SB Financial Group AGM: Shareholders OK Directors, Auditor, Say-on-Pay as CEO Highlights 2025 Surge

Key Points

• Shareholders approved the election of Timothy L. Claxton, Gaylyn J. Finn and Sue A. Strausbaugh to three‑year terms, ratified Forvis Mazars LLP as auditor, and passed the advisory say‑on‑pay vote.
• SB Financial reported net income of $14 million (EPS $2.19, +27% y/y) with deposits up $155 million (+13.4%), loans up $134 million (+12.8%), net interest margin widening 41 bps to 3.47%, and returned capital via a $0.60 dividend and $5.5 million share repurchase while adjusted tangible book rose to $21.44 per share.
• The company integrated the $60 million Marblehead acquisition (adding about $20M in loans and $50M of low‑cost deposits with 95% retention), opened two new branches, and expects 2026 tailwinds from mortgage volume, digital/AI initiatives, and a strategic wealth association with Advisory Alpha.

SB Financial Group NASDAQ: SBFG held its 2026 annual meeting of shareholders online from its corporate headquarters in Defiance, Ohio, with Chairman, President and CEO Mark Klein outlining 2025 performance highlights and strategic priorities for the year ahead. Klein said the company’s 2026 theme is “Leading with Vision, Growing with Purpose,” which he described as an effort to build on momentum from 2025.

According to the inspector of election’s report delivered during the meeting, 4,677,323 common shares were represented by proxy, with no shares represented in person. Klein said that amounted to 74% of outstanding shares present for the meeting.

Shareholders approve director elections, auditor, and executive pay vote

Shareholders voted on three proposals, all of which were adopted. The proposals included electing three directors to three-year terms, ratifying the independent auditor for fiscal 2026, and approving a non-binding advisory resolution on executive compensation.

• Director elections: Timothy L. Claxton, Gaylyn J. Finn, and Sue A. Strausbaugh were elected to three-year terms.
• Auditor ratification: Forvis Mazars LLP was ratified as independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.
• Say-on-pay: Shareholders approved the advisory resolution on named executive officer compensation.

Klein thanked shareholders for their support following the vote.

Board updates include retirement, committee leadership, and new director

Klein highlighted board and committee activity over the past year, including 14 full board meetings and required attendance by all directors. He also detailed committee leadership and meeting frequency, including the audit committee’s four meetings, compensation committee’s three meetings, governance and nominating committee’s three meetings, and risk committee’s four meetings.

He also recognized the retirement of longtime director Rita Kissner after 21 years on the board. Klein said Kissner was named Director Emeritus by unanimous board vote. Following her retirement, Sue A. Strausbaugh—described as a 13-year Defiance Advisory Board member—was unanimously appointed to join the boards of SB Financial and State Bank in December, and will join the Trust Investment Review and Audit committees.

2025 results: earnings growth, balance sheet expansion, and award recognition

In his review of 2025 performance, Klein said the company delivered “our second highest level of earnings per share in our history” despite “challenging economic headwinds and geopolitical uncertainty.” He reported net income of $14 million, or $2.19 in earnings per share, describing this as a 27% increase over 2024.

Klein said SB Financial grew deposits by $155 million, or 13.4%, and loans by $134 million, or 12.8%. He attributed improved profitability in part to wider margins, noting that net interest margin increased 41 basis points to 3.47% and that margin revenue expanded to “over $48 million,” representing 74% of total operating revenue of $66 million. He reported return on average assets of 93 basis points and return on tangible common equity of 13.22%.

Other operating highlights Klein cited included:

• $278 million in residential real estate loan volume, with mortgage gain on sale “over $5 million,” which he said was $500,000 higher than the prior year
• Wealth assets “over $566 million,” supported by what he described as a 70-year-old wealth division
• Asset quality metrics including a loan loss reserve of 1.36% and non-performing asset coverage ratio of 344% (Klein later referenced reserve coverage ratios of 356% for non-performing loans)
• Recognition from Piper Sandler’s “Sm-All Stars” award for 2025; Klein said SB Financial was “one of the 24 publicly traded banks” in the U.S. and “the only bank in Ohio” among banks under $2.5 billion market cap to exceed seven performance metrics

Klein also detailed capital actions and shareholder returns, stating the company paid dividends of $0.60 per share, or $3.85 million, representing an average yield of 2.9%, and repurchased 283,000 shares for $5.5 million at about $19.50 per share. He said adjusted tangible book value rose to a “historical high” of $21.44 per share and that year-end market capitalization increased by more than $3 million to $139 million.

Expansion activity: Marblehead integration and new offices

Klein said the company “purposely grew our balance sheet this past year by $166 million” and continued expanding both in legacy markets and newer urban markets. He noted the integration of the $60 million Marblehead acquisition into State Bank while “preserving their 121-year-old brand.” Klein said the acquisition brought approximately $20 million in loans and $50 million of low-cost deposits, and that the company had retained 95% of Marblehead’s initial deposit base.

He also said SB Financial opened its 26th full-service office in Angola, Indiana, and its 27th office in Napoleon, Ohio.

2026 outlook: mortgage potential, digital initiatives, and advisory association

Looking to 2026, Klein said the company expected its larger scale and a “bit steeper yield curve” to support performance. He also pointed to potential relief in the 10-year Treasury rate, which he said could support greater residential real estate volume and improve revenue diversity.

In mortgage banking, Klein said 2025 production increased to $278 million from $261 million the prior year, and he noted the company has 24 mortgage professionals and lenders across 16 counties in North, Central and Southeast Ohio, as well as Eastern Indiana and Lower Michigan. He said that as rates “continue to subside in 2026,” prospects for higher volume and gains on loan sales could increase.

In wealth management, Klein said the company added $80 million of additional assets under care while attrition and annuitizations consumed $64 million, resulting in a stable revenue stream of $3.5 million and assets under care of $566 million. He also announced a “strategic association” with Advisory Alpha, a registered investment advisor in Grand Rapids, Michigan, which he said would add depth and market perspective for SB Financial’s “nearly 900 wealth households.”

Klein also emphasized digital adoption trends, citing growth to nearly 4,000 business online banking users (up more than 86% over six years) and more than 16,000 retail users (up 16%). He said the company’s newly named digital banking officer, alongside the chief technology innovation officer, would pursue initiatives involving AI, technology, and third-party digital banking platforms.

The meeting concluded with Klein thanking staff, management, and the board, and formally adjourning the annual meeting.

About SB Financial Group NASDAQ: SBFG

SB Financial Group, Inc NASDAQ: SBFG is the bank holding company for Star Financial Bank, a full-service community bank headquartered in Fort Wayne, Indiana. Through its wholly owned subsidiary, the company offers a broad portfolio of commercial and consumer banking products, including deposit accounts, lending solutions, mortgage origination and servicing, and cash management services.

In its commercial banking division, SB Financial Group provides working capital loans, equipment financing, commercial real estate lending and treasury management solutions designed for small- and mid-sized businesses.

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