[8-K] SB Financial Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Copeland Capital Management, LLC, an investment adviser organized in Delaware, has filed a Schedule 13G indicating that it now holds a beneficial ownership of 676,795 shares of US Physical Therapy, Inc. (USPH) common stock, representing 5.85 % of the outstanding class as of 30 June 2025.

The firm reports:

• Sole voting power: 583,323 shares
• Shared voting power: 156,873 shares
• Sole dispositive power: 583,323 shares
• Shared dispositive power: 156,873 shares

The filing is made under Rule 13d-1(b) as Copeland qualifies as an investment adviser ("IA"). The certification is signed by Sofia A. Rosala, General Counsel & CCO, on 18 July 2025.

This disclosure signals that Copeland has crossed the 5 % reporting threshold, giving investors insight into evolving institutional ownership levels in USPH.

Insights

Institutional Ownership Analyst

TL;DR: Copeland discloses 5.85 % USPH stake—material visibility but no control shift.

The new Schedule 13G shows Copeland Capital Management accumulating 676,795 USPH shares. Crossing the 5 % threshold is noteworthy because it can improve liquidity perception and may reflect confidence in USPH’s fundamentals. However, the filing is passive (13G, not 13D), so no activism intent is declared. Copeland retains largely sole voting/dispositive power, indicating centralized decision-making within the adviser. Absent additional context on purchase timing or cost basis, the impact remains informational rather than strategic.

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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) July 21, 2025 (July 21, 2025)

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 6,378,271 Outstanding at July 21, 2025		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 July 21, 2025, SB Financial Group, Inc. (the “Company”) issued a press release announcing that its Board of Directors has declared a quarterly shareholder dividend of $0.15 per share. The dividend is payable on August 29, 2025 to all common shareholders of record as of August 15, 2025.

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 July 21, 2025, announcing a quarterly shareholder dividend.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: July 21, 2025	By:	/s/ Anthony V. Cosentino
		Anthony V. Cosentino Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K

Dated July 21, 2025

SB Financial Group, Inc.

Exhibit No.		Description
99.1		Press release issued by SB Financial Group, Inc. on July 21, 2025, announcing a quarterly shareholder dividend.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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