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Section 1: 8-K (CURRENT REPORT)


Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) May 20, 2019 (May 15, 2019)



(Exact name of registrant as specified in its charter)


Ohio   0-13507   34-1395608
(State or other jurisdiction of incorporation)  


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 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)


Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))


Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))


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. ☐

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   SBFG   The NASDAQ Stock Market, LLC
6,452,921 Outstanding at May 20, 2019        (NASDAQ Capital Market)







Item 7.01. Regulation FD Disclosure.


On May 15, 2019, the Board of Directors of SB Financial Group, Inc., Defiance, Ohio declared a quarterly cash dividend of $16.25 per share ($0.1625 per depository share) on its 6.50% Noncumulative Convertible Preferred Shares, Series A (the “Series A Preferred Shares”) payable on June 15, 2019 to shareholders of record as of May 31, 2019. The dividend on the Series A Preferred Shares is for the dividend period from March 15, 2019 to, but excluding, June 15, 2019.


Headquartered in Defiance, Ohio, SB Financial is a diversified financial services holding company for the State Bank & Trust Company (State Bank). 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 20 offices; 19 in nine Ohio counties and one in Fort Wayne, Indiana, and 26 full-service ATMs. The Company has seven loan production offices located throughout the Tri-State region of Ohio, Indiana and Michigan. SB Financial’s common stock is listed on the NASDAQ Capital Market under the symbol “SBFG”.  SB Financial’s preferred stock is listed on the NASDAQ Capital Market under the symbol “SBFGP”.  


In May 2018, SB Financial was ranked #72 on the American Banker Magazine’s list of Top 200 Publicly Traded Community Banks and Thrifts based on three-year average return on equity (“ROE”).








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.


Dated: May 20, 2019 By:  /s/ Anthony V. Cosentino
    Anthony V. Cosentino
Chief Financial Officer




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