| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
SB Financial Group, Inc (SBFG) (Name of Issuer) |
Common Stock (Title of Class of Securities) |
78408D105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 78408D105 |
| 1 | Names of Reporting Persons FJ Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 371,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.59 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
Comment for Type of Reporting Person:
Relating to items 6, 8 and 9 of this page: Consists of 371,571 shares of common stock of the Issuer held by Financial Opportunity Fund LLC which FJ Capital Management LLC is the managing member; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.
SCHEDULE 13G |
| CUSIP No. | 78408D105 |
| 1 | Names of Reporting Persons Financial Opportunity Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 371,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.59 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Relating to items 6, 8 and 9 of this page: Consists of 371,571 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.
SCHEDULE 13G |
| CUSIP No. | 78408D105 |
| 1 | Names of Reporting Persons Martin Friedman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 371,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.59 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Relating to items 6, 8 and 9 of this page: Consists of 371,571 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: SB Financial Group, Inc (SBFG) |
| (b) | Address of issuer's principal executive
offices: 401 Clinton Street, Definance, OH 43512 |
| Item 2. | |
| (a) | Name of person filing: This Schedule 13G is being filed on behalf of the following Reporting Persons:
FJ Capital Management LLC
Financial Opportunity Fund LLC
Martin Friedman |
| (b) | Address or principal business office or, if
none, residence: FJ Capital Management LLC
7901 Jones Branch Drive, Suite 210
McLean, VA 22102
Financial Opportunity Fund LLC
7901 Jones Branch Drive, Suite 210
McLean, VA 22102
Martin Friedman
7901 Jones Branch Drive, Suite 210
McLean, VA 22102 |
| (c) | Citizenship: Financial Opportunity Fund LLC, and FJ Capital Management LLC - Delaware limited liability companies
Martin Friedman - United States citizen
|
| (d) | Title of class of securities: Common Stock |
| (e) | CUSIP No.: 78408D105 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: FJ Capital Management LLC - 371,571 shares
Financial Opportunity Fund LLC - 371,571 shares
Martin Friedman - 371,571 shares
|
| (b) | Percent of class: FJ Capital Management LLC - 5.59%
Financial Opportunity Fund LLC - 5.59%
Martin Friedman - 5.59% % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: | |
| (ii) Shared power to vote or to direct the
vote: FJ Capital Management LLC - 371,571 shares
Financial Opportunity Fund LLC - 371,571 shares
Martin Friedman - 371,571 shares
| |
| (iii) Sole power to dispose or to direct the
disposition of: | |
| (iv) Shared power to dispose or to direct the
disposition of: FJ Capital Management LLC - 371,571 shares
Financial Opportunity Fund LLC - 371,571 shares
Martin Friedman - 371,571 shares
| |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
|
|
|
|
|
|
|