SB Financial Group (SBFG) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held as a hybrid event on April 16, 2025, with both virtual and in-person participation options available for shareholders.

• Shareholders of record as of February 21, 2025, are entitled to vote on key proposals, including director elections, auditor ratification, and executive compensation matters.

• Proxy materials, including the annual report and proxy statement, are accessible online and by mail, with multiple voting methods offered for convenience.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors for three-year terms, ratify the appointment of Forvis Mazars as independent auditor for 2025, approve a non-binding advisory resolution on executive compensation, and determine the frequency of future say-on-pay votes.

• The Board recommends voting FOR all director nominees, FOR auditor ratification, FOR the executive compensation resolution, and for an annual (every one year) say-on-pay vote.

• Shareholder proposals for the 2026 meeting must be submitted by November 7, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of a majority of independent directors, with only the CEO classified as non-independent.

• Director nominees and continuing directors bring diverse expertise in finance, law, government, and business, with no family relationships among them.

• The Board has five standing committees: Audit, Risk Management, Compensation, Governance and Nominating, and Loan Review, each with defined charters and responsibilities.

• The roles of Chairman and CEO are combined, with a Lead Independent Director providing additional independent oversight.

• Shareholders can communicate directly with the Board and nominate directors following established procedures.