SB FINANCIAL GROUP, INC.
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 6, 2026
SBFG$28.25-0.6%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
Exhibits
| Exhibit No. | Description | Location |
| 3.1 | Amended Articles of the Company | Incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 31-36785). |
| 3.2 | Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on April 27, 1993 | Incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 31-36785). |
| 3.3 | Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on April 30, 1997 | Incorporated herein by reference to Exhibit 3(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 0-13507). |
| 3.4 | Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on May 27, 2011 | Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 1, 2011 (File No. 0-13507). |
| 3.5 | Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on April 12, 2013 | Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 18, 2013 (File No. 0-13507). |
| 3.6 | Certificate of Amendment by Directors or Incorporators to Articles filed with the Secretary of State of the State of Ohio on November 6, 2014 | Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 12, 2014 (File No. 0-13507). |
| 3.7 | Certificate of Amendment to the Amended Articles of the Company as filed with the Ohio Secretary of State on January 25, 2022 | Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 27, 2022 (File No. 0-13507). |
| 3.8 | Amended Articles of the Company, as amended (reflecting amendments through January 25, 2022) [for SEC reporting compliance purposes only – not filed with the Ohio Secretary of State] | Incorporated herein by reference to Exhibit 3.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 31-36785). |
| 3.9 | Amended and Restated Regulations of the Company | Incorporated herein by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 0-13507). |
| 3.10 | Certificate Regarding Adoption of Amendment to Section 2.01 of the Amended and Restated Regulations of the Company by the Shareholders on April 16, 2009 | Incorporate herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 22, 2009 (File No. 0-13507). |
| 4.1 | Form of 3.65% Fixed-to-Floating Rate Subordinated Note due 2031 | Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 28, 2021 (File No. 0-13507). |
| Exhibit No. | Description | Location | ||
| 4.2 | Form of Subordinated Note Purchase Agreement by and between the Company and the several Purchasers | Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 28, 2021 (File No. 0-13507). | ||
| 4.3 | Indenture, dated as of September 15, 2005, by and between the Company and Wilmington Trust Company, as Debenture Trustee, relating to Floating Rate Junior Subordinated Deferrable Interest Debentures | Incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (File No. 0-13507). | ||
| 4.4 | Amended and Restated Declaration of Trust of Rurban Statutory Trust II, dated as of September 15, 2005 | Incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (File No. 0-13507). | ||
| 4.5 | Guarantee Agreement, dated as of September 15, 2005, by and between the Company and Wilmington Trust Company, as Guarantee Trustee | Incorporated herein by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (File No. 0-13507). | ||
| 4.6 | Agreement to furnish instruments and agreements defining rights of holders of long-term debt | Filed herewith. | ||
| 4.7 | Description of Common Shares of the Company | Incorporated herein by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 31-36785). | ||
| 10.1* | The Company’s Plan to Allow Directors to Elect to Defer Compensation | Incorporated herein by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 0-13507). | ||
| 10.2* | Employees’ Stock Ownership and Savings Plan of the Company | Incorporated herein by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No. 0-13507). | ||
| 10.3* | Employee Stock Purchase Plan of the Company | Incorporated herein by reference to Exhibit 10(z) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No. 0-13507). | ||
| 10.4* | Amended and Restated Employment Agreement, dated January 22, 2018, between the Company and Mark A. Klein | Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No. 01-36785). | ||
| 10.5* | Amended and Restated Change of Control Agreement, dated January 22, 2018, between the Company and Mark A. Klein | Incorporated herein by reference to Exhibit 10.2(a) to the Company’s Current Report on Form 8-K filed January 26, 2018 (File No. 01-36785). |
| Exhibit No. | Description | Location |
| 10.6* | Amended and Restated Change of Control Agreement, dated January 22, 2018, between the Company and Anthony V. Cosentino | 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. 01-36785). |
| 10.7* | Amended Supplemental Executive Retirement Plan Agreement, dated as of January 22, 2018, between the Company and Mark A. Klein | 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). |
| 10.8* | Amended Supplemental Executive Retirement Plan Agreement, dated as of January 22, 2018, between the Company and Anthony V. Cosentino | 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). |
| 10.9* | 2017 Split Dollar Agreement and Endorsement, dated as of January 22, 2018, between The State Bank and Trust Company and Mark A. Klein | 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). |
| 10.10* | 2017 Split Dollar Agreement and Endorsement, dated as of January 22, 2018, between The State Bank and Trust Company and Anthony V. Cosentino | 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). |
| 10.11* | 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. 0-13507). |
| 10.12* | 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. 0-13507). |
| 10.13* | SB Financial Group 2017 Stock Incentive Plan | Incorporated herein by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 31-36785). |
| 10.14 | 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. 001-36785). |
| 10.15* | The State Bank and Trust Company Non-Qualified Deferred Compensation Plan | Filed herewith. |
| 19 | Insider Trading Policy | Filed herewith. |
| 21 | Subsidiaries of Registrant | Filed herewith. |
| 23 | Consent of Forvis Mazars, LLP | Filed herewith. |
| 24 | Power of Attorney of Directors and Executive Officers | Included on signature page of this Annual Report on Form 10-K. |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification – Principal Executive Officer | Filed herewith. |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification – Principal Financial Officer | Filed herewith. |
| 32.1 | Section 1350 Certification – Principal Executive Officer and Principal Financial Officer | Filed herewith. |
| 97 | Clawback Policy | 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. 001-36785). |
| 101 | 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; (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). |
| * | Management contract or compensatory plan or arrangement. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.