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Section 1: 8-K (FORM 8-K)




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) July 22, 2019 (July 17, 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):


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o 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 registererd

Common Shares, No Par Value

6,553,371 Outstanding at July 22, 2019


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 o


 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 22, 2019, SB Financial Group, Inc. (the “Company”) issued a press release announcing that its Board of Directors has declared a quarterly shareholder dividend of $0.09 per share. The dividend is payable on August 23, 2019 to all common shareholders of record as of August 9, 2019.


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 22, 2019, announcing a quarterly shareholder dividend.





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: July 22, 2019 By:  /s/ Anthony V. Cosentino
    Anthony V. Cosentino
Chief Financial Officer





Current Report on Form 8-K

Dated July 22, 2019


SB Financial Group, Inc.



Exhibit No.   Description
99.1   Press release issued by SB Financial Group, Inc. on July 22, 2019, announcing a quarterly shareholder dividend.



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Exhibit 99.1



SB Financial Group Declares Quarterly Cash Dividend

on Common Stock of $0.09 Cents



Defiance, OH, July 22, 2019 – SB Financial Group (NASDAQ: SBFG) ("SB Financial") announced that its board of directors passed a resolution declaring a quarterly cash dividend of $0.09 per common share, payable on August 23, 2019, to shareholders of record as of August 9, 2019.


“We are quite pleased to return to our shareholders a common dividend of $0.09 a share representing a 13 percent increase over the prior year quarter and collectively, for the last four quarters, $0.35 per share or 13 percent over the previous four quarters, of $0.31.” 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 20 offices; 19 in nine Ohio counties and one in Fort Wayne, Indiana, and 25 full-service ATMs. State Bank has seven 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”.  SB Financial’s preferred stock is listed on the NASDAQ Capital Market under the symbol “SBFGP”.  


In May 2019, SB Financial was ranked #94 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”).


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:

Anthony V. Cosentino

Executive Vice President

Chief Financial Officer

[email protected]




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