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)December 26, 2019 (December 26, 2019)
SB FINANCIAL GROUP, INC
(Exact name of registrant as specified in its charter)
| Ohio | | 0-13507 | | 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 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. ☐
| 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 |
| 6,396,443 Outstanding at December 26, 2019 | | | | (NASDAQ Capital Market) |
Item 8.01.Other Events
On December 26, 2019, the company announced the mandatory conversion of all of its 6.50% Noncumulative Convertible Perpetual Preferred Shares, Series A (“Series A Preferred Shares”), and all of its Depositary Shares, each representing a 1/100th ownership interest in a Series A Preferred Share, into common shares, no par value, of the Company (“Common Shares”) in accordance with the terms of the Series A Preferred Shares and Depositary Shares. The effective date of the conversion is December 26, 2019.
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. The Company 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”).
Item 9.01.Financial Statements and Exhibits.
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: December 26, 2019 | By: | /s/ Anthony V. Cosentino |
| | | Anthony V. Cosentino |
| | | Chief Financial Officer |
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated December 26, 2019
SB Financial Group, Inc.
3
