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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G/A
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 8)*
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SB Financial Group, Inc. (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
78408D105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | 78408D105 |
| 1 |
Names of Reporting Persons
The State Bank and Trust Company |
| 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
OHIO
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
304,286.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
304,286.00 |
| 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)
4.67 % |
| 12 |
Type of Reporting Person (See Instructions)
BK |
| CUSIP No. | 78408D105 |
| 1 |
Names of Reporting Persons
SB Financial Group, Inc. Employee Stock Ownership Plan |
| 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
OHIO
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
304,286.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
304,286.00 |
| 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)
4.67 % |
| 12 |
Type of Reporting Person (See Instructions)
EP |
| Item 1. | ||
| (a) |
Name of issuer:
SB Financial Group, Inc. | |
| (b) |
Address of issuer's principal executive offices:
401 Clinton Street, Defiance, Ohio 43512 | |
| Item 2. | ||
| (a) |
Name of person filing:
The State Bank and Trust Company
SB Financial Group, Inc. Employee Stock Ownership Plan | |
| (b) |
Address or principal business office or, if none, residence:
The State Bank and Trust Company
401 Clinton Street
Defiance, Ohio 43512
SB Financial Group, Inc. Employee Stock Ownership Plan
The State Bank and Trust Company, Trustee
401 Clinton Street
Defiance, Ohio 43512 | |
| (c) |
Citizenship:
The State Bank and Trust Company -
Organized under the laws of Ohio
SB Financial Group, Inc. Employee Stock Ownership Plan -
Organized under the laws of Ohio | |
| (d) |
Title of class of securities:
Common Shares, without par value | |
| (e) |
CUSIP No.:
78408D105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☒ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☒ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☒ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) |
Amount beneficially owned:
The State Bank and Trust Company: 304,286
SB Financial Group, Inc. Employee Stock Ownership Plan: 304,286 | |
| (b) |
Percent of class:
The State Bank and Trust Company: 4.67%
SB Financial Group, Inc. Employee Stock Ownership Plan: 4.67% %
| |
| (c) |
Number of shares as to which the person has:
| |
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(i) Sole power to vote or to direct the vote:
The State Bank and Trust Company: -0-
SB Financial Group, Inc. Employee Stock Ownership Plan: -0- | ||
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(ii) Shared power to vote or to direct the vote:
The State Bank and Trust Company: -0-
SB Financial Group, Inc. Employee Stock Ownership Plan: -0- | ||
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(iii) Sole power to dispose or to direct the disposition of:
The State Bank and Trust Company: -0-
SB Financial Group, Inc. Employee Stock Ownership Plan: -0- | ||
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(iv) Shared power to dispose or to direct the disposition of:
The State Bank and Trust Company: 304,286
SB Financial Group, Inc. Employee Stock Ownership Plan: 304,286 | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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The State Bank and Trust Company |
| Signature: | /s/ Anthony V. Cosentino | |
| Name/Title: | Anthony V. Cosentino/Chief Financial Officer | |
| Date: | 02/11/2025 |
SB Financial Group, Inc. Employee Stock Ownership Plan |
| Signature: | /s/ Anthony V. Cosentino | |
| Name/Title: | Anthony V. Cosentino/Chief Financial Officer | |
| Date: | 02/11/2025 |
EXHIBIT A
AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G being filed with the Securities and Exchange Commission to report their beneficial ownership of more than 5% of the common shares of SB Financial Group, Inc., an Ohio corporation, shall be, and is, filed on behalf of each of the undersigned.
| THE STATE BANK AND TRUST COMPANY | ||||
| Date: February 11, 2025 | By: | /s/ Anthony V. Cosentino | ||
| Anthony V. Cosentino, Chief Financial Officer | ||||
| SB FINANCIAL GROUP, INC. | ||||
| EMPLOYEE STOCK OWNERSHIP PLAN | ||||
| By: | The State Bank and Trust Company, Trustee | |||
| Date: February 11, 2025 | By: | /s/ Anthony V. Cosentino | ||
| Anthony V. Cosentino, Chief Financial Officer | ||||