SBFG SB Finanical Group Inc

 

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) January 21, 2025 (January 21, 2025)

 

SB FINANCIAL GROUP, INC

(Exact name of registrant as specified in its charter)

 

Ohio		001-36785		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 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

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

 

☐

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 6,538,641 Outstanding at January 21, 2025		SBFG		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 ☐

 

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 January 17, 2025, the Company issued a press release regarding the matters described in Item 8.01 of this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Forward Looking Statements

 

This report contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. Readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations.

 

The Company undertakes no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances.

 

Item 8.01. Other Events.

 

On January 17, 2025, SB Financial Group, Inc. (“the Company”), completed its previously announced acquisition of Marblehead Bancorp, Inc. (“Marblehead”), parent company of the Marblehead Bank of Marblehead, Ohio. The Merger agreement was unanimously approved by the Boards of Directors of both bank holding companies and their subsidiary banks in accordance with the terms of the previously announced agreement.

 

As a result of the Merger, each share of Marblehead common stock was exchanged for $196.31 in cash.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, Dated January 17, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

	SB FINANCIAL GROUP, INC.
January 21, 2025	By:	/s/ Anthony V. Cosentino
		Anthony V. Cosentino
		Chief Financial Officer

 

 

2

Exhibit 99.1

 

 

January 17, 2025

 

FOR IMMEDIATE RELEASE

 

SB Financial Group Announces Completion of Acquisition of Marblehead Bancorp

 

The State Bank and Trust Company expands footprint to Ottawa County, Ohio

 

Defiance, Ohio and Marblehead, Ohio, January 17, 2025 – SB Financial Group, Inc. (NASDAQ: SBFG) (“SB Financial”), parent company of The State Bank and Trust Company (“State Bank”), announced today the successful closing of the previously announced acquisition of Marblehead Bancorp, Inc. ("Marblehead"), parent company of The Marblehead Bank of Marblehead, Ohio (“The Marblehead Bank”). Upon the closing of the merger, Marblehead was combined and merged with and into SB Financial and Marblehead Bank was merged with and into State Bank. The merger agreement was unanimously approved by the Boards of Directors of both bank holding companies and their subsidiary banks and was approved and adopted by the shareholders of Marblehead in accordance with the terms of the merger agreement.

 

"We are delighted to welcome the staff, clients, community members, and former shareholders of Marblehead and The Marblehead Bank to the SB Financial and State Bank family," said Mark A. Klein, State Bank Chairman, President, and CEO. "Both of our banks share a deep commitment to serving our stakeholders, and this merger strengthens our ability to deliver personalized financial solutions and community-focused service. I am excited to see our teams come together to enhance the banking experience for our customers and foster continued growth in the communities we proudly serve."

 

Under the terms of the merger agreement, shareholders of Marblehead Bancorp received $196.31 in cash in exchange for each share of Marblehead Bancorp common stock for a transaction valued in aggregate at approximately $5.0 million.  

 

This merger marks a significant milestone in SB Financial’s growth, extending our presence in the vibrant and expanding Northwest Ohio region. By joining forces with The Marblehead Bank, we are better positioned to serve the Marblehead community with an expanded suite of financial products and services. The combined organization, now managing approximately $1.4 billion in assets, is equipped to deliver exceptional service and innovative financial solutions, reflecting our commitment to fostering economic growth in the communities we serve.

 

Vorys, Sater, Seymour and Pease LLP served as legal counsel to SB Financial. Janney Montgomery Scott served as financial advisor to Marblehead and provided a fairness opinion to its Board of Directors. Shumaker, Loop & Kendrick, LLP served as Marblehead’s legal counsel.

 

About SB Financial Group, Inc.

 

Headquartered in Defiance, Ohio, SB Financial is a diversified financial services holding company for The State Bank and 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 25 offices: 24 in ten Ohio counties and one in Fort Wayne, Indiana, and 25 ATMs. State Bank has six loan production offices located throughout the Tri-State region of Ohio, Indiana and Michigan. Peak Title provides title insurance and title opinions throughout the Tri-State region. SB Financial’s common stock is listed on the NASDAQ Capital Market with the ticker symbol “SBFG”.

 

 

About Marblehead Bancorp

 

Headquartered in Marblehead, Ohio, Marblehead is the holding company for The Marblehead Bank. Established in March 1907, The Marblehead Bank was founded to provide local banking services to the residents of the Village of Marblehead, Danbury Township, and nearby communities located on the central shores and islands of Lake Erie. It remains the only brick and mortar bank on the Marblehead Peninsula, operating two full-service bank branch offices. As a full-service community bank, the company provides ease of use and excellent service in the Marblehead Peninsula area and beyond. Learn more about The Marblehead Bank at www.marbleheadbank.com.

 

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:

 

Mark A. Klein

Chairman, President and

Chief Executive Officer

Mark.Klein@YourStateBank.com

 

Anthony V. Cosentino

Executive Vice President and

Chief Financial Officer

Tony.Cosentino@YourStateBank.com

 

 

 

v3.24.4

Cover	Jan. 21, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 21, 2025
Entity File Number	001-36785
Entity Registrant Name	SB FINANCIAL GROUP, INC
Entity Central Index Key	0000767405
Entity Tax Identification Number	34-1395608
Entity Incorporation, State or Country Code	OH
Entity Address, Address Line One	401 Clinton Street
Entity Address, City or Town	Defiance
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43512
City Area Code	419
Local Phone Number	783-8950
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, No Par Value 6,538,641 Outstanding at January 21, 2025
Trading Symbol	SBFG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---