8-K - SBFG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2021 (September 1, 2021)

SB FINANCIAL GROUP, INC

(Exact name of registrant as specified in its charter)

Ohio	0-13507	34-1395608
(State or other jurisdiction <br><br>of incorporation)	(Commission File Number)	(IRS Employer<br><br> <br>Identification No.)
401 Clinton Street, Defiance, OH	43512
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(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<br>Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 1 4a- 12 under the Exchange<br>Act (17 CFR 240.1 4a- 12)
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☐	Pre-commencement communications pursuant to Rule 1 4d-2(b)<br>under the Exchange Act (17 CFR 240.1 4d-2(b))
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☐	Pre-commencement communications pursuant to Rule 1 3e-4(c)<br>under the Exchange Act (17 CFR 240.1 3e-4(c))
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Title of each class	Trading symbol(s)	Name of each exchange on which registered
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Common Shares, No Par Value 7,002,107<br> Outstanding at September 2, 2021	SBFG	The NASDAQ Stock Market, LLC<br><br>(NASDAQ Capital<br>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 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On September 1, 2021, the Board of Directors of SB Financial Group, Inc. (the “Company”), upon the recommendation of the Governance and Nominating Committee, appointed Timothy L. Claxton to serve as an independent Director on the Board of Directors of the Company and The State Bank and Trust Company (“State Bank”). Mr. Claxton’s term as a Director will expire at the annual meeting of shareholders in 2023.

Mr. Claxton brings to the Company over 32 years of experience in financial law and has exceptional leadership skills. He graduated from Indiana University School of Law. He is a partner at Burt Blee and he focuses his practice in areas of real estate, business, banking and estate planning & administration. He a member of the DeKalb County Bar Association, Indiana State Bar Association and the Allen County Bar Association (Past Director).

Mr. Claxton has been very active in a variety of civic and business activities, including serving on State Bank’s Fort Wayne Advisory Board. He is the Secretary and Director of Stavreti Scholarship, Inc., a former Big Brother in the Big Brothers /Big Sisters program, and an active member of the Volunteer Lawyers Program (Past Officer/Director).

The Company’s Board of Directors has determined that Mr. Claxton and his immediate family members do not have and have not had any relationships or transactions (and no such relationships or transactions are presently expected) with the Company or any of the Company’s subsidiaries, either directly or indirectly, that (a) would be inconsistent with the determination that Mr. Claxton satisfies the independence standards specified in the applicable rules of The NASDAQ Stock Market and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”), including Rule 10A-3 under the Securities Act of 1934, as amended, or (b) would require disclosure under Item 404(a) of SEC Regulation S-K.

Item 9.01.	Financial Statements and Exhibits.
(a)	Not Applicable
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(b)	Not Applicable
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(c)	Not Applicable
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(d)	Exhibits
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Exhibit No.	Description
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99.1	Press Release issued by SB Financial Group, Inc. on September 1, 2021
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: September 2, 2021	By:	/s/ Anthony V. Cosentino
		Anthony V. Cosentino
		Executive Vice President and <br><br>Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K

Dated September 2, 2021

SB Financial Group, Inc.

Exhibit No.	Description
99.1	Press Release issued by SB Financial Group, Inc. on September 1, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Exhibit 99.1

Photo Release -- SB Financial Group, Inc. Welcomes Timothy L. Claxton as New Director

Company Release - 9/1/2021

DEFIANCE, OH September 1, /PRNewswire/ -- SB Financial Group, Inc. (NASDAQ: SBFG)(“SB Financial” or the “Company”), a diversified financial services company providing full-service community banking, mortgage banking, wealth management, private client and title insurance services today announced that the Board of Directors, upon the recommendation of the Governance and Nominating Committee, appointed Timothy L. Claxton to serve as an independent Director on the Board of Directors of the Company and The State Bank and Trust Company (“State Bank”). Mr. Claxton’s term as a Director will expire at the annual meeting of shareholders in 2023. Mark A. Klein, President and CEO of SB Financial and State Bank, stated, “We are pleased that Tim will be joining both of our corporate boards. He brings over 32 years experience in financial law and has exceptional leadership skills. Tim is also very active within his community, serving most recently on our Fort Wayne Advisory Board. Speaking on behalf of our entire organization, we welcome him to our boards.”

Timothy L. Claxton

Mr. Claxton is a partner at Burt Blee. He focuses his practice in the areas of real estate, business, banking, and estate planning and administration. Within his practices areas, Tim has extensive experience in business acquisitions, banking, estate planning and administration, loan documentation and mortgage foreclosure. He is a member of the Indiana State Bar Association, DeKalb County Bar Association, and member and former director of the Allen County Bar Association.

Outside of the firm, Mr. Claxton is actively involved in the Fort Wayne community. He is the Secretary and Director of Stavreti Scholarship, Inc., a former Big Brother in the Big Brothers /Big Sisters program, and an active member of the Volunteer Lawyers Program (Past Officer/Director).

Mr. Claxton resides in Fort Wayne with his wife Sheila and is the father of three adult children, who reside throughout the Midwest.

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 23 offices; 22 in nine Ohio counties and one in Fort Wayne, Indiana, and 24 full-service ATMs. State Bank has five loan production offices located throughout the Tri-State region of Ohio, Indiana and Michigan. Peak Title provides title insurance and opinions throughout the Tri-State region. SB Financial’s common stock is listed on the NASDAQ Capital Market under the symbol “SBFG”.

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