SB Financial Group (SBFG) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held as a hybrid event on April 22, 2026, allowing both virtual and in-person participation, with voting and Q&A available online for shareholders.

• Shareholders will vote on electing three directors for three-year terms, ratifying the appointment of Forvis Mazars as the independent auditor for 2026, and a non-binding advisory resolution on executive compensation.

• The Board recommends voting in favor of all proposals and nominees.

• Proxy materials are distributed electronically or by mail, and shareholders are encouraged to vote in advance via internet, phone, or mail.

Voting matters and shareholder proposals

• Three directors are nominated for election to serve until 2029: Timothy L. Claxton, Gaylyn J. Finn, and Sue A. Strausbaugh.

• Proposal to ratify Forvis Mazars as the independent registered public accounting firm for 2026.

• Advisory vote on executive compensation (say-on-pay) is included, with prior years showing strong shareholder support.

• Shareholder proposals for the 2027 meeting must be submitted by November 6, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of a majority of independent directors, with only the CEO not considered independent.

• Board committees include Audit, Compensation, Governance and Nominating, Risk Management, and Loan Review, each with defined charters and responsibilities.

• The Board combines the roles of Chairman and CEO, with a Lead Independent Director providing additional oversight.

• Directors are selected based on integrity, experience, and diversity of background, with no mandatory diversity policy but a focus on varied expertise.

• All directors attended at least 75% of meetings in 2025.