, 2026.
The information on this item 7.01, including Exhibit
99.1 furnished herewith, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information
be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 (the
“Securities Act”) or the Exchange Act, except as otherwise stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued by SB Financial Group, Inc. on April 23, 2026, announcing a quarterly shareholder dividend. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SB FINANCIAL GROUP, INC. |
| |
|
| Dated: April 23, 2026 |
By: |
/s/ Anthony V. Cosentino |
| |
|
Anthony V. Cosentino
Chief Financial Officer |
INDEX TO EXHIBITS
Current Report on Form
8-K
Dated April 23, 2026
SB Financial Group,
Inc.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued by SB Financial Group, Inc. on April 23, 2026, announcing a quarterly shareholder dividend. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
SB Financial Group Declares Quarterly
Cash Dividend
on Common Stock of $0.16 Cents
Defiance, OH, April 23, 2026 – SB Financial
Group, Inc. (NASDAQ: SBFG) ("SB Financial") announced that its board of directors passed a resolution declaring a quarterly
cash dividend of $0.16 per common share, payable on May 29, 2026, to shareholders of record as of May 15, 2026.
“We are quite pleased to return to our shareholders
a common dividend of $0.16 per share representing a 7 percent increase over the prior year of $0.15 and collectively, for the last four
quarters, $0.62 per share vs. $0.58 per share or 7 percent over the previous four quarters, and represents a 2.8 percent yield.”
said Mark Klein, Chairman, President and CEO of SB Financial.
About SB Financial Group
Headquartered in Defiance, Ohio, SB Financial
is a diversified financial services holding company for the State Bank & Trust Company (State Bank) and SBFG Title, LLC dba Peak Title
(Peak Title). State Bank provides a full range of financial services for consumers and small businesses, including wealth management,
private client services, mortgage banking and commercial and agricultural lending, operating through a total of 27 offices: 25 in eleven
Ohio counties and two in Northeast, Indiana, and 27 ATMs. State Bank has four loan production offices located throughout the Tri-State
region of Ohio and Indiana. Peak Title provides title insurance and title opinions throughout the Tri-State and Kentucky. SB Financial’s
common stock is listed on the NASDAQ Capital Market with the ticker symbol “SBFG”.
Forward-Looking Statements
Certain statements within this document, which
are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements involve risks and uncertainties, and actual results may differ materially from those predicted
by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties inherent in
the national and regional banking industry, changes in economic conditions in the market areas in which SB Financial and its subsidiaries
operate, changes in policies by regulatory agencies, changes in accounting standards and policies, changes in tax laws, fluctuations in
interest rates, demand for loans in the market areas in SB Financial and its subsidiaries operate, increases in FDIC insurance premiums,
changes in the competitive environment, losses of significant customers, geopolitical events, the loss of key personnel and other risks
identified in SB Financial’s Annual Report on Form 10-K and documents subsequently filed by SB Financial with the Securities and
Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and SB Financial undertakes no obligation
to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, except as required
by law. All subsequent written and oral forward-looking statements attributable to SB Financial or any person acting on its behalf are
qualified by these cautionary statements.
Investor Contact Information:
Mark A. Klein
Chairman, President and
Chief Executive Officer
Mark.Klein@YourStateBank.com
Anthony V. Cosentino
Executive Vice President
and
Chief Financial Officer
Tony.Cosentino@YourStateBank.com