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SB FINANCIAL GROUP, INC. (SBFG)

CIK: 0000767405. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-03-06.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=767405. Latest filing source: 0001213900-26-024471.

Informational only - descriptive public-record data, not investment advice.

Risk Factors

Read SBFG's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue48,453,000USD20252026-03-06
Net income13,974,000USD20252026-03-06
Assets1,545,367,000USD20252026-03-06

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000767405.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20152016201720182019202020212022202320242025
Revenue23,343,00025,853,00028,386,00033,267,00036,307,00036,429,00039,399,00039,273,00039,922,00048,453,000
Net income8,784,00011,065,00011,638,00011,973,00014,944,00018,277,00012,521,00012,095,00011,470,00013,974,000
Diluted EPS1.381.741.511.511.962.561.771.751.722.19
Operating cash flow14,026,0009,803,00013,850,00018,829,00023,907,00017,257,00025,569,00013,989,0009,451,00024,039,000
Capital expenditures1,636,0003,714,0001,999,0002,043,0001,980,0002,427,0001,896,000958,0001,229,0002,602,000
Dividends paid1,180,0001,362,0002,090,0002,331,0003,070,0003,139,0003,415,0003,584,0003,770,0003,849,000
Share buybacks1,168,0001,785,000109,0005,050,0007,166,0009,520,0005,900,0003,471,0004,768,0005,686,000
Assets816,005,000876,627,000986,828,0001,038,577,0001,257,839,0001,330,854,0001,335,633,0001,343,249,0001,379,517,0001,545,367,000
Liabilities729,457,000782,627,000856,393,000902,483,0001,114,916,0001,185,925,0001,217,205,0001,218,907,0001,252,009,0001,404,131,000
Stockholders' equity86,548,00094,000,000130,435,000136,094,000142,923,000144,929,000118,428,000124,342,000127,508,000141,236,000
Free cash flow12,390,0006,089,00011,851,00016,786,00021,927,00014,830,00023,673,00013,031,0008,222,00021,437,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20152016201720182019202020212022202320242025
Net margin33.98%38.98%34.98%32.98%41.02%31.78%30.80%28.73%28.84%
Return on equity10.15%11.77%8.92%8.80%10.46%12.61%10.57%9.73%9.00%9.89%
Return on assets1.08%1.26%1.18%1.15%1.19%1.37%0.94%0.90%0.83%0.90%
Liabilities / equity8.438.336.576.637.808.1810.289.809.829.94

Industry Peer Context

Each number-line places SBFG against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

SBFG Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.SBFG Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%SBFG 28.8%

ROE peer context

SBFG ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.SBFG ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%SBFG 9.9%

ROA peer context

SBFG ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.SBFG ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%SBFG 0.9%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

SBFG FY2025 free cash flow bridge from reported figures.SBFG FY2025 free cash flow bridge from reported figures.SBFG free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$24.0MOperating cash flow-$2.6MCapex$21.4MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001213900-26-024471; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001213900-26-024471; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0001213900-26-024471; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets

Financial Charts

SBFG revenue, last 5 periods. Source: SEC companyfacts FY2025.SBFG revenue, last 5 periods. Source: SEC companyfacts FY2025.SBFG RevenueLatest point: FY2025 = $48.5MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$125.0M$250.0MFY2020FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: InterestIncomeExpenseNet. Source concepts: us-gaap:InterestIncomeExpenseNet.

SBFG net income, last 5 periods. Source: SEC companyfacts FY2025.SBFG net income, last 5 periods. Source: SEC companyfacts FY2025.SBFG Net incomeLatest point: FY2025 = $14.0MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

SBFG diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SBFG diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SBFG Diluted EPSLatest point: FY2025 = $2.19/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$2.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

SBFG operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SBFG operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SBFG Operating cash flowLatest point: FY2025 = $24.0MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

SBFG capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.SBFG capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.SBFG Capital expendituresLatest point: FY2025 = $2.6MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.

SBFG dividends paid, last 5 periods. Source: SEC companyfacts FY2025.SBFG dividends paid, last 5 periods. Source: SEC companyfacts FY2025.SBFG Dividends paidLatest point: FY2025 = $3.8MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

SBFG share buybacks, last 5 periods. Source: SEC companyfacts FY2025.SBFG share buybacks, last 5 periods. Source: SEC companyfacts FY2025.SBFG Share buybacksLatest point: FY2025 = $5.7MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

SBFG assets, last 5 periods. Source: SEC companyfacts FY2025.SBFG assets, last 5 periods. Source: SEC companyfacts FY2025.SBFG AssetsLatest point: FY2025 = $1.5BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: Assets. Source concepts: us-gaap:Assets.

SBFG liabilities, last 5 periods. Source: SEC companyfacts FY2025.SBFG liabilities, last 5 periods. Source: SEC companyfacts FY2025.SBFG LiabilitiesLatest point: FY2025 = $1.4BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

SBFG stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SBFG stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SBFG Stockholders' equityLatest point: FY2025 = $141.2MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

SBFG free cash flow, last 5 periods. Source: SEC companyfacts FY2025.SBFG free cash flow, last 5 periods. Source: SEC companyfacts FY2025.SBFG Free cash flowLatest point: FY2025 = $21.4MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001213900-26-024471; filed 2026-03-06. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000767405.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2020-Q42020-12-319,750,000derived Q4 = FY annual - nine-month YTD
2021-Q12021-03-319,625,000reported discrete quarter
2021-Q32021-09-300.58reported discrete quarter
2022-Q12022-03-310.40reported discrete quarter
2022-Q22022-06-300.40reported discrete quarter
2022-Q32022-09-300.47reported discrete quarter
2022-Q42022-12-313,533,000derived Q4 = FY annual - nine-month YTD
2023-Q12023-03-312,450,0000.35reported discrete quarter
2023-Q22023-03-312,450,000reported discrete quarter
2023-Q22023-06-309,829,0000.44reported discrete quarter
2023-Q32023-06-303,075,000reported discrete quarter
2023-Q32023-09-309,536,0000.39reported discrete quarter
2023-Q42023-12-319,584,0003,883,000derived Q4 = FY annual - nine-month YTD
2024-Q32024-06-303,113,000reported discrete quarter
2024-Q32024-09-3010,186,0000.35reported discrete quarter
2024-Q42024-12-3110,897,0003,635,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3111,279,0002,158,0000.33reported discrete quarter
2025-Q22025-03-312,158,000reported discrete quarter
2025-Q22025-06-3012,128,0000.60reported discrete quarter
2025-Q32025-06-303,852,000reported discrete quarter
2025-Q32025-09-3012,334,0000.64reported discrete quarter
2025-Q42025-12-3112,712,0003,918,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3112,712,0004,296,0000.69reported discrete quarter

Quarterly Charts

SBFG quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.SBFG quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.SBFG Quarterly RevenueLatest point: 2026-Q1 = $12.7MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2020-Q42021-Q12023-Q22023-Q32023-Q42024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001213900-26-053234; filed 2026-05-07. Concept: InterestIncomeExpenseNet. Source concepts: us-gaap:InterestIncomeExpenseNet.

SBFG quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.SBFG quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.SBFG Quarterly Net incomeLatest point: 2026-Q1 = $4.3MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2022-Q42023-Q12023-Q22023-Q32023-Q42024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001213900-26-053234; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

SBFG quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.SBFG quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.SBFG Quarterly Diluted EPSLatest point: 2026-Q1 = $0.69/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.50/share$1.00/share2021-Q32022-Q12022-Q22022-Q32023-Q12023-Q22023-Q32024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001213900-26-053234; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001213900-26-053234.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking
Information

This Quarterly Report on Form 10-Q, including
Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains certain forward-looking statements,
which are not historical fact, that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking
statements, which are provided to assist in the understanding of anticipated future financial performance, provide current expectations
or forecasts of future events and are not guarantees of future performance. Examples of forward-looking statements include: (a) projections
of income or expense, earnings per share, the payment or non-payment of dividends, capital structure and other financial items; (b) statements
of plans and objectives of the Company or our management or Board of Directors, including those relating to products or services; (c)
statements of future economic performance; (d) statements regarding future customer attraction or retention; and (e) statements of assumptions
underlying such statements. Words such as “anticipates”, “believes”, “plans”, “intends”,
“expects”, “projects”, “estimates”, “should”, “may”, “would be”,
“will allow”, “will likely result”, “will continue”, “will remain”, or other similar
expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying those statements. Forward-looking
statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes
that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed
or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation:

Column 1Column 2Column 3
current and future economic and financial market conditions, either nationally or in the states in which we do business, including conditions such as inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, U.S. government shutdowns, an increasing federal government budget deficit, the failure of the federal government to raise the federal debt ceiling, slowing gross domestic product, energy price volatility, potential or imposed tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars and other change in trade regulation, and other factors beyond our control, any of which may result in adverse impacts on our deposit levels and composition, the quality of investment securities available for purchase, demand for loans, the ability of our borrowers to repay their loans, and the value of the collateral securing loans made by us;
Column 1Column 2Column 3
recent and future bank failures may reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have a negative reputational ramification for the banking industry as a whole, any of which could adversely affect the Company’s business, earnings and financial condition;
Column 1Column 2Column 3
instability in global economic conditions and geopolitical matters (including the ongoing military conflicts in Ukraine and the Middle East), and volatility in financial markets, which could have a material adverse effect on our results of operations and financial condition;
Column 1Column 2Column 3
changes in interest rates resulting from national and local economic conditions and the policies of regulatory authorities, including monetary policies of the Board of Governors of the Federal Reserve System, which may adversely affect interest rates, interest margins, loan demand and interest rate sensitivity;
Column 1Column 2Column 3
the volatility of mortgage banking income, whether due to interest rates, demand, the fair value of mortgage loans, or other factors;
Column 1Column 2Column 3
factors that can impact the performance of our loan portfolio, including changes in real estate values and liquidity in our primary market areas, the financial health of our borrowers and the success of construction projects that we finance;

32

Column 1Column 2Column 3
changes in customers’, suppliers’, and other counterparties’ performance and creditworthiness may be different than anticipated due to inflationary pressures and/or other economic and financial market conditions;
Column 1Column 2Column 3
operational risks, reputational risks, legal and compliance risks, and other risks related to potential fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors, or failures, disruptions or breaches in security of our systems, including those resulting from computer viruses or cyber-attacks;
Column 1Column 2Column 3
our ability to secure sensitive or confidential client information against unauthorized disclosure or access through computer systems and telecommunication networks, including those of our third-party vendors and other service providers, which may prove inadequate;
Column 1Column 2Column 3
a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems, including as a result of cyber-attacks;
Column 1Column 2Column 3
competitive pressures and factors among financial services organizations could increase significantly, including product and pricing pressures, changes to third-party relationships and our ability to recruit and retain qualified management and banking personnel;
Column 1Column 2Column 3
unexpected losses of services of our key management personnel, or the inability to recruit and retain qualified personnel in the future;
Column 1Column 2Column 3
risks inherent in pursuing strategic growth initiatives, including integration and other risks involved in past and possible future acquisitions;
Column 1Column 2Column 3
uncertainty regarding the nature, timing, cost and effect of legislative or regulatory changes in the banking industry or otherwise affecting the Company, including major reform of the regulatory oversight structure of the financial services industry and changes in laws and regulations concerning taxes, FDIC insurance premium levels, pensions, bankruptcy, consumer protection, rent regulation and housing, financial accounting and reporting, environmental protection, insurance, bank products and services, bank and bank holding company capital and liquidity standards, fiduciary standards, securities and other aspects of the financial services industry;
Column 1Column 2Column 3
changes in federal, state and/or local tax laws may adversely affect our reported financial condition or results of operations;
Column 1Column 2Column 3
changes in accounting standards, policies and practices may adversely affect our reported financial condition or results of operations;
Column 1Column 2Column 3
litigation and regulatory compliance exposure, including the costs and effects of any adverse developments in legal proceedings or other claims and the costs and effects of unfavorable resolution of regulatory and other governmental examinations or inquiries;
Column 1Column 2Column 3
continued availability of earnings and dividends from State Bank and excess capital sufficient for us to service our debt and pay dividends to our shareholders in compliance with applicable legal and regulatory requirements;
Column 1Column 2Column 3
our ability to adapt to or comply with regulatory requirements and increasing scrutiny and evolving expectations from customers, regulators, investors and other stakeholders with respect to the Company’s environmental, social and governance (ESG) practices, which could affect our reputation and business and operating results;
Column 1Column 2Column 3
our ability to anticipate and successfully keep pace with technological changes affecting the financial services industry;
Column 1Column 2Column 3
an unexpected inability to obtain needed liquidity which could adversely affect our business, profitability, and viability as a going concern;
Column 1Column 2Column 3
the impact on our businesses, as well as on the risks described above, of various domestic or international widespread natural or other disasters (including severe weather events), pandemics, cybersecurity attacks, system failures, civil unrest, military or terrorist activities or international conflicts, including Russia’s ongoing war in Ukraine and the conflict in Iran (and the resulting disruptions to oil and other commodity markets and supply chains), which can affect our earnings and capital as well as the ability of our customers to repay loans; and
Column 1Column 2Column 3
other risks identified from time to time in the Company’s other filings with the Securities and Exchange Commission, including the risks identified under the heading “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

33

Undue reliance should
not be placed on the forward-looking statements, which speak only as of the date hereof. Except as may be required by law, the Company
undertakes no obligation to update any forward-looking statement to reflect unanticipated events or circumstances after the date on which
the statement is made.

Overview of SB Financial

SB Financial Group, Inc. (“SB Financial”)
is an Ohio corporation and a financial holding company registered with the Board of Governors of the Federal Reserve System (“Federal
Reserve Board”). SB Financial’s wholly owned subsidiary, The State Bank and Trust Company (“State Bank”), is
an Ohio-chartered bank engaged in commercial banking.

Rurban Statutory Trust II (“RST II”)
was established in August 2005. In September 2005, RST II completed a pooled private offering of 10,000 Trust Preferred Securities with
a liquidation amount of $1,000 per security. The proceeds of the offering were loaned to SB Financial in exchange for junior subordinated
debentures of SB Financial with terms substantially similar to the Trust Preferred Securities. The sole assets of RST II are the junior
subordinated debentures, and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee by SB Financial
of the obligations of RST II.

State Bank Insurance, LLC (“SBI”)
is an Ohio corporation and a wholly owned subsidiary of State Bank incorporated in June 2010. SBI is an insurance company that engages
in the sale of insurance products to retail and commercial customers of State Bank.

SBFG Title, LLC (“SBFG Title”) is
an Ohio corporation that was formed in March 2019. SBFG Title engages in the sale of title insurance services.

SB Captive, Inc. (“SB Captive”) is
a Nevada

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-03-06. Report date: 2025-12-31.

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SB
Financial Group, Inc. (“SB Financial”), is a financial holding company registered with the Federal Reserve Board and subject
to regulation under the Bank Holding Company Act of 1956, as amended. Through its direct and indirect subsidiaries, including The State
Bank and Trust Company (“State Bank”), SB Financial is engaged in commercial and retail banking, wealth management and private
client financial services.

The
following discussion provides a review of the consolidated financial condition and results of operations of SB Financial and its subsidiaries
(collectively, the “Company”). This discussion should be read in conjunction with the Company’s Consolidated Financial
Statements and related Notes as of and for the years ended December 31, 2025, and 2024 included in this Annual Report on Form 10-K.

Strategic
Discussion

The
focus and strategic goal of the Company is to grow into and remain a top decile (90th percentile) independent financial
services company, as measured by annual return on average assets compared to our defined peer group. The Company intends to achieve and
maintain that goal by executing our five key initiatives.

Increase
profitability through ongoing diversification of revenue streams: For the twelve months ended December 31, 2025, the Company generated
$17.1 million in noninterest income, or 26.1 percent of total operating revenue, from fee-based products. These revenue sources include
fees generated from saleable residential mortgage loans, retail deposit products, wealth management services, saleable business-based
loans (small business and farm service) and title agency revenue. For the twelve months ended December 31, 2024, the Company generated
$17.0 million in noninterest income, or 29.9 percent of total operating revenue, from fee-based products.

Strengthen
our penetration in all markets served: Over our 123-year history of continuous operation in Northwest Ohio, we have established a
significant presence in our traditional markets in Defiance, Fulton, Paulding and Williams counties in Ohio. In our newer markets of
Bowling Green, Columbus, Findlay, Toledo (Ohio) and Ft. Wayne (Indiana), our current market penetration is minimal, but we believe our
potential for growth is significant. Over the past few years, we have expanded and committed additional resources to our presence in
the Findlay and Edgerton markets in particular; however, we continue to seek to expand the presence and penetration in all of our markets.
On January 17, 2025, we established our presence in Ottawa County with the acquisition of The Marblehead Bank located in Marblehead,
Ohio. In late 2025, we expanded our Loan Production office in Angola, Indiana into a full service retail location and we expanded into
the neighboring community of Napoleon, Ohio with a hybrid retail location.

Expand
product utilization by new and existing customers: As of December 31, 2025, we operated in 15 counties in Northwest Ohio, Central
Ohio and Northeast Indiana with 27 full-service offices, 27 ATM’s and four loan production offices. Combined in the 15 counties
of operation, we command 0.93 percent of the deposit market share, which has steadily grown. In our traditional markets of Northwest
Ohio, the deposit market share is 4.63 percent, which is up from 4.40 percent in 2024.

Deliver
gains in operational excellence: Our management team believes that becoming and remaining a high-performance financial services company
will depend upon seamlessly and consistently delivering operational excellence, as demonstrated by the Company’s leadership in
the origination and servicing of residential mortgage loans. As of December 31, 2025, the Company serviced 8,886 residential mortgage
loans with an aggregate principal balance of $1.48 billion. As of December 31, 2024, the Company serviced 8,750 loans with an aggregate
principal balance of $1.43 billion.

Sustain
asset quality: As of December 31, 2025, the Company’s asset quality metrics remained strong. Specifically, total nonperforming
assets were $4.7 million, or 0.30 percent of total assets. Total delinquent loans at December 31, 2025, were 0.49 percent of total loans.
As of December 31, 2024, the Company
had total nonperforming assets of $5.5 million, or 0.40 percent of total assets. Total delinquent loans at December 31, 2024, were 0.63
percent of total loans.

31

The
successful execution of these five strategies has enabled the Company to improve financial performance across a broad series of metrics.
These metrics over the last five years are outlined in the following table. Specifically, the Company has increased total assets by $286.2
million, or 22.7 percent. The growth has been on both sides of the balance sheet over the five-year period, with loans growing $307.9
million, or 35.3 percent and deposits growing $258.2 million, or 24.6 percent.

During
the prior five-year period, the Company has raised capital through the issuance of debt securities to the market, which has improved
capital significantly and expanded liquidity for potential strategic expansion. Strategic expansion has also occurred during the period
with the acquisition of two small community banks (The Edon State Bank of Edon, Ohio in 2020 and The Marblehead Bank in January 2025),
the opening of five branch offices and the acquisition of two full-service title agencies.

Financial Highlights

Year Ended December 31,

($ in thousands, except per share data)20252024202320222021
Earnings
Interest income$73,920$64,349$58,152$44,569$41,904
Interest expense25,46724,42718,8795,1704,020
Net interest income48,45339,92239,27339,39937,884
Provision for loan losses1,306124315-1,050
Noninterest income17,10717,01717,72118,23130,697
Noninterest expense46,99942,95941,96242,31444,808
Provision for income taxes3,2812,3862,6222,7954,446
Net income13,97411,47012,09512,52118,277
Net income available to common shareholders13,97411,47012,09512,52118,277
Per Common Share Data
Basic earnings$2.19$1.72$1.77$1.79$2.58
Diluted earnings2.191.721.751.772.56
Cash dividends declared0.600.560.520.480.44
Total equity per share22.6519.6418.5017.0821.05
Average Balances
Average total assets$1,499,323$1,361,274$1,334,644$1,318,781$1,322,253
Average equity134,606124,742118,315126,963144,223
Ratios
Return on average total assets0.93%0.84%0.91%0.95%1.38%
Return on average equity10.389.1910.229.8612.67
Cash dividend payout ratio127.5432.8729.6227.2517.18
Average equity to average assets8.989.168.869.6310.91
Period End Totals
Total assets$1,545,367$1,379,517$1,343,249$1,335,633$1,330,854
Available-for-sale securities188,626201,587219,708238,780263,259
Loans held for sale1,7616,7702,5252,0737,472
Total loans & leases1,180,5911,046,7351,000,212962,075822,714
Allowance for credit losses16,11415,09615,78613,81813,805
Total deposits1,307,2441,152,6051,070,2051,086,6651,113,045
Advances from FHLB35,00035,00083,60060,0005,500
Trust preferred securities10,31010,31010,31010,31010,310
Subordinated debt, net19,73919,69019,64219,59419,546
Total equity141,236127,508124,342118,428144,929
Column 1Column 2Column 3
1Cash dividends on common shares divided by net income available to common.

32

Critical
Accounting Policies and Estimates

The
accounting and reporting policies of the Company are in accordance with U.S. GAAP and conform to general practices within the banking
industry. The Company’s significant accounting policies are described in detail in the Notes to the Company’s Consolidated
Financial Statements for the years ended December 31, 2025, and 2024. The preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions. The Company’s financial position and results of operations can be affected
by these estimates and assumptions and are integral to the understanding of reported results. Critical accounting policies are those
policies that management believes are the most important to the portrayal of the Company’s financial condition and results, and
they require management to make estimates that are difficult, subjective or complex.

Allowance
for Credit Losses: The Company believes the determination of the ACL involves a higher degree of judgment and complexity than its
other significant accounting policies. The ACL is calculated with the objective of maintaining a reserve level believed by management
to be sufficient to absorb estimated credit losses over the life of an asset or an off-balance sheet credit exposure. Management’s
determination of the adequacy of the ACL is based on periodic evaluations of past events, including historical credit loss experience
on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability
of the remaining cash flows over the contractual term of the financial assets. However, this evaluation has subjective components requiring
material estimates, including expected default probabilities, the expected loss given default, the amounts and timing of expected future
cash flows on individually evaluated loans, and estimated losses based on historical loss experience and forecasted economic conditions.
All of these factors may be susceptible to significant change. To the extent that actual results differ from management estimates, additional
provisions for credit losses may be required that would adversely impact earnings in future periods.

Goodwill
and Other Intangibles: The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other
intangibles, at fair value as required. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are
amortized over their estimated useful lives using straight-line and accelerated methods, and are subject to impairment if events or circumstances
indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment
analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future.
Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends,
specific industry conditions and changes in competition.

Income
Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and
liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts
and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets
to the amount expected to be realized. Realization of deferred tax assets is dependent upon the generation of a sufficient level of future
taxable income and recoverable taxes paid in prior years. Although realization is not assured, management believes it is more likely
than not that all of the deferred tax assets will be realized.
The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

An
effective tax rate of 21% is used to determine after-tax components of other comprehensive income (loss) included in the statements of
shareholders’ equity.

A
tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in
a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is
greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test,
no tax benefit is recorded.

Changes
in Financial Condition

Total
assets at December 31, 2025, were $1.55 billion, compared to $1.38 billion at December 31, 2024. Loans (excluding loans held for sale)
were $1.18 billion at December 31, 2025, compared to $1.05 billion at December 31, 2024. Total deposits were $1.31 billion at December
31, 2025, compared to $1.15 billion at December 31, 2024. The Company continued to allocate the reductions in our bond portfolio, from
scheduled amortization, into higher yielding loan balances.

33

The
following are the condensed average balance sheets of the Company for the years ending December 31, which include the interest earned
or paid, and the average interest rate, on each asset and liability:

202520242023
($ in thousands)AverageAverageAverageAverageAverageAverage
BalanceInterestRateBalanceInterestRateBalanceInterestRate
Assets
Taxable securities/cash$196,831$4,4952.28%$247,026$5,4902.22%$254,133$6,0922.40%
Non-taxable securities6,2431442.31%6,3931462.28%7,1811702.37%
Overnight Cash87,2833,8404.40%43,1711,3543.14%--0.00%
Loans, net11,108,53165,4415.90%1,014,37557,3595.65%985,21751,8905.27%
Total earning assets1,398,88873,9205.28%1,310,96564,3494.91%1,246,53158,1524.67%
Cash and due from banks5,3904,3884,035
Allowance for credit losses(15,631)(15,536)(15,478)
Premises and equipment21,62420,92922,990
Other assets89,05240,52876,566
Total assets$1,499,323$1,361,274$1,334,644
Liabilities
Savings and interest-bearing demand deposits$742,153$13,0921.76%$643,710$11,0731.72%$619,906$7,5991.23%
Time deposits273,2289,3983.44%259,8189,9623.83%236,6657,1093.00%
Repurchase agreements & other12,085950.79%14,3361541.07%15,765740.47%
Advances from FHLB35,0111,4674.19%39,0921,7214.40%55,0442,6034.73%
Trust preferred securities10,3106376.18%10,3107397.17%10,3107166.94%
Subordinated debt19,7137783.95%19,6557783.96%19,6167783.97%
Total interest-bearing liabilities1,092,50025,4672.33%986,92124,4272.48%957,30618,8791.97%
Demand deposits251,820227,445237,976
Other liabilities20,39722,15621,047
Total liabilities1,364,7171,236,5221,216,329
Shareholders’ equity134,606124,742118,315
Total liabilities and shareholders’ equity$1,499,323$1,361,264$1,334,644
Net interest income (tax equivalent basis)$48,453$39,922$39,273
Net interest income as a percent of average interest-earning assets - GAAP measure3.46%3.05%3.15%
Net interest income as a percent of average
interest-earning assets - Non-GAAP measure 23.47%3.06%3.16%
-- Computed on a fully tax equivalent basis (FTE)
Column 1Column 2Column 3
1Nonaccruing loans and loans held for sale are included in the average balances.
Column 1Column 2Column 3
2Interest on tax exempt securities and loans is computed on a tax equivalent basis using a 21 percent statutory tax rate, and added to the net interest income. The tax equivalent adjustment was $0.13, $0.14 and $0.14 million in 2025, 2024 and 2023, respectively.

The
following table sets forth the effect of volume and rate changes on interest income and expense for the periods indicated. For purposes
of these tables, changes in interest due to volume and rate were determined as follows:

Column 1Column 2Column 3
Volume variance - change in volume multiplied by the previous year’s rate.
Column 1Column 2Column 3
Rate variance - change in rate multiplied by the previous year’s volume.
Column 1Column 2Column 3
Rate/volume variance - change in volume multiplied by the change in rate. This variance allocates the volume variance and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

34

Total
VarianceVariance Attributable To
($ in thousands)2025/2024VolumeRate
Interest income
Taxable securities$(995)$(1,116)$121
Overnight Cash2,4861,3841,102
Non-taxable securities1(2)(3)1
Loans, net of unearned income and deferred fees18,0825,3242,758
Total interest income9,5715,5893,982
Interest expense
Savings and interest-bearing demand deposits2,0191,693326
Time deposits(564)514(1,078)
Repurchase agreements & other(59)(24)(35)
Advances from FHLB(254)(180)(74)
Trust preferred securities(102)-(102)
Subordinated debt---
Total interest expense1,0402,003(963)
Net interest income$8,531$3,586$4,945
Column 1Column 2Column 3
1Interest on non-taxable securities and loans has been adjusted to fully tax equivalent

The
maturity distribution and weighted-average interest rates of debt securities available-for-sale at December 31, 2025, are set forth in
the table below. The weighted-average interest rates are based on coupon rates for securities purchased at par value and on effective
interest rates considering amortization or accretion for securities purchased at a premium or discount:

Maturing
WeightedWeightedWeightedWeightedWeighted
WithinAverage1-5Average5-10AverageAfterAverageAverage
($ in thousands)1 YearYieldYearsYieldYearsYield10 YearsYieldTotalYield
Available-for-sale:
U.S. Treasury and Government agencies$-$7823.51%$4,4211.46%-$5,2031.77%
Mortgage-backed securities-17,0441.38%16,0411.78%126,8671.89%159,9521.82%
State and political subdivisions2754.99%1,1193.82%2,4613.72%5,9942.35%9,8492.93%
Other corporate securities--13,6223.64%-13,6223.64%
Total securities by maturity$2754.99%$18,9451.61%$36,5452.57%$132,8611.91%$188,6262.01%
($ in thousands)Years Ended December 31,
Total loans20252024% Change
Commercial business & agriculture$190,942$189,2980.9%
Commercial real estate596,983479,57324.5%
Residential real estate304,741308,378-1.2%
Consumer & other88,47569,34027.6%
Total loans1,181,1411,046,58912.9%
Net deferred costs (fees)(550)146-476.7%
Total loans, net deferred costs (fees)1,180,5911,046,73512.8%
Loans held for sale$1,761$6,770-74.0%

35

Total deposits20252024% Change
Noninterest bearing demand$254,063$232,1559.4%
Interest-bearing demand202,501201,0850.7%
Savings & money market577,380460,14825.5%
Time deposits273,300259,2175.4%
Total deposits1,307,2441,152,60513.4%
Total shareholders’ equity$141,236$127,50810.8%

Loans
held for investment (“HFI”) increased $133.9 million, or 12.8 percent, to $1.18 billion at December 31, 2025, which was due
to an increase in commercial real estate and agricultural lending during 2025. The Company allowed its residential real estate portfolio
to amortize with minimal new production generated on the balance sheet during 2025.

Concentrations
of Credit Risk: The Company makes commercial, real estate and installment loans to customers located mainly in the Tri-State region
of Ohio, Indiana and Michigan. Commercial loans are expected to be repaid from cash flow from operations of businesses and include loans
collateralized by commercial real estate, business assets and, in the case of agricultural loans, crops and farm equipment. As of December
31, 2025, commercial business and agricultural loans made up approximately 16.1 percent of the HFI loan portfolio while commercial real
estate loans accounted for approximately 50.6 percent of the HFI loan portfolio. As of December 31, 2025, residential first mortgage
loans, which are secured by first mortgages on residential real estate, made up approximately 25.8 percent of the HFI portfolio, while
consumer loans to individuals, which are primarily secured by consumer assets, made up approximately 7.5 percent of the HFI loan portfolio.

Maturities
and Sensitivities of Loans to Changes in Interest Rates: The following table shows the maturity distribution of loans outstanding
as of December 31, 2025. The amounts have been categorized between loans with a fixed or floating interest rate (floating rate loans
have an adjustable interest rate that changes based on a rate index).

Maturities and Sensitivities of Loans
to Changes in Interest Rates

As of December 31, 2025

($ in thousands)Within one yearAfter one, but within five yearsAfter five, but within fifteen yearsAfter fifteen yearsTotal
Loans with fixed interest rates:
Commercial & industrial$1,137$30,979$13,017$15$45,148
Commercial real estate - owner occupied3,8037,3955,418-16,616
Commercial real estate - nonowner occupied5,58562,6372,26820170,691
Agricultural1,2644,8736,0931,55813,788
Residential real estate2,81988510,82431,45945,987
HELOC23150153308
Consumer3,6997,2062,88949914,293
Total$18,309$113,978$40,659$33,885$206,831
Loans with floating interest rates:
Commercial & industrial$22,405$12,939$31,306$2,080$68,730
Commercial real estate - owner occupied11,08715,96157,41660,006144,470
Commercial real estate - nonowner occupied12,17699,865109,650143,515365,206
Agricultural4,5473,32222,37532,48262,726
Residential real estate1,1181,6787,429248,529258,754
HELOC2236443,04125,43868,865
Consumer8772,9111,221-5,009
Total$52,232$137,040$272,438$512,050$973,760
Total loans:
Commercial & industrial$23,542$43,918$44,323$2,095$113,878
Commercial real estate - owner occupied14,89023,35662,83460,006161,086
Commercial real estate - nonowner occupied17,761162,502111,918143,716435,897
Agricultural5,8118,19528,46834,04076,514
Residential real estate3,9372,56318,253279,988304,741
HELOC2436743,19125,59169,173
Consumer4,57610,1174,11049919,302
Total loans$70,541$251,018$313,097$545,935$1,180,591

36

Total
deposits increased $154.6 million, or 13.4 percent, to $1.31 billion at December 31, 2025. Inclusive of that growth was approximately
$47 million in acquired deposits.

The
average amount of deposits and weighted-average rates paid are summarized as follows for the years ended December 31:

202520242023
AverageAverageAverageAverageAverageAverage
($ in thousands)AmountRateAmountRateAmountRate
Savings and interest bearing demand deposits$742,1531.76%$643,7101.72%$619,9061.23%
Time deposits273,2283.44%259,8183.83%236,6653.00%
Non interest bearing demand deposits251,820-227,445-237,976-
Totals$1,267,2011.77%$1,130,9731.86%$1,094,5471.35%

Time
deposits that exceeded the FDIC insurance limit of $250,000 are summarized as follows:

($ in thousands)20252024
Three months or less$6,813$4,912
Over three months through six months8,4207,249
Over six months and through twelve months3,3706,533
Over twelve months5,2584,750
Total$23,861$23,444

Shareholders’
equity at December 31, 2025, was $141.2 million, or 9.1 percent of total assets compared to $127.5 million or 9.2 percent of total assets,
at December 31, 2024. Retained earnings increased during the year due to earnings of $14.0 million less dividends paid to common shareholders
of $3.8 million and repurchases of Company common shares of $5.4 million. The fair market value of the bond portfolio increased during
2025 due to the valuation adjustment on the portfolio, which resulted in accumulated other comprehensive loss (“AOCI”) declining
to $21.5 million at December 31, 2025, from $30.2 million at December 31, 2024.

The
Company continued to repurchase its own common shares during the year under the Company’s publicly announced share repurchase program.
Specifically, the Company repurchased 283,490 shares during 2025 at an average price of $19.47 per share. On December 18, 2024, the Company’s
Board of Directors approved a share repurchase program authorizing the repurchase of 500,000 shares through December 31, 2026. As of
December 31, 2025, the Company had repurchased a total of 300,950 shares, and 199,050 shares remained available for purchase, under this
program.

Asset QualityYears Ended December 31,
($ in thousands)20252024% Change
Nonaccruing loans$4,579$5,516-17.0%
Foreclosed assets and other assets held for sale, net104-N/M
Nonperforming assets4,6835,516-15.1%
Net charge-offs/(recoveries)2612504.4%
Provision for credit losses1,306124953.2%
Allowance for credit losses16,11415,0966.7%
Nonaccruing loans/total loans0.39%0.53%-26.4%
Allowance/nonaccruing loans351.9%273.7%28.6%
Nonperforming assets/total assets0.30%0.40%-24.2%
Net charge offs/average loans0.02%0.01%100.0%
Allowance/loans1.36%1.44%-5.4%
Allowance/nonperforming loans351.9%273.7%28.6%

Nonperforming
assets totaled $4.7 million, or 0.30 percent of total assets, at December 31, 2025, a decrease of $0.8 million, or 15.1 percent, from
December 31, 2024. The Company had total net charge-offs on loans of $261,000 in 2025, as compared to net charge-offs of $250,000 in
2024. The Company’s ACL at December 31, 2025, now covers nonperforming loans at 351.9 percent, up from 273.7 percent at December
31, 2024.

37

The
following schedule presents an analysis of the ACL, average loan data and related ratios at December 31 for the years indicated:

($ in thousands)Provision for Credit LossesNet (Chargeoffs) RecoveriesAverage LoansRatio of annualized net (chargeoffs) recoveries to average loans
December 31, 2025
Commercial & industrial$(673)$(177)$120,891-0.15%
Commercial real estate - owner occupied427-142,7340.00%
Commercial real estate - nonowner occupied1,1232386,1530.00%
Agricultural(576)-63,2600.00%
Residential real estate617(16)311,773-0.01%
HELOC154(1)60,7700.00%
Consumer202(69)14,760-0.47%
Total$1,274$(261)$1,100,341-0.02%
December 31, 2024
Commercial & industrial$891$(228)$123,238-0.19%
Commercial real estate - owner occupied(146)-131,1680.00%
Commercial real estate - nonowner occupied3-311,8550.00%
Agricultural444-63,5800.00%
Residential real estate(1,603)(3)314,0660.00%
HELOC10-50,2400.00%
Consumer(39)(19)13,204-0.14%
Total$(440)$(250)$1,007,351-0.02%
December 31, 2023
Commercial & industrial$110$-$124,4350.00%
Commercial real estate - owner occupied202-118,5830.00%
Commercial real estate - nonowner occupied119-301,0720.00%
Agricultural23-59,7200.00%
Residential real estate190(52)313,034-0.02%
HELOC39-46,5760.00%
Consumer5(40)15,470-0.26%
Total$688$(92)$978,890-0.01%

The
ACL balance and the provision for credit losses are determined by management based upon periodic reviews of the loan portfolio. In addition,
management considers the level of charge offs on loans, as well as the fluctuations of charge offs and recoveries on loans, in the factors
which caused these changes. Estimating the risk of loss and the amount of loss is necessarily subjective. Accordingly, the allowance
is maintained by management at a level considered adequate to cover losses that are currently anticipated based on past loss experience,
economic conditions, information about specific borrower situations, including their financial position and collateral values, and other
factors and estimates which are subject to change over time.

38

The
Company has substantially increased its reserve level over the last several years. Specifically, the Company’s ACL balance has
increased from $12.6 million at December 31, 2020, to $16.1 million at December 31, 2025, which reflects an increase of $3.5 million,
or 28 percent. This increase was the result of $2.8 million in provision expense during the period and $0.4 million in net charge-offs
over the five-year period. The reserve increased during 2023 due to the one-time CECL adjustment of $1.4 million taken in January of
2023 upon the Company’s adoption of the CECL methodology.

The
following schedule provides a breakdown of the ACL allocated by type of loan and related ratios at December 31 for the years indicated:

PercentagePercentagePercentage
of Loansof Loansof Loans
In EachIn EachIn Each
CategoryCategoryCategory
Allowanceto TotalAllowanceto TotalAllowanceto Total
AmountLoansAmountLoansAmountLoans
($ in thousands)202520242023
Commercial & industrial$1,82111.3%$2,66617.7%$2,00312.7%
Commercial real estate - owner occupied2,23313.9%1,80612.0%1,95212.4%
Commercial real estate - nonowner occupied6,84642.5%5,72137.9%5,71836.2%
Agricultural3081.9%8845.9%4402.8%
Residential real estate3,93124.4%3,33022.1%4,93631.3%
HELOC6734.2%5203.4%5103.2%
Consumer3021.9%1691.1%2271.4%
$16,114100.0%$15,096100.0%$15,786100.0%

Regulatory
capital reporting is required for State Bank only, as the Company is currently exempt from quarterly regulatory capital level measurement
pursuant to the Small Bank Holding Company Policy Statement. As of December 31, 2025, State Bank met all regulatory capital levels required
to be considered well-capitalized (see Note 16 to the Consolidated Financial Statements).

On
May 27, 2021, the Company issued and sold $20.0 million in aggregate principal amount of its 3.65% Fixed to Floating Rate Subordinated
Notes due 2031 in a private placement exempt from the registration requirements under the Securities Act. The Subordinated Notes bear
interest at a fixed rate of 3.65% through May 31, 2026. From June 1, 2026 to the maturity date or earlier redemption of the Subordinated
Notes, the interest rate will reset quarterly to an interest rate per annum, equal to the then-current-three-month Secured Overnight
Financing Rate (“SOFR”) provided by the Federal Reserve Bank of New York plus 296 basis points. The Subordinated Notes have
a maturity of 10 years.

Earnings
Summary – 2025 vs. 2024

Net
income for 2025 was $14.0 million, or $2.19 per diluted common share, compared with net income of $11.5 million, or $1.72 per diluted
common share, for 2024. State Bank reported net income for 2025 of $15.9 million, which was up from the $13.0 million of net income in
2024. SBFG Title reported net income for 2025 of $0.58 million, which was up from net income of $0.36 million for 2024.

39

Positive
results for 2025 included loan growth of $133.9 million, with deposits higher by $154.6 million. Loan and deposit growth were supplemented
by our acquisition of The Marblehead Bank in the first quarter of 2025, adding $18 million and $47 million of loans and deposits, respectively.
Residential real estate loan production was $277.7 million, with $5.0 million of revenue from gains on sale. The level of mortgage origination
was up from the $261.3 million in 2024. The Company’s loans serviced for others ended the year at $1.48 billion, up from $1.43
billion at December 31, 2024.

Operating
revenue was higher at $65.6 million in 2025, compared to $56.9 million in 2024 as balance sheet growth and margin improvement drove net
interest income higher, supplemented by higher mortgage revenues. SBFG Title revenue expanded by $0.4 million compared to the prior year.

Operating
expense increased by $4.0 million, or 9.4 percent, from $43.0 million in 2024 to $47.0 million in 2025, due to higher incentive and commission
levels. Operating expense included conversion expenses of $0.8 million and almost a full year of Marblehead operations.

Results
of Operations

Years Ended December 31,
($ in thousands, except per share data)20252024% Change
Total assets$1,545,367$1,379,51712.0%
Total investments188,626201,588-6.4%
Loans held for sale1,7616,770-74.0%
Loans, net of unearned income1,180,5911,046,73512.8%
Allowance for credit losses16,11415,0966.7%
Total deposits1,307,2441,152,60513.4%
Total operating revenue1$65,560$56,93915.1%
Net interest income48,45339,92221.4%
Loan loss provision1,306124953.2%
Noninterest income17,10717,0170.5%
Noninterest expense46,99942,9599.4%
Net income13,97411,47021.8%
Diluted earnings per share2.191.7227.3%
Column 1Column 2Column 3
1Operating revenue equals net interest income plus noninterest income.

Net
interest income was $48.4 million for 2025 and increased by 21 percent from net interest income of $40.0 million for 2024. Average earning
assets increased to $1.40 billion in 2025, compared to $1.31 billion in 2024, primarily due to the increase in our loan portfolio, with
higher overnight cash offset by lower securities. The consolidated 2025 full year net interest margin on a fully-taxable equivalent (“FTE”)
basis was 3.47 percent compared to 3.06 percent for the full year of 2024.

Provision
for credit losses was taken in 2025 in the amount of $1.31 million compared to $0.12 million taken during 2024. For 2025, net charge-offs
totaled $0.26 million, or 0.02 percent of average loans, compared to net charge-offs of $0.25 million, or 0.02 percent of average loans,
for 2024.

Noninterest IncomeYears Ended December 31,
($ in thousands)20252024% Change
Wealth management fees$3,535$3,5110.7%
Customer service fees3,5443,4672.2%
Gains on sale of residential loans & OMSR’s5,0154,5649.9%
Mortgage loan servicing fees, net1,5622,18328.4%
Gain on sale of non-mortgage loans143146-2.1%
Title insurance income2,0481,63525.3%
Other1,2601,511-16.6%
Total noninterest income$17,107$17,0170.5%

40

Total
noninterest income was $17.1 million for 2025 compared to $17.0 million for 2024, representing an increase of $0.17 million, or 0.5 percent,
year-over-year. Gains on sale of residential mortgage loans was up from 2024 by $0.45 million, or 9.9 percent. The Company sold $250.4
million of originated mortgages into the secondary market in 2025, which due to being higher than the amortization on the serviced portfolio,
increased the size of our serviced loan portfolio to $1.48 billion at December 31, 2025 from $1.43 billion at December 31, 2024. Sales
of non-mortgage loans (small business and farm credits) in 2025 was just $1.0 million, resulting in gain on sale of $0.14 million. The
Company saw its wealth management assets under management increase by $18.3 million to $566.0 million at December 31, 2025, with total
wealth management fees of $3.5 million.

Noninterest ExpenseYears Ended December 31,
($ in thousands)20252024% Change
Salaries & employee benefits$25,077$23,6036.2%
Net occupancy expense3,3092,88414.7%
Equipment expense4,5354,3334.7%
Data processing fees3,8403,07524.9%
Professional fees3,5942,92722.8%
Marketing expense651821-20.7%
Telephone and communications511525-2.7%
Postage and delivery expense54144721.0%
State, local and other taxes1,09190720.3%
Employee expense7637334.1%
Other expense3,0872,70414.2%
Total noninterest expense$46,999$42,9599.4%

Total
noninterest expense was $47.0 million for 2025 compared to $43.0 million for 2024, representing a $4.0 million, or 9.4 percent, increase
year-over-year. Included in the 2025 expense levels are $0.8 million in one-time conversion expenses and almost a full year of Marblehead
operations. Total full-time equivalent employees ended 2025 at 252, which was flat from year end 2024.

Earnings
Summary – 2024 vs. 2023

Net
income for 2024 was $11.5 million, or $1.72 per diluted common share, compared with net income of $12.1 million, or $1.75 per diluted
common share, for 2023. State Bank reported net income for 2024 of $13.0 million, which was down slightly from the $13.3 million of net
income in 2023. SBFG Title reported net income for 2024 of $0.36 million, which was up from net income of $0.24 million for 2023.

Positive
results for 2024 included loan growth of $46.5 million, with deposits higher by $82.4 million. Deposit growth was boosted by the Company’s
participation in the State of Ohio’s Homebuyer Plus program. For the full year of 2024, residential real estate loan production
was $261.3 million, with $4.6 million of revenue from gains on sale. The level of mortgage origination was up from the $215.5 million
in 2023.
The Company’s loans serviced for others ended the year at $1.427 billion, up slightly from $1.367 billion at December 31, 2023.

41

Operating
revenue for 2024 was steady at $57.0 million, as increased mortgage volume offset the sale of Visa B shares that occurred in 2023 of
$1.4 million. SBFG Title revenue also remained level at $1.64 million.

Operating
expense increased by $1.0 million, or 2.4 percent, from $42.0 million in 2023 to $43.0 million in 2024, due to higher incentive and commission
levels, which were partially offset by moving higher medical costs to SB Captive.

Goodwill,
Intangibles and Capital Purchases

The
Company completed its most recent annual goodwill impairment review as of December 31, 2025. Due to declines in the Company’s share
price, a quantitative evaluation of goodwill was completed as of September 30, 2024, which revealed that impairment was not warranted.
No triggering events have occurred since that assessment, which would warrant impairment. At December 31, 2025, the Company concluded
that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. The
Company’s goodwill is further discussed in Note 6 to the Consolidated Financial Statements.

Management
plans to continue from time to time to purchase additional premises and equipment and improve current facilities to meet the current
and future needs of the Company’s customers. These purchases will include buildings, leasehold improvements, furniture and equipment.
Management expects that cash on hand and cash generated from current operations will fund these capital expenditures and purchases.

Liquidity

Liquidity
relates primarily to the Company’s ability to fund loan demand, meet deposit customers’ withdrawal requirements and provide
for operating expenses. Sources used to satisfy these needs consist of cash and due from banks, interest-bearing deposits in other financial
institutions, securities available-for-sale, loans held for sale, and borrowings from various sources. These assets, excluding the borrowings,
are commonly referred to as liquid assets. Liquid assets were $263.1 million at December 31, 2025, which included pledged available-for-sale
securities of $141.2 million, compared to liquid assets of $235.9 million at December 31, 2024.

The
Company does not have material cash requirements for capital expenditures over the next year. Any cash needs for capital requirements
would be funded by cash existing at the Company.

The
Company’s commercial real estate, first mortgage residential, agricultural and multi-family mortgage portfolio of $978.2 million
at December 31, 2025, can and is readily used to collateralize borrowings, which is an additional source of liquidity. Management believes
the Company’s current liquidity level, without these borrowings, is sufficient to meet its current and anticipated liquidity needs.
At December 31, 2025, all eligible commercial real estate, residential first, multi-family mortgage and agricultural loans were pledged
under a FHLB blanket lien.

Significant
additional off balance-sheet liquidity is available in the form of FHLB advances, unused federal funds lines from correspondent banks
and the national certificate of deposit market. Management expects the risk of changes in off-balance-sheet arrangements to be immaterial
to earnings. Based on the current collateralization requirements of the FHLB, approximately $159.9 million of additional borrowing capacity
existed at December 31, 2025.

At
December 31, 2025, and 2024, the Company had $41.0 million in federal funds lines available. The Company also had $47.4 million in unpledged
securities at December 31, 2025, available for additional borrowings.

42

The
cash flow statements for the periods presented provide an indication of the Company’s sources and uses of cash as well as an indication
of the ability of the Company to maintain an adequate level of liquidity. A discussion of the cash flow statements for 2025 and 2024
follows:

The
Company experienced positive cash flows from operating activities in 2025 and 2024. Net cash from operating activities was $24.0 million
and $9.5 million for the years ended December 31, 2025, and 2024, respectively. Significant operating items for 2025 included gain on
sale of loans of $5.2 million and net income of $14.0 million. Cash provided by the sale of loans held for sale was $251.7 million. Cash
used in the origination of loans held for sale were $244.0 million.

The
Company experienced negative cash flows from investing activities in 2025 and 2024. Net cash used in investing activities was $68.1 million
and $28.9 million for the years ended December 31, 2025, and 2024, respectively. A net increase in loans of $115.6 million was the primary
change in 2025. The primary change for 2024 was a net increase in loans of $46.8 million. The Company had proceeds from repayments, maturities,
sales and calls of securities of $53.8 million and $18.8 million in 2025 and 2024, respectively.

The
Company experienced positive cash flows from financing activities in 2025 and 2024. Net cash provided by financing activities was $89.7
million and $22.5 million for the years ended December 31, 2025, and 2024, respectively. The increase in deposits of $101.6 million and
$82.4 million attributed to the positive cash flows in 2025 and 2024, respectively.

The
Company uses an Economic Value of Equity (“EVE”) analysis to measure risk in the balance sheet incorporating all cash flows
over the estimated remaining life of all balance sheet positions. The EVE analysis calculates the net present value of the Company’s
assets and liabilities in rate shock environments that range from -400 basis points to +400 basis points. The results of this analysis
are reflected in the following table, which reflects the Company’s neutral balance sheet that directionally is trending to a liability
sensitive position:

Economic Value of Equity
December 31, 2025
($ in thousands)
Change in rates$ Amount$ Change% Change
+400 basis points$287,836$29,14311.27%
+300 basis points283,09524,4029.43%
+200 basis points275,22716,5346.39%
+100 basis points267,3868,6933.36%
Base Case258,693--
-100 basis points245,130(13,563)-5.24%
-200 basis points226,992(31,701)-12.25%
-300 basis points206,265(52,428)-20.27%
-400 basis points212,241(46,452)-17.96%
Economic Value of Equity
December 31, 2024
($ in thousands)
Change in rates$ Amount$ Change% Change
+400 basis points$258,979$10,6524.29%
+300 basis points258,2479,9203.99%
+200 basis points253,7135,3862.17%
+100 basis points250,5452,2180.89%
Base Case248,327--
-100 basis points240,798(7,529)-3.03%
-200 basis points229,540(18,787)-7.57%
-300 basis points213,379(34,948)-14.07%
-400 basis points190,188(58,139)-23.41%

43

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001213900-25-021622.

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2025-03-07. Report date: 2024-12-31.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SB
Financial Group, Inc. (“SB Financial”), is a financial holding company registered with the Federal Reserve Board and subject
to regulation under the Bank Holding Company Act of 1956, as amended. Through its direct and indirect subsidiaries, including The State
Bank and Trust Company (“State Bank”), SB Financial is engaged in commercial and retail banking, wealth management and private
client financial services.

The
following discussion provides a review of the consolidated financial condition and results of operations of SB Financial and its subsidiaries
(collectively, the “Company”). This discussion should be read in conjunction with the Company’s Consolidated Financial
Statements and related Notes as of and for the years ended December 31, 2024, and 2023 included in this Annual Report on Form 10-K.

Strategic
Discussion

The
focus and strategic goal of the Company is to grow into and remain a top decile (90th percentile) independent financial
services company. The Company intends to achieve and maintain that goal by executing our five key initiatives.

Increase
profitability through ongoing diversification of revenue streams: For the twelve months ended December 31, 2024, the Company generated
$17.0 million in noninterest income, or 29.9 percent of total operating revenue, from fee-based products. These revenue sources include
fees generated from saleable residential mortgage loans, retail deposit products, wealth management services, saleable business-based
loans (small business and farm service) and title agency revenue. For the twelve months ended December 31, 2023, the Company generated
$17.7 million in noninterest income, or 31.1 percent of total operating revenue from fee-based products.

Strengthen
our penetration in all markets served: Over our 122-year history of continuous operation in Northwest Ohio, we have established a
significant presence in our traditional markets in Defiance, Fulton, Paulding and Williams counties in Ohio. In our newer markets of
Bowling Green, Columbus, Findlay, Toledo (Ohio) and Ft. Wayne (Indiana), our current market penetration is minimal, but we believe our
potential for growth is significant. Over the past few years, we have expanded and committed additional resources to our presence in
the Findlay and Edgerton markets in particular; however, we continue to seek to expand the presence and penetration in all of our markets.
On January 17, 2025, we established our presence in Ottawa County with the acquisition of The Marblehead Bank located in Marblehead,
Ohio.

Expand
product utilization by new and existing customers: As of December 31, 2024, we operated in 14 counties in Northwest Ohio, Central
Ohio and Northeast Indiana with 23 full-service offices, 23 ATM’s and seven loan production offices. Combined in the 14 counties
of operation, we command 0.94 percent of the deposit market share, which has steadily grown. In our traditional markets of Northwest
Ohio, the deposit market share is 4.40 percent.

Deliver
gains in operational excellence: Our management team believes that becoming and remaining a high-performance financial services company
will depend upon seamlessly and consistently delivering operational excellence, as demonstrated by the Company’s leadership in
the origination and servicing of residential mortgage loans. As of December 31, 2024, the Company serviced 8,750 residential mortgage
loans with an aggregate principal balance of $1.43 billion. As of December 31, 2023, the Company serviced 8,549 loans with an aggregate
principal balance of $1.37 billion.

31

Sustain
asset quality: As of December 31, 2024, the Company’s asset quality metrics remained strong. Specifically, total nonperforming
assets were $5.5 million, or 0.40 percent of total assets. Total delinquent loans at December 31, 2024 were 0.63 percent of total loans.
As of December 31, 2023, the Company had total nonperforming assets of $3.3 million, or 0.25 percent of total assets. Total delinquent
loans at December 31, 2023 were 0.15 percent of total loans.

The
successful execution of these five strategies has enabled the Company to improve financial performance across a broad series of metrics.
These metrics over the last five years are outlined in the following table. Specifically, the Company has increased total assets by $121.7
million, or 9.7 percent. The growth has been on both sides of the balance sheet over the five-year period, with loans growing $174.0
million or 19.9 percent and deposits growing $103.6 million or 9.9 percent.

During
the prior five-year period, the Company has raised capital through the issuance of debt securities to the market, which has improved
capital significantly and expanded liquidity for potential strategic expansion. Strategic expansion has also occurred during the period
with the acquisition of a small community bank (The Edon State Bank of Edon, Ohio) in 2020, the opening of three branch offices and the
acquisition of two full-service title agencies. As detailed in Note 23, we closed on an acquisition of another small community bank in
Marblehead, Ohio on January 17, 2025.

Financial
Highlights

Year Ended
December 31,

($ in thousands, except per share data)
Earnings20242023202220212020
Interest income$64,349$58,152$44,569$41,904$42,635
Interest expense24,42718,8795,1704,0206,705
Net interest income39,92239,27339,39937,88435,930
Provision for loan losses124315-1,0504,500
Noninterest income17,01717,72118,23130,69730,096
Noninterest expense42,95941,96242,31444,80843,087
Provision for income taxes2,3862,6222,7954,4463,495
Net income11,47012,09512,52118,27714,944
Net income available to common shareholders11,47012,09512,52118,27714,944
Per Common Share Data
Basic earnings$1.72$1.77$1.79$2.58$1.96
Diluted earnings1.721.751.772.561.96
Cash dividends declared0.560.520.480.440.40
Total equity per share19.6418.5017.0821.0519.39
Average Balances
Average total assets$1,361,274$1,334,644$1,318,781$1,322,253$1,161,396
Average equity124,742118,315126,963144,223139,197
Ratios
Return on average total assets0.84%0.91%0.95%1.38%1.29%
Return on average equity9.1910.229.8612.6710.74
Cash dividend payout ratio132.8729.6227.2517.1820.54
Average equity to average assets9.168.869.6310.9111.99
Period End Totals
Total assets$1,379,517$1,343,249$1,335,633$1,330,854$1,257,839
Available-for-sale securities201,587219,708238,780263,259149,406
Loans held for sale6,7702,5252,0737,4727,234
Total loans & leases1,046,7351,000,212962,075822,714872,723
Allowance for credit losses15,09615,78613,81813,80512,574
Total deposits1,152,6051,070,2051,086,6651,113,0451,049,011
Advances from FHLB35,00083,60060,0005,5008,000
Trust preferred securities10,31010,31010,31010,31010,310
Subordinated debt, net19,69019,64219,59419,546-
Total equity127,508124,342118,428144,929142,923
Column 1Column 2Column 3
1Cash dividends on common shares divided by net income available to common.

32

Critical
Accounting Policies and Estimates

The
accounting and reporting policies of the Company are in accordance with generally accepted accounting principles in the United States
and conform to general practices within the banking industry. The Company’s significant accounting policies are described in detail
in the Notes to the Company’s Consolidated Financial Statements for the years ended December 31, 2024 and 2023. The preparation
of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions.
The Company’s financial position and results of operations can be affected by these estimates and assumptions and are integral
to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important
to the portrayal of the Company’s financial condition and results, and they require management to make estimates that are difficult,
subjective or complex.

Allowance
for Credit Losses: The Company believes the determination of the ACL involves a higher degree of judgment and complexity than its
other significant accounting policies. The ACL is calculated with the objective of maintaining a reserve level believed by management
to be sufficient to absorb estimated credit losses over the life of an asset or an off-balance sheet credit exposure. Management’s
determination of the adequacy of the ACL is based on periodic evaluations of past events, including historical credit loss experience
on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability
of the remaining cash flows over the contractual term of the financial assets. However, this evaluation has subjective components requiring
material estimates, including expected default probabilities, the expected loss given default, the amounts and timing of expected future
cash flows on individually evaluated loans, and estimated losses based on historical loss experience and forecasted economic conditions.
All of these factors may be susceptible to significant change. To the extent that actual results differ from management estimates, additional
provisions for credit losses may be required that would adversely impact earnings in future periods.

Goodwill
and Other Intangibles: The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other
intangibles, at fair value as required. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are
amortized over their estimated useful lives using straight-line and accelerated methods, and are subject to impairment if events or circumstances
indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment
analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future.
Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends,
specific industry conditions and changes in competition.

Income
Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and
liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts
and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets
to the amount expected to be realized. Realization of deferred tax assets is dependent upon the generation of a sufficient level of future
taxable income and recoverable taxes paid in prior years. Although realization is not assured, management believes it is more likely
than not that all of the deferred tax assets will be realized. The Company recognizes interest and/or penalties related to income tax
matters in income tax expense.

An
effective tax rate of 21% is used to determine after-tax components of other comprehensive income (loss) included in the statements of
shareholders’ equity.

A
tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in
a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is
greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test,
no tax benefit is recorded.

Changes
in Financial Condition

Total
assets at December 31, 2024, were $1.38 billion, compared to $1.34 billion at December 31, 2023. Loans (excluding loans held for sale)
were $1.05 billion at December 31, 2024, compared to $1.00 billion at December 31, 2023. Total deposits were $1.15 billion at December
31, 2024, compared to $1.07 billion at December 31, 2023. The Company continued to allocate the reductions in our bond portfolio, from
scheduled amortization, into higher yielding loan balances.

33

The
following are the condensed average balance sheets of the Company for the years ending December 31 and includes the interest earned or
paid, and the average interest rate, on each asset and liability:

202420232022
($ in thousands)AverageAverageAverageAverageAverageAverage
BalanceInterestRateBalanceInterestRateBalanceInterestRate
Assets
Taxable securities/cash$247,026$6,8442.77%$254,133$6,0922.40%$330,549$5,7981.75%
Non-taxable securities6,3931462.28%7,1811702.37%8,1061982.44%
Loans, net11,014,37557,3595.65%985,21751,8905.27%888,11638,5734.34%
Total earning assets1,267,79464,3495.08%1,246,53158,1524.67%1,226,77144,5693.63%
Cash and due from banks4,3884,0357,296
Allowance for credit losses(15,536)(15,478)(13,808)
Premises and equipment20,92922,99024,137
Other assets83,69976,56674,385
Total assets$1,361,274$1,334,644$1,318,781
Liabilities
Savings and interest-bearing demand deposits$643,710$11,0731.72%$619,906$7,5991.23%$693,271$2,2580.33%
Time deposits259,8189,9623.83%236,6657,1093.00%159,4011,2190.76%
Repurchase agreements & other14,3361541.07%15,765740.47%20,481390.19%
Advances from FHLB39,0921,7214.40%55,0442,6034.73%16,4205153.14%
Trust preferred securities10,3107397.17%10,3107166.94%10,3103613.50%
Subordianted debt19,6557783.96%19,6167783.97%19,5707783.98%
Total interest-bearing liabilities986,92124,4272.48%957,30618,8791.97%919,4535,1700.56%
Demand deposits227,445237,976252,899
Other liabilities22,15621,04719,466
Total liabilities1,236,5221,216,3291,191,818
Shareholders’ equity124,742118,315126,963
Total liabilities and shareholders’ equity$1,361,264$1,334,644$1,318,781
Net interest income (tax equivalent basis)$39,922$39,273$39,399
Net interest income as a percent
of average interest-earning assets - GAAP measure3.15%3.15%3.21%
Net interest income as a percent of average
interest-earning assets - Non-GAAP measure 23.16%3.16%3.22%
-- Computed on a fully tax equivalent basis (FTE)
Column 1Column 2Column 3
1Nonaccruing loans and loans held for sale are included in the average balances.
Column 1Column 2Column 3
2Interest on tax exempt securities and loans is computed on a tax equivalent basis using a 21 percent statutory tax rate, and added to the net interest income. The tax equivalent adjustment was $0.14, $0.14 and $0.11 million in 2024, 2023 and 2022, respectively.

34

The
following tables set forth the effect of volume and rate changes on interest income and expense for the periods indicated. For purposes
of these tables, changes in interest due to volume and rate were determined as follows:

Column 1Column 2Column 3
Volume variance - change in volume multiplied by the previous year’s rate.
Column 1Column 2Column 3
Rate variance - change in rate multiplied by the previous year’s volume.
Column 1Column 2Column 3
Rate/volume variance - change in volume multiplied by the change in rate. This variance allocates the volume variance and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.
Total
VarianceVariance Attributable To
($ in thousands)2024/2023VolumeRate
Interest income
Taxable securities$752$(170)$922
Non-taxable securities1(24)(19)(5)
Loans, net of unearned income and deferred fees15,4691,5363,933
Total interest income6,1971,3464,851
Interest expense
Savings and interest-bearing demand deposits3,4742923,182
Time deposits2,8536952,158
Repurchase agreements & other80(7)87
Advances from FHLB(882)(754)(128)
Trust preferred securities23-23
Subordinated debt---
Total interest expense5,5482265,322
Net interest income$649$1,119$(470)
Column 1Column 2Column 3
1Interest on non-taxable securities and loans has been adjusted to fully tax equivalent

35

The
maturity distribution and weighted-average interest rates of debt securities available-for-sale at December 31, 2024, are set forth in
the table below. The weighted-average interest rates are based on coupon rates for securities purchased at par value and on effective
interest rates considering amortization or accretion if the securities were purchased at a premium or discount:

Maturing
WeightedWeightedWeightedWeightedWeighted
WithinAverage1-5Average5-10AverageAfterAverageAverage
($ in thousands)1 YearYieldYearsYieldYearsYield10 YearsYieldTotalYield
Available-for-sale:
U.S. Treasury and Government agencies$2,1384.08%$8173.39%$4,4341.46%-$7,3891.84%
Mortgage-backed securities7562.95%16,5361.38%8,6451.97%143,6831.90%169,6201.86%
State and political subdivisions-2762.61%3,4463.75%5,6852.35%9,4072.83%
Other corporate securities--15,1713.69%-15,1713.69%
Total securities by maturity$2,8943.78%$17,6291.49%$31,6962.92%$149,3681.92%$201,5872.04%
($ in thousands)Years Ended December 31,
Total loans20242023% Change
Commercial business & agriculture$189,298$191,932-1.4%
Commercial real estate479,573424,04113.1%
Residential real estate308,378318,123-3.1%
Consumer & other69,34065,6735.6%
Total loans1,046,589999,7694.7%
Net deferred costs (fees)146443-67.0%
Total loans, net deferred costs (fees)1,046,7351,000,2124.7%
Loans held for sale$6,770$2,525168.1%
Total deposits20242023% Change
Noninterest bearing demand$232,155$228,7131.5%
Interest-bearing demand201,085166,41320.8%
Savings & money market460,148419,5709.7%
Time deposits259,217255,5091.5%
Total deposits1,152,6051,070,2057.7%
Total shareholders’ equity$127,508$124,3422.5%

Loans
held for investment (“HFI”) increased $46.5 million, or 4.7 percent, to $1.05 billion at December 31, 2024, which was due
to an increase in commercial real estate lending during 2024. The Company allowed the residential real estate to amortize and minimal
new production on the balance sheet was generated.

Concentrations
of Credit Risk: The Company makes commercial, real estate and installment loans to customers located mainly in the Tri-State region
of Ohio, Indiana and Michigan. Commercial loans include loans collateralized by commercial real estate, business assets and, in the case
of agricultural loans, crops and farm equipment and the loans are expected to be repaid from cash flow from operations of businesses.
As of December 31, 2024, commercial business and agricultural loans made up approximately 18.0 percent of the HFI loan portfolio while
commercial real estate loans accounted for approximately 43.9 percent of the HFI loan portfolio. As of December 31, 2024, residential
first mortgage loans, which are secured by first mortgages on residential real estate, made up approximately 30.0 percent of the HFI
portfolio, while consumer loans to individuals, which are primarily secured by consumer assets, made up approximately 6.5 percent of
the HFI loan portfolio.

36

Maturities
and Sensitivities of Loans to Changes in Interest Rates: The following table shows the maturity distribution of loans outstanding
as of December 31, 2024. The amounts have been categorized between loans with a fixed or floating interest rate (floating rate loans
have an adjustable interest rate that changes based on a rate index).

Maturities
and Sensitivities of Loans to Changes in Interest Rates

As
of December 31, 2024

($ in thousands)Within one yearAfter one, but within five yearsAfter five, but within fifteen yearsAfter fifteen yearsTotal
Loans with fixed interest rates:
Commercial & industrial$1,063$31,732$17,717$17$50,529
Commercial real estate - owner occupied2,9626,0446,889-15,895
Commercial real estate - nonowner occupied4,01232,7708,21721645,215
Agricultural7754,9797,0141,52514,293
Residential real estate1,30092912,55029,27744,056
HELOC-----
Consumer4,0267,177907-12,110
Total$14,138$83,631$53,294$31,035$182,098
Loans with floating interest rates:
Commercial & industrial$23,696$16,178$32,533$1,828$74,235
Commercial real estate - owner occupied5,76810,01348,57054,185118,536
Commercial real estate - nonowner occupied1,01665,69697,472135,743299,927
Agricultural5053,95420,44425,48450,387
Residential real estate36343610,198253,325264,322
HELOC1836740,79112,63553,811
Consumer1,9811,438--3,419
Total$33,347$98,082$250,008$483,200$864,637
Total loans:
Commercial & industrial$24,759$47,910$50,250$1,845$124,764
Commercial real estate - owner occupied8,73016,05755,45954,185134,431
Commercial real estate - nonowner occupied5,02898,466105,689135,959345,142
Agricultural1,2808,93327,45827,00964,680
Residential real estate1,6631,36522,748282,602308,378
HELOC1836740,79112,63553,811
Consumer6,0078,615907-15,529
Total loans$47,485$181,713$303,302$514,235$1,046,735

Total
deposits increased $82.4 million, or 7.7 percent, to $1.15 billion at December 31, 2024. The State of Ohio Homebuyer Plus program impacted
transactional deposit growth during 2024, as the Company added approximately $50 million in lower cost deposits from this program.

The
average amount of deposits and weighted-average rates paid are summarized as follows for the years ended December 31:

202420232022
AverageAverageAverageAverageAverageAverage
($ in thousands)AmountRateAmountRateAmountRate
Savings and interest bearing demand deposits$643,7101.72%$619,9061.23%$693,2710.33%
Time deposits259,8183.83%236,6653.00%159,4010.76%
Non interest bearing demand deposits227,445-237,976-252,899-
Totals$1,130,9731.86%$1,094,5471.35%$1,105,5710.31%

37

Time
deposits that exceeded the FDIC insurance limit of $250,000 are summarized as follows:

($ in thousands)20242023
Three months or less$4,912$6,637
Over three months through six months7,2491,599
Over six months and through twelve months6,5335,209
Over twelve months4,7508,935
Total$23,444$22,380

Shareholders’
equity at December 31, 2024, was $127.5 million, or 9.2 percent of total assets compared to $124.3 million or 9.3 percent of total assets
at December 31, 2023. Retained earnings increased during the year due to earnings of $11.5 million less dividends paid to common shareholders
of $3.8 million and repurchases of Company common shares of $4.7 million. The fair market value of the bond portfolio declined slightly
during 2024 due to the valuation adjustment on the portfolio, which resulted in accumulated other comprehensive loss (“AOCI”)
rising to $30.2 million from $29.8 million.

The
Company continued to repurchase its own common shares during the year under the Company’s publicly announced share repurchase programs.
Specifically, the Company repurchased 253,817 shares during 2024 at an average price of $18.43 per share. On December 18, 2024, the Company’s
Board of Directors approved a share repurchase program authorizing the repurchase of 500,000 shares through December 31, 2026. As of
December 31, 2024, the Company had repurchased a total of 17,460 shares, and 482,540 shares remained available for purchase, under this
program. The December 18, 2024, share repurchase program replaced the Company’s prior repurchase program announced on December
21, 2022, under which an aggregate of 500,000 common shares of the Company were repurchased through December 2024.

Asset QualityYears Ended December 31,
($ in thousands)20242023% Change
Nonaccruing loans$5,516$2,81895.7%
Foreclosed assets and other assets held for sale, net-511N/M
Nonperforming assets5,5163,32965.7%
Net charge-offs/(recoveries)25092171.7%
Provision for credit losses124315-60.6%
Allowance for credit losses15,09615,786-4.4%
Nonaccruing loans/total loans0.53%0.28%87.0%
Allowance/nonaccruing loans273.7%560.2%-51.1%
Nonperforming assets/total assets0.40%0.25%61.3%
Net charge offs/average loans0.01%0.01%0.0%
Allowance/loans1.44%1.58%-8.6%
Allowance/nonperforming loans273.68%560.18%-51.1%

Nonperforming
assets totaled $5.5 million, or 0.40 percent of total assets at December 31, 2024, an increase of $2.2 million, or 65.7 percent from
2023. The Company had total net charge-offs on loans of $250,000 in 2024, as compared to net charge-offs of $92,000 in 2023. The Company’s
ACL at December 31, 2024, now covers nonperforming loans at 274 percent, down from 560 percent at December 31, 2023.

38

The following
schedule presents an analysis of the ACL, average loan data and related ratios at December 31 for the years indicated:

($ in thousands)Provision for Credit LossesNet (Chargeoffs) RecoveriesAverage LoansRatio of annualized net (chargeoffs) recoveries to average loans
December 31, 2024
Commercial & industrial$891$(228)$123,238-0.19%
Commercial real estate - owner occupied(146)-131,1680.00%
Commercial real estate - nonowner occupied3-311,8550.00%
Agricultural444-63,5800.00%
Residential real estate(1,603)(3)314,0660.00%
HELOC10-50,2400.00%
Consumer(39)(19)13,204-0.14%
Total$(440)$(250)$1,007,351-0.02%
December 31, 2023
Commercial & industrial$110$-$124,4350.00%
Commercial real estate - owner occupied202-118,5830.00%
Commercial real estate - nonowner occupied119-301,0720.00%
Agricultural23-59,7200.00%
Residential real estate190(52)313,034-0.02%
HELOC39-46,5760.00%
Consumer5(40)15,470-0.26%
Total$688$(92)$978,890-0.01%
December 31, 2022
Commercial & industrial$(227)$-$126,4960.00%
Commercial real estate - owner occupied(868)-122,0310.00%
Commercial real estate - nonowner occupied367-276,8050.00%
Agricultural12-58,7450.00%
Residential real estate923-239,1620.00%
HELOC(45)1343,2100.03%
Consumer(162)-14,0390.00%
Total$-$13$880,4880.00%

The
ACL balance and the provision for credit losses are determined by management based upon periodic reviews of the loan portfolio. In addition,
management considers the level of charge offs on loans, as well as the fluctuations of charge offs and recoveries on loans, in the factors
which caused these changes. Estimating the risk of loss and the amount of loss is necessarily subjective. Accordingly, the allowance
is maintained by management at a level considered adequate to cover losses that are currently anticipated based on past loss experience,
economic conditions, information about specific borrower situations, including their financial position and collateral values, and other
factors and estimates which are subject to change over time.

The
Company has substantially increased its reserve level over the last several years. Specifically, the Company’s ACL balance has
increased from $8.8 million at December 31, 2019 to $15.1 million at December 31, 2024, which reflects an increase of $6.3 million, or
72 percent. This increase was the result of $6.8 million in provision expense during the period and $1.0 million in net charge-offs over
the five-year period. The reserve increased during 2023 due to the one-time CECL adjustment of $1.4 million taken in January of 2023
upon the Company’s adoption of the CECL methodology.

39

The
following schedule provides a breakdown of the ACL allocated by type of loan and related ratios at December 31 for the years indicated:

Allowance AmountPercentage of Loans In Each Category to Total LoansAllowance AmountPercentage of Loans In Each Category to Total LoansAllowance AmountPercentage of Loans In Each Category to Total Loans
($ in thousands)202420232022
Commercial & industrial$2,66617.7%$2,00312.7%$1,66312.0%
Commercial real estate - owner occupied1,80612.0%1,95212.4%1,69612.3%
Commercial real estate - nonowner occupied5,72137.9%5,71836.2%4,58433.2%
Agricultural8845.9%4402.8%6114.4%
Residential real estate3,33022.1%4,93631.3%4,43832.1%
HELOC5203.4%5103.2%5474.0%
Consumer1691.1%2271.4%2792.0%
$15,096100.0%$15,786100.0%$13,818100.0%

Regulatory
capital reporting is required for State Bank only, as the Company is currently exempt from quarterly regulatory capital level measurement
pursuant to the Small Bank Holding Company Policy Statement. As of December 31, 2024, State Bank met all regulatory capital levels required
to be considered well-capitalized (see Note 16 to the Consolidated Financial Statements).

On
May 27, 2021, the Company issued and sold $20.0 million in aggregate principal amount of its 3.65% Fixed to Floating Rate Subordinated
Notes due 2031 in a private placement exempt from the registration requirements under the Securities Act. The Subordinated Notes bear
interest at a fixed rate of 3.65% through May 31, 2026. From June 1, 2026 to the maturity date or earlier redemption of the Subordinated
Notes, the interest rate will reset quarterly to an interest rate per annum, equal to the then-current-three-month Secured Overnight
Financing Rate (“SOFR”) provided by the Federal Reserve Bank of New York plus 296 basis points. The Subordinated Notes have
a maturity of 10 years.

Earnings
Summary – 2024 vs. 2023

Net
income for 2024 was $11.5 million, or $1.72 per diluted share, compared with net income of $12.1 million, or $1.75 per diluted share,
for 2023. State Bank reported net income for 2024 of $13.0 million, which was down slightly from the $13.3 million of net income in 2023.
SBFG Title reported net income for 2024 of $0.36 million, which was up from net income of $0.24 million for 2023.

Positive
results for 2024 included loan growth of $46.5 million, with deposits higher by $82.4 million. Deposit growth was boosted by the Company’s
participation in the State of Ohio’s Homebuyer Plus program. For the full year of 2024, residential real estate loan production
was $261.3 million, with $4.6 million of revenue from gains on sale. The level of mortgage origination was up from the $215.5 million
in 2023. The Company’s loans serviced for others ended the year at $1.427 billion, up slightly from $1.367 billion at December
31, 2023.

Operating
revenue was steady at $57.0 million as increased mortgage volume offset the sale of Visa B shares that occurred in 2023 of $1.4 million.
SBFG Title revenue also remained level at $1.64 million.

40

Operating
expense increased by $1.0 million, or 2.4 percent, from $42.0 million in 2023 to $43.0 million in 2024, due to higher incentive and commission
levels, which were partially offset by moving higher medical costs to the Captive.

Results
of Operations

Years Ended December 31,
($ in thousands, except per share data)20242023% Change
Total assets$1,379,517$1,343,2492.7%
Total investments201,588219,708-8.2%
Loans held for sale6,7702,525168.1%
Loans, net of unearned income1,046,7351,000,2124.7%
Allowance for credit losses15,09615,786-4.4%
Total deposits1,152,6051,070,2057.7%
Total operating revenue1$56,939$56,994-0.1%
Net interest income39,92239,2731.7%
Loan loss provision124315-60.6%
Noninterest income17,01717,721-4.0%
Noninterest expense42,95941,9622.4%
Net income11,47012,095-5.2%
Diluted earnings per share1.721.75-1.7%
Column 1Column 2Column 3
1Operating revenue equals net interest income plus noninterest income.

Net
interest income was $39.9 million for 2024 and increased slightly from net interest income of $39.3 million for 2023. Average earning
assets increased slightly to $1.27 billion in 2024, compared to $1.25 billion in 2023, primarily due to the increase in our loan portfolio,
partially offset by lower cash and securities. The consolidated 2024 full year net interest margin on a fully-taxable equivalent (“FTE”)
basis was 3.16 percent compared to 3.16 percent for the full year of 2023.

Provision
for credit losses was taken in 2024 in the amount of $0.12 million compared to $0.32 million taken during 2023. For 2024, net charge-offs
totaled $0.25 million or 0.02 percent of average loans, compared to net charge-offs of $0.01 million or 0.01 percent of average loans,
for 2023.

Noninterest IncomeYears Ended December 31,
($ in thousands)20242023% Change
Wealth management fees$3,511$3,532-0.6%
Customer service fees3,4673,4031.9%
Gains on sale of residential loans & OMSR’s4,5643,60926.5%
Mortgage loan servicing fees, net2,1832,101-3.9%
Gain on sale of non-mortgage loans146429-66.0%
Title insurance income1,6351,6350.0%
Other1,5113,012-49.8%
Total noninterest income$17,017$17,721-4.0%

41

Total
noninterest income was $17.0 million for 2024 compared to $17.7 million for 2023, representing a decrease of $0.7 million, or 4.0 percent,
year-over-year. Gains on sale of residential mortgage loans was up from 2023 by $0.96 million, or 26.5 percent. The Company sold $216.0
million of originated mortgages into the secondary market in 2024, which due to being higher than the amortization on the serviced portfolio,
increased the size of our serviced loan portfolio to $1.428 billion at December 31, 2024 from $1.367 billion at December 31, 2023. Sales
of non-mortgage loans (small business and farm credits) in 2024 was just $0.7 million. The Company saw its wealth management assets under
management increase by $45.9 million to $547.7 million at December 31, 2024, with total wealth management fees of $3.5 million.

Noninterest ExpenseYears Ended December 31,
($ in thousands)20242023% Change
Salaries & employee benefits$23,603$22,7773.6%
Net occupancy expense2,8843,096-6.8%
Equipment expense4,3334,0786.3%
Data processing fees3,0752,65915.6%
Professional fees2,9273,024-3.2%
Marketing expense8217825.0%
Telephone and communications5255014.8%
Postage and delivery expense4474323.5%
State, local and other taxes907949-4.4%
Employee expense73363116.2%
Other expense2,7043,033-10.8%
Total noninterest expense$42,959$41,9622.4%

Total
noninterest expense was $43.0 million for 2024 compared to $42.0 million for 2023, representing a $1.0 million, or 2.4 percent, increase
year-over-year. Total full-time equivalent employees ended 2024 at 252, which was up 1 from year end 2023.

Earnings
Summary – 2023 vs. 2022

Net
income for 2023 was $12.1 million, or $1.75 per diluted share, compared with net income of $12.5 million, or $1.77 per diluted share,
for 2022. State Bank reported net income for 2023 of $13.3 million, which was down slightly from the $13.4 million of net income in 2022.
SBFG Title reported net income for 2023 of $0.24 million, which was down from net income of $0.39 million for 2022.

Positive
results for 2023 included loan growth of $38.1 million, while deposits were slightly lower by $16.5 million. The Company completed the
final forgiveness in January of 2023 from the nearly 1,200 PPP loans processed during 2020 and 2021. The mortgage banking business line
was impacted by the rapidly rising rates, which contributed to the reduction in both balance growth and gains on sale. For the full year
of 2023, residential real estate loan production was $215.5 million, with $3.6 million of revenue from gains on sale. The level of mortgage
origination was down from the $313.0 million in 2022. The Company’s loans serviced for others ended the year at $1.367 billion,
up slightly from $1.352 billion at December 31, 2022.

Operating
revenue decreased just slightly by $0.6 million, or 1.1 percent, from $57.6 million in 2022 to $57.0 million in 2023 due to decreased
originated mortgage servicing rights (“OMSR”) recapture, significantly lower mortgage gain revenue offset by a $1.4 million
gain on the sale of equity securities. SBFG Title revenue decreased by $0.6 million to $1.6 million for 2023.

Operating
expense decreased by $0.35 million, or 0.8 percent, from $42.3 million in 2022 to $42.0 million in 2023, due to lower incentive and commission
levels, which were partially offset by higher medical costs and increased spending on technology.

Goodwill,
Intangibles and Capital Purchases

The
Company completed its most recent annual goodwill impairment review as of December 31, 2024. Due to declines in the Company’s share
price, a quantitative evaluation of goodwill was completed as of September 30, 2024, which revealed that impairment was not warranted.
No events have occurred since that assessment, which would warrant impairment. At December 31, 2024, the Company concluded that it was
more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. The Company’s
goodwill is further discussed in Note 6 to the Consolidated Financial Statements.

Management
plans to continue from time to time to purchase additional premises and equipment and improve current facilities to meet the current
and future needs of the Company’s customers. These purchases will include buildings, leasehold improvements, furniture and equipment.
Management expects that cash on hand and cash generated from current operations will fund these capital expenditures and purchases.

42

Liquidity

Liquidity
relates primarily to the Company’s ability to fund loan demand, meet deposit customers’ withdrawal requirements and provide
for operating expenses. Sources used to satisfy these needs consist of cash and due from banks, interest-bearing deposits in other financial
institutions, securities available-for-sale, loans held for sale and borrowings from various sources. These assets, excluding the borrowings,
are commonly referred to as liquid assets. Liquid assets were $235.9 million at December 31, 2024, which included pledged available-for-sale
securities of $132.8 million, compared to liquid assets of $246.7 million at December 31, 2023.

The
Company does not have material cash requirements for capital expenditures over the next year. Any cash needs for capital requirements
would be funded by cash existing at the Company.

The
Company’s commercial real estate, first mortgage residential, agricultural and multi-family mortgage portfolio of $852.6 million
at December 31, 2024, can and is readily used to collateralize borrowings, which is an additional source of liquidity. Management believes
the Company’s current liquidity level, without these borrowings, is sufficient to meet its current and anticipated liquidity needs.
At December 31, 2024, all eligible commercial real estate, residential first, multi-family mortgage and agricultural loans were pledged
under a FHLB blanket lien.

Significant
additional off balance-sheet liquidity is available in the form of FHLB advances, unused federal funds lines from correspondent banks
and the national certificate of deposit market. Management expects the risk of changes in off-balance-sheet arrangements to be immaterial
to earnings. Based on the current collateralization requirements of the FHLB, approximately $142.5 million of additional borrowing capacity
existed at December 31, 2024.

At
December 31, 2024 and 2023, the Company had $41.0 million in federal funds lines available. The Company also had $66.8 million in unpledged
securities at December 31, 2024 available for additional borrowings.

The
cash flow statements for the periods presented provide an indication of the Company’s sources and uses of cash as well as an indication
of the ability of the Company to maintain an adequate level of liquidity. A discussion of the cash flow statements for 2024 and 2023
follows:

The
Company experienced positive cash flows from operating activities in 2024 and 2023. Net cash from operating activities was $9.5 million
and $14.0 million for the years ended December 31, 2024 and 2023, respectively. Significant operating items for 2024 included gain on
sale of loans of $4.7 million and net income of $11.5 million. Cash provided by the sale of loans held for sale were $216.0 million.
Cash used in the origination of loans held for sale were $217.8 million.

The
Company experienced negative cash flows from investing activities in 2024 and 2023. Net cash used in investing activities was $28.9 million
and $17.4 million for the years ended December 31, 2024 and 2023, respectively. A net increase in loans of $46.8 million was the primary
change in 2024. The primary change for 2023 was a net increase in loans of $38.7 million. The Company had proceeds from repayments, maturities,
sales and calls of securities of $18.8 million and $22.2 million in 2024 and 2023, respectively.

The
Company experienced positive cash flows from financing activities in 2024 and negative cash flows in 2023. Net cash provided by financing
activities was $22.5 million and net cash used in financing activities was $1.5 million for the years ended December 31, 2024 and 2023,
respectively. The increase in deposits of $82.4 million attributed to the positive cash flows in 2024 and the decrease in deposits of
$16.5 million attributed to the negative cash flows in 2023.

43

The
Company uses an Economic Value of Equity (“EVE”) analysis to measure risk in the balance sheet incorporating all cash flows
over the estimated remaining life of all balance sheet positions. The EVE analysis calculates the net present value of the Company’s
assets and liabilities in rate shock environments that range from -400 basis points to +400 basis points. The results of this analysis
are reflected in the following table, which reflects the Company’s neutral balance sheet that directionally is trending to a liability
sensitive position:

Economic Value of Equity
December 31, 2024
($ in thousands)
Change in rates$ Amount$ Change% Change
+400 basis points$258,979$10,6524.29%
+300 basis points258,2479,9203.99%
+200 basis points253,7135,3862.17%
+100 basis points250,5452,2180.89%
Base Case248,327--
-100 basis points240,798(7,529)-3.03%
-200 basis points229,540(18,787)-7.57%
-300 basis points213,379(34,948)-14.07%
-400 basis points190,188(58,139)-23.41%
Economic Value of Equity
December 31, 2023
($ in thousands)
Change in rates$ Amount$ Change% Change
+400 basis points$206,660$(9,716)-4.49%
+300 basis points211,240(5,136)-2.37%
+200 basis points211,639(4,737)-2.19%
+100 basis points213,900(2,476)-1.14%
Base Case216,376--
-100 basis points213,526(2,850)-1.32%
-200 basis points206,761(9,616)-4.44%
-300 basis points195,925(20,452)-9.45%
-400 basis points196,802(19,574)-9.05%

FY 2023 10-K MD&A

SEC filing source: 0001213900-24-021013.

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2024-03-08. Report date: 2023-12-31.

Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.

SB Financial Group, Inc. (“SB Financial”),
is a financial holding company registered with the Federal Reserve Board and subject to regulation under the Bank Holding Company Act
of 1956, as amended. Through its direct and indirect subsidiaries, including The State Bank and Trust Company (“State Bank”),
SB Financial is engaged in commercial and retail banking, wealth management and private client financial services.

The following discussion provides a review of
the consolidated financial condition and results of operations of SB Financial and its subsidiaries (collectively, the “Company”).
This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and related Notes as of and
for the years ended December 31, 2023 and 2022 included in this Annual Report on Form 10-K.

Strategic Discussion

The focus and strategic goal of the Company is
to grow into and remain a top decile (90th percentile) independent financial services company. The Company intends to
achieve and maintain that goal by executing our five key initiatives.

Increase profitability through ongoing diversification
of revenue streams: For the twelve months ended December 31, 2023, the Company generated $17.7 million in noninterest income, or
31.1 percent of total operating revenue, from fee-based products. These revenue sources include fees generated from saleable residential
mortgage loans, retail deposit products, wealth management services, saleable business-based loans (small business and farm service)
and title agency revenue. For the twelve months ended December 31, 2022, the Company generated $18.2 million in noninterest income, or
31.6 percent of total operating revenue from fee-based products.

32

Strengthen our penetration in all markets
served: Over our 119-year history of continuous operation in Northwest Ohio, we have established a significant presence in our traditional
markets in Defiance, Fulton, Paulding and Williams counties in Ohio. In our newer markets of Bowling Green, Columbus, Findlay, Toledo
(Ohio) and Ft. Wayne (Indiana), our current market penetration is minimal but we believe our potential for growth is significant. Over
the past few years, we have expanded and committed additional resources to our presence in the Findlay and Edgerton markets in particular;
however, we continue to seek to expand the presence and penetration in all of our markets.

Expand product utilization by new and existing
customers: As of December 31, 2023, we operated in 14 counties in Northwest Ohio, Central Ohio and Northeast Indiana with 23 full
service offices, 23 ATM’s and six loan production offices. Combined in the 14 counties of operation, we command 4.4 percent of
the deposit market share, which has steadily grown.

Deliver gains in operational excellence:
Our management team believes that becoming and remaining a high-performance financial services company will depend upon seamlessly and
consistently delivering operational excellence, as demonstrated by the Company’s leadership in the origination and servicing of
residential mortgage loans. As of December 31, 2023, the Company serviced 8,549 residential mortgage loans with an aggregate principal
balance of $1.37 billion. As of December 31, 2022, the Company serviced 8,514 loans with an aggregate principal balance of $1.35 billion.

Sustain asset quality: As of December
31, 2023, the Company’s asset quality metrics remained strong. Specifically, total nonperforming assets were $3.3 million, or 0.25
percent of total assets. Total delinquent loans at December 31, 2023 were 0.15 percent of total loans. As of December 31, 2022, the Company
had total nonperforming assets of $5.1 million, or 0.38 percent of total assets. Total delinquent loans at December 31, 2022 were 0.27
percent of total loans.

The successful execution of these five strategies
have enabled the Company to improve financial performance across a broad series of metrics. These metrics over the last five years are
outlined in the following table. Specifically, the Company has increased total assets by $303.8 million, or 29.3 percent. The growth
has been on both sides of the balance sheet over the five year period, with loans growing $174.7 million or 21.2 percent and deposits
growing $230.0 million or 27.4 percent.

During the prior five-year period, the Company
has raised capital through the issuance of debt securities to the market, which has improved capital significantly and expanded liquidity
for potential strategic expansion. Strategic expansion has also occurred during the period with the acquisition of a small community
bank (The Edon State Bank of Edon, Ohio) in 2020, the opening of three branch offices and the acquisition of two full service title agencies.

33

Financial Highlights

Year Ended December 31,

($ in thousands, except per share data)
20232022202120202019
Earnings
Interest income$58,152$44,569$41,904$42,635$44,400
Interest expense18,8795,1704,0206,7059,574
Net interest income39,27339,39937,88435,93034,826
Provision for loan losses315-1,0504,500800
Noninterest income17,72118,23130,69730,09618,016
Noninterest expense41,96242,31444,80843,08737,410
Provision for income taxes2,6222,7954,4463,4952,659
Net income12,09512,52118,27714,94411,973
Preferred stock dividends----950
Net income available to common shareholders12,09512,52118,27714,94411,023
Per Common Share Data
Basic earnings$1.77$1.79$2.58$1.96$1.71
Diluted earnings1.751.772.561.961.51
Cash dividends declared0.520.480.440.400.36
Total equity per share18.5017.0821.0519.3917.53
Average Balances
Average total assets$1,334,644$1,318,781$1,322,253$1,161,396$1,027,932
Average equity118,315126,963144,223139,197133,190
Ratios
Return on average total assets0.91%0.95%1.38%1.29%1.16%
Return on average equity10.229.8612.6710.748.99
Cash dividend payout ratio129.6227.2517.1820.5423.84
Average equity to average assets8.869.6310.9111.9912.96
Period End Totals
Total assets$1,342,387$1,335,633$1,330,854$1,257,839$1,038,577
Available-for-sale securities219,708238,780263,259149,406100,948
Loans held for sale2,5252,0737,4727,2347,258
Total loans & leases1,000,212962,075822,714872,723825,510
Allowance for credit losses15,78613,81813,80512,5748,755
Total deposits1,070,2051,086,6651,113,0451,049,011840,219
Advances from FHLB83,60060,0005,5008,00016,000
Trust preferred securities10,31010,31010,31010,31010,310
Subordinated debt, net19,64219,59419,546--
Total equity124,342118,428144,929142,923136,094
Column 1Column 2Column 3
1Cash dividends on common shares divided by net income available to common.

34

Critical Accounting Policies and Estimates

The accounting and reporting policies of the
Company are in accordance with generally accepted accounting principles in the United States and conform to general practices within
the banking industry. The Company’s significant accounting policies are described in detail in the Notes to the Company’s
Consolidated Financial Statements for the years ended December 31, 2023 and 2022. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions. The Company’s financial position
and results of operations can be affected by these estimates and assumptions and are integral to the understanding of reported results.
Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s
financial condition and results, and they require management to make estimates that are difficult, subjective or complex.

Allowance for Credit
Losses: The Company believes the determination of the ACL involves a higher degree of judgment and complexity
than its other significant accounting policies. The ACL is calculated with the objective of maintaining a reserve
level believed by management to be sufficient to absorb estimated credit losses over the life of an asset or an off-balance sheet credit
exposure. Management’s determination of the adequacy of the ACL is based on periodic evaluations of past
events, including historical credit loss experience on financial assets with similar risk characteristics, current conditions, and reasonable
and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets.
However, this evaluation has subjective components requiring material estimates, including expected default probabilities, the expected
loss given default, the amounts and timing of expected future cash flows on individually evaluated loans, and estimated losses based
on historical loss experience and forecasted economic conditions. All of these factors may be susceptible to significant change. To the
extent that actual results differ from management estimates, additional provisions for credit losses may be required that would adversely
impact earnings in future periods.

Goodwill and Other Intangibles: The Company
records all assets and liabilities acquired in purchase acquisitions, including goodwill and other intangibles, at fair value as required.
Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are amortized over their estimated useful
lives using straight-line and accelerated methods, and are subject to impairment if events or circumstances indicate a possible inability
to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment analysis requires management
to make subjective judgments concerning estimates of how the acquired asset will perform in the future. Events and factors that may significantly
affect the estimates include, among others, customer attrition, changes in revenue growth trends, specific industry conditions and changes
in competition.

Income Taxes: Income tax expense is the
total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and
liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities,
computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
Realization of deferred tax assets is dependent upon the generation of a sufficient level of future taxable income and recoverable taxes
paid in prior years. Although realization is not assured, management believes it is more likely than not that all of the deferred tax
assets will be realized. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

An effective tax rate of 21% is used to determine
after-tax components of other comprehensive income (loss) included in the statements of shareholders’ equity.

A tax position is recognized as a benefit only
if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being
presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.
For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

35

Changes in Financial Condition

Total assets at December 31, 2023, were
$1.343 billion, compared to $1.335 billion at December 31, 2022. Loans (excluding loans held for sale) were $1.000 billion at
December 31, 2023, compared to $962.1 million at December 31, 2022. Total deposits were $1.070 billion at December 31, 2023,
compared to $1.087 billion at December 31, 2022. As client balance sheets and liquidity was utilized in the economy, deposit levels
moderated and assets were reallocated from cash and securities into loans.

The following are the condensed average balance
sheets of the Company for the years ending December 31 and includes the interest earned or paid, and the average interest rate, on each
asset and liability:

202320222021
($ in thousands)AverageAverageAverageAverageAverageAverage
BalanceInterestRateBalanceInterestRateBalanceInterestRate
Assets
Taxable securities/cash$254,133$6,0922.40%$330,549$5,7981.75%$380,770$3,3860.89%
Non-taxable securities7,1811702.37%8,1061982.44%7,8023534.52%
Loans, net1985,21751,8905.27%888,11638,5734.34%854,52138,1654.47%
Total earning assets1,246,53158,1524.67%1,226,77144,5693.63%1,243,09341,9043.37%
Cash and due from banks4,0357,2967,290
Allowance for credit losses(15,478)(13,808)(13,422)
Premises and equipment22,99024,13724,710
Other assets76,56674,38560,582
Total assets$1,334,644$1,318,781$1,322,253
Liabilities
Savings and interest-bearing demand deposits$619,906$7,5991.23%$693,271$2,2580.33%$672,296$1,8130.27%
Time deposits236,6657,1093.00%159,4011,2190.76%177,9181,3160.74%
Repurchase agreements & other15,765740.47%20,481390.19%22,821420.18%
Advances from FHLB55,0442,6034.73%16,4205153.14%6,5071882.89%
Trust preferred securities10,3107166.94%10,3103613.50%10,3101991.93%
Subordianted debt19,6167783.97%19,5707783.98%12,0574623.83%
Total interest-bearing liabilities957,30618,8791.97%919,4535,1700.56%901,9094,0200.45%
Demand deposits237,976252,899255,908
Other liabilities21,04719,46620,213
Total liabilities1,216,3291,191,8181,178,030
Shareholders’ equity118,315126,963144,223
Total liabilities and shareholders’ equity$1,334,644$1,318,781$1,322,253
Net interest income (tax equivalent basis)$39,273$39,399$37,884
Net interest income as a percent of average interest-earning assets - GAAP measure3.15%3.21%3.05%
Net interest income as a percent of average interest-earning assets - Non-GAAP measure 23.16%3.22%3.06%
-- Computed on a fully tax equivalent basis (FTE)
Column 1Column 2
1Nonaccruing loans and loans held for sale are included in the average balances.
Column 1Column 2
2Interest on tax exempt securities and loans is computed on a tax equivalent basis using a 21 percent statutory tax rate, and added to the net interest income. The tax equivalent adjustment was $0.14, $0.11 and $0.15 million in 2023, 2022 and 2021, respectively.

36

The following tables set forth the effect of
volume and rate changes on interest income and expense for the periods indicated. For purposes of these tables, changes in interest due
to volume and rate were determined as follows:

Column 1Column 2Column 3
Volume variance - change in volume multiplied by the previous year’s rate.
Column 1Column 2Column 3
Rate variance - change in rate multiplied by the previous year’s volume.
Column 1Column 2Column 3
Rate/volume variance - change in volume multiplied by the change in rate. This variance allocates the volume variance and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.
Total
VarianceVariance Attributable To
($ in thousands)2023/2022VolumeRate
Interest income
Taxable securities$294$(1,340)$1,634
Non-taxable securities1(28)(23)(5)
Loans, net of unearned income and deferred fees113,3174,2179,100
Total interest income13,5832,85310,730
Interest expense
Savings and interest-bearing demand deposits5,341(239)5,580
Time deposits5,8905915,299
Repurchase agreements & other35(9)44
Advances from FHLB2,0881,211877
Trust preferred securities355-355
Subordinated debt---
Total interest expense13,7091,55412,155
Net interest income$(126)$1,299$(1,425)
Column 1Column 2
1Interest on non-taxable securities and loans has been adjusted to fully tax equivalent

The maturity distribution and weighted-average
interest rates of debt securities available-for-sale at December 31, 2023, are set forth in the table below. The weighted-average interest
rates are based on coupon rates for securities purchased at par value and on effective interest rates considering amortization or accretion
if the securities were purchased at a premium or discount:

Maturing
($ in thousands)Within 1 YearWeighted Average Yield1-5 YearsWeighted Average Yield5-10 YearsWeighted Average YieldAfter 10 YearsWeighted Average YieldTotalWeighted Average Yield
Available-for-sale:
U.S. Treasury and Government agencies$5393.79%$1,5593.33%$4,4191.46%$6,5171.84%
Mortgage-backed securities-18,0281.48%10,4112.01%160,4281.90%188,8671.87%
State and political subdivisions2612.92%2802.61%1,9873.89%7,3702.57%9,8982.83%
Other corporate securities--14,4263.69%-14,4263.69%
Total securities by maturity$8003.51%$19,8671.64%$31,2432.83%$167,7981.93%$219,7082.03%

37

($ in thousands)Years Ended December 31,
Total loans20232022% Change
Commercial business & agriculture$191,932$192,478-0.3%
Commercial real estate424,041412,6352.8%
Residential real estate318,123291,5129.1%
Consumer & other65,67365,0051.0%
Total loans999,769961,6304.0%
Net deferred costs (fees)443445-0.4%
Total loans, net deferred costs (fees)1,000,212962,0754.0%
Loans held for sale$2,525$2,07321.8%
Total deposits20232022% Change
Noninterest bearing demand$228,713$256,799-10.9%
Interest-bearing demand166,413191,719-13.2%
Savings & money market419,570447,267-6.2%
Time deposits255,509190,88033.9%
Total deposits1,070,2051,086,665-1.5%
Total shareholders’ equity$124,342$118,4285.0%

Loans held for investment
(“HFI”) increased $38.1 million, or 4.0 percent, to $1.0 billion at December 31, 2023, which was due to an increase in
residential and commercial real estate lending during 2023. The Company booked a much higher portion of residential real estate
production on the balance sheet as increases in rates moved customers to variable rate mortgage products.

Concentrations of Credit Risk: The Company
makes commercial, real estate and installment loans to customers located mainly in the Tri-State region of Ohio, Indiana and Michigan.
Commercial loans include loans collateralized by commercial real estate, business assets and, in the case of agricultural loans, crops
and farm equipment and the loans are expected to be repaid from cash flow from operations of businesses. As of December 31, 2023, commercial
business and agricultural loans made up approximately 19.2 percent of the HFI loan portfolio
while commercial real estate loans accounted for approximately 42.4 percent of the HFI loan portfolio. As of December 31, 2023, residential
first mortgage loans, which are secured by first mortgages on residential real estate, made up approximately 31.8 percent of the HFI
portfolio, while consumer loans to individuals, which are primarily secured by consumer assets, made up approximately 6.6 percent of
the HFI loan portfolio.

Maturities and Sensitivities of Loans to Changes
in Interest Rates: The following table shows the maturity distribution of loans outstanding as of December 31, 2023. The amounts
have been categorized between loans with a fixed or floating interest rate (floating rate loans have an adjustable interest rate that
changes in accordance to a rate index).

38

Maturities and Sensitivities of Loans to Changes
in Interest Rates

As of December 31, 2023

($ in thousands)Within one yearAfter one, but within five yearsAfter five, but within fifteen yearsAfter fifteen yearsTotal
Loans with fixed interest rates:
Commercial & industrial$1,255$30,703$18,994$18$50,970
Commercial real estate - owner occupied1,5325,3707,8389914,839
Commercial real estate - nonowner occupied4,50825,35812,92912442,919
Agricultural2174,3678,5562,23215,372
Residential real estate197916,43029,50046,910
HELOC-----
Consumer3,6159,2711,393-14,279
Total$11,128$76,048$66,140$31,973$185,289
Loans with floating interest rates:
Commercial & industrial$30,311$11,101$33,638$696$75,746
Commercial real estate - owner occupied2,49810,90443,42755,049111,878
Commercial real estate - nonowner occupied7,03537,86087,968121,541254,404
Agricultural7734,41020,14024,96450,287
Residential real estate3,75741712,206254,833271,213
HELOC3226033,85913,69447,845
Consumer7172,833--3,550
Total$45,123$67,785$231,238$470,777$814,923
Total loans:
Commercial & industrial$31,566$41,804$52,632$714$126,716
Commercial real estate - owner occupied4,03016,27451,26555,148126,717
Commercial real estate - nonowner occupied11,54363,218100,897121,665297,323
Agricultural9908,77728,69627,19665,659
Residential real estate3,7581,39628,636284,333318,123
HELOC3226033,85913,69447,845
Consumer4,33212,1041,393-17,829
Total loans$56,251$143,833$297,378$502,750$1,000,212

Deposits decreased $16.5 million, or 1.5 percent,
to $1.07 billion at December 31, 2023. Increased inflation and interest rates resulted in clients seeking higher returns on their deposit
accounts. As a result, during 2023, we experienced a shift in the mix of our deposit balances as more of our clients moved balances to
long-term time deposit accounts. Specifically, during 2023, time deposits increased $64.6 million, or 34 percent, while other deposits
decreased $81.1 million, or 6 percent.

The average amount of deposits and weighted-average
rates paid are summarized as follows for the years ended December 31:

202320222021
AverageAverageAverageAverageAverageAverage
($ in thousands)AmountRateAmountRateAmountRate
Savings and interest bearing demand deposits$619,9061.23%$693,2710.33%$672,2960.27%
Time deposits236,6653.00%159,4010.76%177,9180.74%
Non interest bearing demand deposits237,976-252,899-255,908-
Totals$1,094,5471.35%$1,105,5710.31%$1,106,1220.28%

39

Time deposits that exceeded
the FDIC insurance limit of $250,000 are summarized as follows:

($ in thousands)20232022
Three months or less$6,637$6,992
Over three months through six months1,599102
Over six months and through twelve months5,2091,330
Over twelve months8,9356,949
Total$22,380$15,373

Shareholders’ equity at December 31, 2023,
was $124.3 million, or 9.3 percent of total assets compared to $118.4 million or 8.9 percent of total assets at December 31, 2022. Retained
earnings increased during the year due to earnings of $12.1 million less dividends paid to common shareholders of $3.6 million and repurchases
of Company common shares of $3.5 million. The fair market value of the bond portfolio improved slightly during 2023 due to the valuation
adjustment on the portfolio, which resulted in accumulated other comprehensive income (“AOCI”) falling to $29.8 million from
$32.1 million.

The Company continued to repurchase its own common
shares during the year under the Company’s repurchase program authorized by the Board of Directors on December 21, 2022. Specifically,
the Company repurchased 244,325 shares during 2023 at an average price of $13.98 per share. As of December 31, 2023, the Company had
255,675 shares remaining of the 500,000 shares authorized for repurchase under the Company’s existing share repurchase program,
which expires December 31, 2024.

Asset QualityYears Ended December 31,
($ in thousands)20232022% Change
Nonaccruing loans$2,818$3,682-23.5%
Foreclosed assets and other assets held for sale, net511777-34.2%
Nonperforming assets3,3294,459-25.3%
Net charge-offs/(recoveries)92(13)-807.7%
Provision for credit losses315-N/M
Allowance for credit losses15,78613,81814.2%
Nonaccruing loans/total loans0.28%0.38%-26.4%
Allowance/nonaccruing loans560.18%375.29%49.3%
Nonperforming assets/total assets0.25%0.33%-25.7%
Net charge offs/average loans0.01%0.00%-1100.0%
Allowance/loans1.58%1.44%9.9%
Allowance/nonperforming loans560.18%375.29%49.3%

Nonperforming assets totaled $3.3 million, or 0.25 percent of total assets at December 31, 2023, a decrease of
$1.1 million, or 25.3 percent from 2022. The Company had total net charge-offs on loans of $92,000 in 2023, as compared to net recoveries
of $13,000 in 2022. The Company’s ACL at December 31, 2023, now covers nonperforming loans at 560 percent,
up from 319 percent at December 31, 2022.

40

The following schedule presents an analysis of the ACL, average loan data and related ratios at December 31 for the years indicated:

($ in thousands)Provision for Credit LossesNet (Chargeoffs) RecoveriesAverage LoansRatio of annualized net (chargeoffs) recoveries to average loans
December 31, 2023
Commercial & industrial$110$-$124,4350.00%
Commercial real estate - owner occupied202-118,5830.00%
Commercial real estate - nonowner occupied119-301,0720.00%
Agricultural23-59,7200.00%
Residential real estate190(52)313,034-0.02%
HELOC39-46,5760.00%
Consumer5(40)15,470-0.26%
Total$688$(92)$978,890-0.01%
December 31, 2022
Commercial & industrial$(227)$-$126,4960.00%
Commercial real estate - owner occupied(868)-122,0310.00%
Commercial real estate - nonowner occupied367-276,8050.00%
Agricultural12-58,7450.00%
Residential real estate923-239,1620.00%
HELOC(45)1343,2100.03%
Consumer(162)-14,0390.00%
Total$-$13$880,4880.00%
December 31, 2021
Commercial & industrial$(1,411)$227$160,2670.14%
Commercial real estate - owner occupied505-118,7130.00%
Commercial real estate - nonowner occupied825-264,9800.00%
Agricultural103-53,1220.00%
Residential real estate9756195,2770.00%
HELOC(16)-43,4880.00%
Consumer69(52)11,546-0.45%
Total$1,050$181$847,3930.02%

The ACL balance and the
provision for credit losses are determined by management based upon periodic reviews of the loan portfolio. In addition, management considers
the level of charge offs on loans, as well as the fluctuations of charge offs and recoveries on loans, in the factors which caused these
changes. Estimating the risk of loss and the amount of loss is necessarily subjective. Accordingly, the allowance is maintained by management
at a level considered adequate to cover losses that are currently anticipated based on past loss experience, economic conditions, information
about specific borrower situations, including their financial position and collateral values, and other factors and estimates which are
subject to change over time.

The Company has substantially increased its reserve
level over the last several years. Specifically, the Company’s ACL balance has increased from $8.8 million
at December 31, 2019 to $15.8 million at December 31, 2023, which reflects an increase of $7.0 million, or 80 percent. This increase was
the result of $6.7 million in provision expense during the period and minimal charge-offs, which were just $0.8 million over the four-year
period. The reserve increased during 2023 due to the one-time CECL adjustment of $1.4 million taken in January of 2023 upon the Company’s
adoption of the CECL methodology.

41

The following schedule provides a breakdown of the
ACL allocated by type of loan and related ratios at December 31 for the years indicated:

Allowance AmountPercentage of Loans In Each Category to Total LoansAllowance AmountPercentage of Loans In Each Category to Total LoansAllowance AmountPercentage of Loans In Each Category to Total Loans
($ in thousands)202320222021
Commercial & industrial$2,00312.7%$1,66312.0%$1,89014.9%
Commercial real estate - owner occupied1,95212.4%1,69612.3%2,56414.5%
Commercial real estate - nonowner occupied5,71836.2%4,58433.2%4,21731.9%
Agricultural4402.8%6114.4%5997.0%
Residential real estate4,93631.3%4,43832.1%3,51525.1%
HELOC5103.2%5474.0%5795.1%
Consumer2271.4%2792.0%4411.6%
$15,786100.0%$13,818100.0%$13,805100.0%

As further detailed in ITEM 1A. RISK FACTORS,
the CARES Act provided for significant consumer and small business relief due to the impact of the COVID-19 pandemic. The Company provided
payment relief to a number of consumer and small business customers throughout 2020 and 2021, which we believe was successful and enabled
our clients to weather the pandemic effectively. All such COVID-related payment deferrals had expired or been removed by December 31,
2021 and all clients were back to contractual terms at such date.

Regulatory capital reporting is required for State
Bank only, as the Company is currently exempt from quarterly regulatory capital level measurement pursuant to the Small Bank Holding Company
Policy Statement. As of December 31, 2023, State Bank met all regulatory capital levels required to be considered well-capitalized (see
Note 16 to the Consolidated Financial Statements).

On May 27, 2021, the Company issued and sold $20.0
million in aggregate principal amount of its 3.65% Fixed to Floating Rate Subordinated Notes due 2031 in a private placement exempt from
the registration requirements under the Securities Act. The Subordinated Notes bear interest at a fixed rate of 3.65% through May 31,
2026. From June 1, 2026 to the maturity date or earlier redemption of the Subordinated Notes, the interest rate will reset quarterly to
an interest rate per annum, equal to the then-current-three-month Secured Overnight Financing Rate (“SOFR”) provided by the
Federal Reserve Bank of New York plus 296 basis points. The Subordinated Notes have a maturity of 10 years.

Earnings Summary – 2023 vs. 2022

Net income for 2023 was $12.1 million, or $1.75
per diluted share, compared with net income of $12.5 million, or $1.77 per diluted share, for 2022. State Bank reported net income for
2023 of $13.3 million, which was down slightly from the $13.4 million of net income in 2022. SBFG Title reported net income for 2023 of
$0.24 million, which was down from net income of $0.39 million for 2022.

Positive results for 2023 included loan growth
of $38.1 million, while deposits were slightly lower by $16.5 million. The Company completed the final forgiveness in January of 2023
from the nearly 1,200 PPP loans processed during 2020 and 2021. The mortgage banking business line was impacted by the rapidly rising
rates, which contributed to the reduction in both balance growth and gains on sale. For the full year of 2023, residential real estate
loan production was $215.5 million, with $3.6 million of revenue from gains on sale. The level of mortgage origination was down from the
$313.0 million in 2022. The Company’s loans serviced for others ended the year at $1.367 billion, up slightly from $1.352 billion
at December 31, 2022.

Operating revenue decreased just slightly by $0.6
million, or 1.1 percent, from $57.6 million in 2022 to $57.0 million in 2023 due to decreased originated mortgage servicing rights (“OMSR”)
recapture, significantly lower mortgage gain revenue offset by a $1.4 million gain on the sale of equity securities. SBFG Title revenue
decreased by $0.6 million to $1.6 million for 2023.

Operating expense decreased by $0.35 million,
or 0.8 percent, from $42.3 million in 2022 to $42.0 million in 2023, due to lower incentive and commission levels, which were partially
offset by higher medical costs and increased spending on technology.

42

Results of Operations

Years Ended December 31,
($ in thousands, except per share data)20232022% Change
Total assets$1,343,249$1,335,6330.6%
Total investments219,708238,780-8.0%
Loans held for sale2,5252,07321.8%
Loans, net of unearned income1,000,212962,0754.0%
Allowance for credit losses15,78613,81814.2%
Total deposits1,070,2051,086,665-1.5%
Total operating revenue1$56,994$57,630-1.1%
Net interest income39,27339,399-0.3%
Loan loss provision315-N/M
Noninterest income17,72118,231-2.8%
Noninterest expense41,96242,314-0.8%
Net income12,09512,521-3.4%
Diluted earnings per share1.751.77-1.1%
Column 1Column 2
1Operating revenue equals net interest income plus noninterest income.

Net interest income was $39.3 million for 2023
and decreased slightly from net income of $39.4 million for 2022. Average earning assets increased slightly to $1.25 billion in 2023,
compared to $1.23 billion in 2022, primarily due to the increase in our loan portfolio, partially offset by lower cash and securities.
The consolidated 2023 full year net interest margin on an fully-taxable equivalent (“FTE”) basis decreased 6 basis points
to 3.16 percent compared to 3.22 percent for the full year of 2022.

Provision for credit losses was taken in 2023
in the amount of $0.32 million compared to zero provision taken during 2022. For 2023, net charge-offs totaled $0.1 million or 0.01 percent
of average loans, compared to net recoveries of $0.01 million or (0.00) percent of average loans, for 2022.

Noninterest IncomeYears Ended December 31,
($ in thousands)20232022% Change
Wealth management fees$3,532$3,728-5.3%
Customer service fees3,4033,3780.7%
Gains on sale of residential loans & OMSR’s3,6094,298-16.0%
Mortgage loan servicing fees, net2,1012,96429.1%
Gain on sale of non-mortgage loans429566-24.2%
Title insurance income1,6352,229-26.6%
Other3,0121,068182.0%
Total noninterest income$17,721$18,231-2.8%

43

Total noninterest income was $17.7 million for
2023 compared to $18.2 million for 2022, representing a decrease of $0.5 million, or 2.8 percent, year-over-year. Gains on sale of residential
mortgage loans was down from 2022 by $0.7 million, or 16.0 percent. The Company sold $161.2 million of originated mortgages into the secondary
market in 2023, which due to being slightly more than the amortization on the serviced portfolio, increased the size of our serviced loan
portfolio to $1.367 billion at December 31, 2023 from $1.352 billion at December 31, 2022. Sales of non-mortgage loans (small business
and farm credits) in 2023 was the same as in 2022 at $4.2 million. The Company saw its wealth management assets under management decline
by $5.3 million to $501.8 million at December 31, 2023, with total wealth management fees declining $0.2 million to $3.5 million.

Noninterest ExpenseYears Ended December 31,
($ in thousands)20232022% Change
Salaries & employee benefits$22,777$24,142-5.7%
Net occupancy expense3,0962,9933.4%
Equipment expense4,0783,61612.8%
Data processing fees2,6592,5105.9%
Professional fees3,0243,214-5.9%
Marketing expense782911-14.2%
Telephone and communications5014745.7%
Postage and delivery expense4324222.4%
State, local and other taxes9491,082-12.3%
Employee expense6316132.9%
Other expense3,0332,33729.8%
Total noninterest expense$41,962$42,314-0.8%

Total noninterest expense was $42.0 million for
2023 compared to $42.3 million for 2022, representing a $0.3 million, or 0.8 percent, decrease year-over-year. Total full-time equivalent
employees ended 2023 at 251, which was down 17 from year end 2022.

Earnings Summary – 2022 vs. 2021

Net income for 2022 was $12.5 million, or $1.77
per diluted share, compared with net income of $18.3 million, or $2.56 per diluted share, for 2021. State Bank reported net income for
2022 of $13.4 million, which was down from the $18.6 million in net income in 2021. SBFG Title reported net income for 2022 of $0.4 million,
which was down from net income of $0.5 million in 2021.

Positive results for 2022 included loan growth
of $135.9 million when excluding the impact of the PPP initiative, while total deposits declined in 2022 by $23.5 million. The mortgage
banking business line contributed gain on sale revenues of $4.3 million, with residential real estate loan production of $312.6 million
and sales of loans of $184.8 million for the year. The level of mortgage origination declined in 2022 to $313.0 million from the $600.0
million in 2021.

Operating revenue decreased by $11.0 million,
or 16.0 percent, from $68.6 million in 2021 to $57.6 million in 2022 due to decreased PPP fees, OMSR recapture and lower mortgage gain
revenue. SBFG Title increased revenue by $0.2 million to $2.3 million for 2022.

Operating expense decreased by $2.5 million, or
5.6 percent, from $44.8 million in 2021 to $42.3 million in 2022, due to compensation and fringe benefit cost decreases partially offset
by higher spend on technology/digital initiatives.

Goodwill, Intangibles and Capital Purchases

The Company completed its most recent annual goodwill
impairment review as of December 31, 2023. Due to declines in the Company’s share price, a quantitative evaluation of goodwill was
completed as of September 30, 2023, which revealed that impairment was not warranted. No events have occurred since that assessment, which
would warrant impairment. At December 31, 2023, the Company concluded that it was more likely than not that the fair value of the reporting
unit exceeded its carrying value, resulting in no impairment. The Company’s goodwill is further discussed in Note 6 to the Consolidated
Financial Statements.

Management plans to continue from time to time
to purchase additional premises and equipment and improve current facilities to meet the current and future needs of the Company’s
customers. These purchases will include buildings, leasehold improvements, furniture and equipment. Management expects that cash on hand
and cash generated from current operations will fund these capital expenditures and purchases.

44

Liquidity

Liquidity relates primarily to the Company’s
ability to fund loan demand, meet deposit customers’ withdrawal requirements and provide for operating expenses. Sources used to
satisfy these needs consist of cash and due from banks, interest-bearing deposits in other financial institutions, securities available-for-sale,
loans held for sale and borrowings from various sources. These assets, excluding the borrowings, are commonly referred to as liquid assets.
Liquid assets were $246.7 million at December 31, 2023, which included pledged available-for-sale securities of $102.3 million, compared
to liquid assets of $270.8 million at December 31, 2022.

The Company does not have material cash requirements
for capital expenditures over the next year. Any cash needs for capital requirements would be funded by cash existing at the Company.
It is not anticipated that the Company will be required to initiate external borrowings in order to fund ongoing operations.

The Company’s commercial real estate, first
mortgage residential, agricultural and multi-family mortgage portfolio of $807.8 million at December 31, 2023, can and is readily used
to collateralize borrowings, which is an additional source of liquidity. Management believes the Company’s current liquidity level,
without these borrowings, is sufficient to meet its current and anticipated liquidity needs. At December 31, 2023, all eligible commercial
real estate, residential first, multi-family mortgage and agricultural loans were pledged under a FHLB blanket lien.

Significant additional off balance-sheet liquidity
is available in the form of FHLB advances, unused federal funds lines from correspondent banks and the national certificate of deposit
market. Management expects the risk of changes in off-balance-sheet arrangements to be immaterial to earnings. Based on the current collateralization
requirements of the FHLB, approximately $81.9 million of additional borrowing capacity existed at December 31, 2023.

At December 31, 2023 and 2022, the Company had
$41.0 million and $56.0 million in federal funds lines available. The Company also had $105.5 million in unpledged securities at December
31, 2023 available for additional borrowings.

The cash flow statements for the periods presented
provide an indication of the Company’s sources and uses of cash as well as an indication of the ability of the Company to maintain
an adequate level of liquidity. A discussion of the cash flow statements for 2023 and 2022 follows:

The Company experienced positive cash flows from
operating activities in 2023 and 2022. Net cash from operating activities was $14.0 million and $25.6 million for the years ended December
31, 2023 and 2022, respectively. Significant operating items for 2023 included gain on sale of loans of $4.0 million and net income of
$12.1 million. Cash provided by the sale of loans held for sale were $161.2 million. Cash used in the origination of loans held for sale
were $159.3 million.

The Company experienced negative cash flows from
investing activities in 2023 and 2022. Net cash used in investing activities was $17.4 million and $165.7 million for the years ended
December 31, 2023 and 2022, respectively. A net increase in loans of $38.7 million was the primary change in 2023. The changes for 2022
include the purchase of available-for-sale securities of $50.6 million and net increase in loans of $139.7 million. The Company had proceeds
from repayments, maturities, sales and calls of securities of $22.2 million and $35.9 million in 2023 and 2022, respectively.

The Company experienced negative cash flows from
financing activities in 2023 and positive cash flows in 2022. Net cash used in financing activities was $1.5 million and net cash provided
by financing activities was $18.4 million for the years ended December 31, 2023 and 2022, respectively. Negative cash flows of $16.5 million
and $26.4 million are attributable to the change in deposits for 2023 and 2022, respectively.

45

The Company uses an Economic Value of
Equity (“EVE”) analysis to measure risk in the balance sheet incorporating all cash flows over the estimated remaining life
of all balance sheet positions. The EVE analysis calculates the net present value of the Company’s assets and liabilities in rate
shock environments that range from -400 basis points to +400 basis points. The results of this analysis are reflected in the following
table, which reflects the Company’s neutral balance sheet that directionally is trending to a liability sensitive position:

Economic Value of Equity

December 31, 2023

($ in thousands)

Change in rates$ Amount$ Change% Change
+400 basis points$206,660$(9,716)-4.49%
+300 basis points211,240(5,136)-2.37%
+200 basis points211,639(4,737)-2.19%
+100 basis points213,900(2,476)-1.14%
Base Case216,376--
-100 basis points213,526(2,850)-1.32%
-200 basis points206,761(9,616)-4.44%
-300 basis points195,925(20,452)-9.45%
-400 basis points196,802(19,574)-9.05%

Economic Value of Equity

December 31, 2022

($ in thousands)

Change in rates$ Amount$ Change% Change
+400 basis points$264,361$(61,360)-18.84%
+300 basis points284,602(41,120)-12.62%
+200 basis points303,265(22,457)-6.89%
+100 basis points319,473(6,249)-1.92%
Base Case325,722--
-100 basis points321,550(4,172)-1.28%
-200 basis points305,242(20,480)-6.29%
-300 basis points293,718(32,004)-9.83%
-400 basis points271,404(54,318)-16.68%

FY 2022 10-K MD&A

SEC filing source: 0001213900-23-018266.

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2023-03-07. Report date: 2022-12-31.

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SB
Financial Group, Inc. (“SB Financial”), is a financial holding company registered with the Federal Reserve Board and subject
to regulation under the Bank Holding Company Act of 1956, as amended. Through its direct and indirect subsidiaries, including The State
Bank and Trust Company (“State Bank”), SB Financial is engaged in commercial and retail banking, wealth management and private
client financial services.

The
following discussion provides a review of the consolidated financial condition and results of operations of SB Financial and its subsidiaries
(collectively, the “Company”). This discussion should be read in conjunction with the Company’s consolidated financial
statements and related footnotes as of and for the years ended December 31, 2022 and 2021.

Strategic
Discussion

The
focus and strategic goal of the Company is to grow into and remain a top decile (90th percentile) independent financial services
company. The Company intends to achieve and maintain that goal by executing our five key initiatives.

Increase
profitability through ongoing diversification of revenue streams: For the twelve months ended December 31, 2022, the Company generated
$18.2 million in noninterest income, or 31.6 percent of total operating revenue, from fee-based products. These revenue sources include
fees generated from saleable residential mortgage loans, retail deposit products, wealth management services, saleable business-based
loans (small business and farm service) and title agency revenue. For the twelve months ended December 31, 2021, the Company generated
$30.7 million in noninterest income, or 44.8 percent of total operating revenue from fee-based products.

Strengthen
our penetration in all markets served: Over our 119-year history of continuous operation in Northwest Ohio, we have established a
significant presence in our traditional markets in Defiance, Fulton, Paulding and Williams counties in Ohio. In our newer markets of
Bowling Green, Columbus, Findlay, Toledo (Ohio) and Ft. Wayne (Indiana), our current market penetration is minimal but we believe our
potential for growth is significant. In the past years, we have expanded and committed additional resources to our presence in the Findlay
and Edgerton markets in particular; however, we continue to seek to expand the presence and penetration in all of our markets.

Expand
product utilization by new and existing customers: As of December 31, 2022, we operated in 14 counties in Northwest Ohio and Northeast
Indiana with 23 full service offices, 23 ATM’s and six loan production offices. Combined in the 14 counties of operation, we command
4.3 percent of the deposit market share, which has steadily grown.

33

Deliver
gains in operational excellence: Our management team believes that becoming and remaining a high-performance financial services company
will depend upon seamlessly and consistently delivering operational excellence, as demonstrated by the Company’s leadership in
the origination and servicing of residential mortgage loans. As of December 31, 2022, the Company serviced 8,514 residential mortgage
loans with an aggregate principal balance of $1.35 billion. As of December 31, 2021, the Company serviced 8,614 loans with an aggregate
principal balance of $1.36 billion.

Sustain
asset quality: As of December 31, 2022, the Company’s asset quality metrics remained strong. Specifically, total nonperforming
assets were $5.1 million, or 0.38 percent of total assets. Total delinquent loans at December 31, 2022 were 0.27 percent of total loans.
As of December 31, 2021, the Company had total nonperforming assets of $6.5 million, or 0.49 percent of total assets. Total delinquent
loans at December 31, 2021 were 0.46 percent of total loans.

The
successful execution of these five strategies have enabled the Company to improve financial performance across a broad series of metrics.
These metrics over the last five years are outlined in the following table. Specifically, the Company has increased total assets by $348.8
million, or 35.3 percent. The growth has been on both sides of the balance sheet over the five year period, with loans growing

$190.2
million or 24.6 percent and deposits growing $284.1 million or 35.4 percent.

During
the prior five-year period, the Company has raised capital through the issuance of equity and debt to the market on two separate occasions
during the period, which has raised equity capital significantly and expanded liquidity for potential strategic expansion. Strategic
expansion has also occurred during the period with the acquisition of a small community bank (The Edon State Bank of Edon, Ohio) in 2020,
the opening of three branch offices and the acquisition of two full service title agencies.

34

Financial Highlights

Year
Ended December 31,

($ in thousands, except per share data)20222021202020192018
Earnings
Interest income$44,569$41,904$42,635$44,400$39,479
Interest expense5,1704,0206,7059,5746,212
Net interest income39,39937,88435,93034,82633,267
Provision for loan losses-1,0504,500800600
Noninterest income18,23130,69730,09618,01616,624
Noninterest expense42,31444,80843,08737,41034,847
Provision for income taxes2,7954,4463,4952,6592,806
Net income12,52118,27714,94411,97311,638
Preferred stock dividends---950975
Net income available to common shareholders12,52118,27714,94411,02310,663
Per Common Share Data
Basic earnings$1.79$2.58$1.96$1.71$1.72
Diluted earnings1.772.561.961.511.51
Cash dividends declared0.480.440.400.360.32
Total equity per share17.0821.0519.3917.5316.36
Average Balances
Average total assets$1,318,781$1,322,253$1,161,396$1,027,932$947,266
Average equity126,963144,223139,197133,190121,094
Ratios
Return on average total assets0.95%1.38%1.29%1.16%1.23%
Return on average equity9.8612.6710.748.999.61
Cash dividend payout ratio127.2517.1820.5423.8419.60
Average equity to average assets9.6310.9111.9912.9612.78
Period End Totals
Total assets$1,335,633$1,330,854$1,257,839$1,038,577$986,828
Available-for-sale securities238,780263,259149,406100,94890,969
Loans held for sale2,0737,4727,2347,2584,445
Total loans & leases962,075822,714872,723825,510771,883
Allowance for loan losses13,81813,80512,5748,7558,167
Total deposits1,086,6651,113,0451,049,011840,219802,552
Advances from FHLB60,0005,5008,00016,00016,000
Trust preferred securities10,31010,31010,31010,31010,310
Subordinated debt, net19,59419,546---
Total equity118,428144,929142,923136,094130,435

1 Cash dividends on common shares divided by net income available to common.

Critical
Accounting Policies

The
accounting and reporting policies of the Company are in accordance with generally accepted accounting principles in the United States
and conform to general practices within the banking industry. The Company’s significant accounting policies are described in detail
in the notes to the Company’s Consolidated Financial Statements for the years ended December 31, 2022 and 2021. The preparation
of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions.
The Company’s financial position and results of operations can be affected by these estimates and assumptions and are integral
to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important
to the portrayal of the Company’s financial condition and results, and they require management to make estimates that are difficult,
subjective or complex.

35

Allowance
for Loan Losses: The allowance for loan losses provides coverage for probable losses inherent in the Company’s loan portfolio.
Management evaluates the adequacy of the allowance for loan losses each quarter based on changes, if any, in the nature and amount of
problem assets and associated collateral, underwriting activities, loan portfolio composition (including product mix and geographic,
industry or customer-specific concentrations), trends in loan performance, regulatory guidance and economic factors. This evaluation
is inherently subjective, as it requires the use of significant management estimates. Many factors can affect management’s estimates
of specific and expected losses, including volatility of default probabilities, rating migrations, loss severity and economic and political
conditions. The allowance is increased through provisions charged to operating earnings and reduced by net charge offs.

The
Company determines the amount of the allowance based on relative risk characteristics of the loan portfolio. The allowance recorded for
commercial loans is based on reviews of individual credit relationships and an analysis of the migration of commercial loans and actual
loss experience. The allowance recorded for homogeneous consumer loans is based on an analysis of loan mix, risk characteristics of the
portfolio, fraud loss and bankruptcy experiences, and historical losses, adjusted for current trends, for each homogeneous category or
group of loans. The allowance for credit losses relating to impaired loans is based on each impaired loan’s observable market price,
the collateral for certain collateral-dependent loans, or the discounted cash flows using the loan’s effective interest rate.

Regardless
of the extent of the Company’s analysis of customer performance, portfolio trends or risk management processes, certain inherent,
but undetected, losses are probable within the loan portfolio. This is due to several factors including inherent delays in obtaining
information regarding a customer’s financial condition or changes in their unique business conditions, the subjective nature of
individual loan valuations, collateral assessments and the interpretation of economic trends. Volatility of economic or customer-specific
conditions affecting the identification and estimation of losses for larger non- homogeneous credits and the sensitivity of assumptions
utilized to establish allowances for homogenous groups of loans are also factors. The Company estimates a range of inherent losses related
to the existence of these exposures. The estimates are based upon the Company’s evaluation of imprecise risk associated with the
commercial and consumer allowance levels and the estimated impact of the current economic environment.

Goodwill
and Other Intangibles: The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other
intangibles, at fair value as required. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are
amortized over their estimated useful lives using straight-line and accelerated methods, and are subject to impairment if events or circumstances
indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment
analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future.
Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends,
specific industry conditions and changes in competition.

Deferred
Tax Asset: The Company has evaluated its deferred tax asset to determine if it is more likely than not that the asset will be realized
in the future. The Company’s most recent evaluation has determined that the Company will more likely than not be able to realize
the remaining deferred tax asset.

Income
Tax Accounting: The Company files a consolidated federal income tax return. The provision for income taxes is based upon income in
the consolidated financial statements, rather than amounts reported on our income tax return. Deferred tax assets and liabilities are
recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change
in rates on the deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date.

Changes
in Financial Condition

Total
assets at December 31, 2022, were $1.34 billion, compared to $1.33 billion at December 31, 2021. Loans (excluding loans held for
sale) were $962.1 million at December 31, 2022, compared to $822.7 million at December 31, 2021. Total deposits were $1.09 billion
at December 31, 2022, compared to $1.11 billion at December 31, 2021. As client balance sheets and liquidity was utilized in the
economy, deposit levels moderated and assets were reallocated from cash and securities into loans.

36

The
following are the condensed average balance sheets of the Company for the years ending December 31 and includes the interest earned or
paid, and the average interest rate, on each asset and liability:

202220212020
($ in thousands)AverageAverageAverageAverageAverageAverage
BalanceInterestRateBalanceInterestRateBalanceInterestRate
Assets
Taxable securities/cash$330,549$5,7981.75%$380,770$3,3860.89%$185,480$2,3281.26%
Non-taxable securities8,1061982.44%7,8023534.52%6,6253335.03%
Loans, net1888,11638,5734.34%854,52138,1654.47%880,33839,9744.54%
Total earning assets1,226,77144,5693.63%1,243,09341,9043.37%1,072,44342,6353.98%
Cash and due from banks7,2967,29014,553
Allowance for loan losses(13,808)(13,422)(10,165)
Premises and equipment24,13724,71023,776
Other assets74,38560,58260,789
Total assets$1,318,781$1,322,253$1,161,396
Liabilities
Savings and interest-bearing demand deposits$693,271$2,2580.33%$672,296$1,8130.27%$492,267$3,1520.64%
Time deposits159,4011,2190.76%177,9181,3160.74%247,9552,9181.18%
Repurchase agreements & other20,481390.19%22,821420.18%22,832700.31%
Advances from FHLB16,4205153.14%6,5071882.89%14,1863092.18%
Trust preferred securities10,3103613.50%10,3101991.93%10,3102562.48%
Subordianted debt19,5707783.98%12,0574623.83%
Total interest-bearing liabilities919,4535,1700.56%901,9094,0200.45%787,5506,7050.85%
Demand deposits252,899255,908211,004
Other liabilities19,46620,21323,645
Total liabilities1,191,8181,178,0301,022,199
Shareholders’ equity126,963144,223139,197
Total liabilities and shareholders’ equity$1,318,781$1,322,253$1,161,396
Net interest income (tax equivalent basis)$39,399$37,884$35,930
Net interest income as a percent of average interest-earning assets - GAAP measure3.21%3.05%3.35%
Net interest income as a percent of averageinterest-earning assets - Non-GAAP measure 23.22%3.06%3.36%
-- Computed on a fully tax equivalent basis (FTE)
Column 1Column 2
1Nonaccruing loans and loans held for sale are included in the average balances.
Column 1Column 2
2Interest on tax exempt securities and loans is computed on a tax equivalent basis using a 21 percent statutory tax rate, and added to the net interest income. The tax equivalent adjustment was $0.15, $0.15 and $0.15 million in 2022, 2021 and 2020, respectively.

The
following tables set forth the effect of volume and rate changes on interest income and expense for the periods indicated. For purposes
of these tables, changes in interest due to volume and rate were determined as follows:

Column 1Column 2Column 3
Volume variance - change in volume multiplied by the previous year’s rate.
Column 1Column 2Column 3
Rate variance - change in rate multiplied by the previous year’s volume.
Column 1Column 2Column 3
Rate/volume variance - change in volume multiplied by the change in rate. This variance allocates the volume variance and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.

37

Total
VarianceVariance Attributable To
($ in thousands)2022/2021VolumeRate
Interest income
Taxable securities$2,412$(447)$2,859
Non-taxable securities1(155)14(169)
Loans, net of unearned income and deferred fees14081,500(1,092)
Total interest income2,6651,0671,598
Interest expense
Savings and interest-bearing demand deposits44557388
Time deposits(97)(137)40
Repurchase agreements & other(3)(4)1
Advances from FHLB32728641
Trust preferred securities162-162
Subordinated debt316316-
Total interest expense1,150518632
Net interest income$1,515$549$966
Column 1Column 2
1Interest on non-taxable securities and loans has been adjusted to fully tax equivalent

The
maturity distribution and weighted-average interest rates of debt securities available-for-sale at December 31, 2022, are set forth in
the table below. The weighted-average interest rates are based on coupon rates for securities purchased at par value and on effective
interest rates considering amortization or accretion if the securities were purchased at a premium or discount:

Maturing
($ in thousands)Within 1 YearWeighted Average Yield1-5 YearsWeighted Average Yield5-10 YearsWeighted Average YieldAfter 10 YearsWeighted Average YieldTotalWeighted Average Yield
Available for sale:
U.S. Treasury and Government agencies$2430.64%$1,0222.45%$5,4991.78%$-$6,7641.84%
Mortgage-backed securities-1,8272.74%29,1421.65%174,8661.36%205,8351.41%
State and political subdivisions8373.38%7922.85%1,8934.37%7,5812.64%11,1032.97%
Other corporate securities--15,0783.69%-15,0783.69%
Total securities by maturity$1,0802.76%$3,6412.68%$51,6122.36%$182,4471.41%$238,7801.64%
Column 1Column 2
1Yields are presented on a tax-equivalent basis.

38

($ in thousands)Years Ended December 31,
Total loans20222021% Change
Commercial business & agriculture$192,478$179,6537.1%
Commercial real estate412,635381,1688.3%
Residential real estate291,512206,42441.2%
Consumer & other65,00555,15617.9%
Total loans961,630822,40116.9%
Net deferred costs (fees)44531342.2%
Total loans, net deferred costs (fees)962,075822,71416.9%
Loans held for sale$2,073$7,472-72.3%
Total deposits20222021% Change
Noninterest bearing demand$256,799$247,0443.9%
Interest-bearing demand191,719195,464-1.9%
Savings & money market447,267514,033-13.0%
Time deposits190,880156,50422.0%
Total deposits1,086,6651,113,045-2.4%
Total shareholders’ equity$118,428$144,929-18.3%

Loans
held for investment increased $139.4 million, or 16.9 percent, to $962.1 million at December 31, 2022, which was due to an increase in
residential and commercial real estate lending during 2022. The Company booked a much higher portion of residential real estate production
on the balance sheet as saleable pricing was not competitive during much of 2022.

Concentrations
of Credit Risk: The Company makes commercial, real estate and installment loans to customers located mainly in the Tri-State region
of Ohio, Indiana and Michigan. Commercial loans include loans collateralized by commercial real estate, business assets and, in the case
of agricultural loans, crops and farm equipment and the loans are expected to be repaid from cash flow from operations of businesses.
As of December 31, 2022, commercial business and agricultural loans made up approximately 29.6 percent of the loans held for investment
(“HFI”) loan portfolio while commercial real estate loans accounted for approximately 42.5 percent of the HFI loan portfolio.
Residential first mortgage loans made up approximately 20.9 percent of the HFI loan portfolio and are secured by first mortgages on residential
real estate, while consumer loans to individuals made up approximately 7.0 percent of the HFI loan portfolio and are primarily secured
by consumer assets.

Maturities
and Sensitivities of Loans to Changes in Interest Rates: The following table shows the maturity distribution of loans outstanding
as of December 31, 2022. The amounts have been categorized between loans with a fixed or floating interest rate (floating rate loans
have an adjustable interest rate that changes in accordance to a rate index).

39

Maturities
and Sensitivities of Loans to Changes in Interest Rates

As of December 31, 2022

($ in thousands)Within one yearAfter one, but within five yearsAfter five, but within fifteen yearsAfter fifteen yearsTotal
Loans with fixed interest rates:
Commercial & industrial$1,527$20,613$28,442$21$50,603
Commercial real estate - owner occupied4613,6627,822-11,945
Commercial real estate - nonowner occupied3,18119,35613,25714235,936
Agricultural1314,2149,3411,59515,281
Residential real estate89380118,06632,07851,838
HELOC-----
Consumer3,5449,1953,3627616,177
Total$9,737$57,841$80,290$33,912$181,780
Loans with floating interest rates:
Commercial & industrial$32,554$9,351$35,159$423$77,487
Commercial real estate - owner occupied2,64212,10844,11640,03798,903
Commercial real estate - nonowner occupied3,59635,334110,556116,365265,851
Agricultural1896,44018,68923,78949,107
Residential real estate7,92036412,962218,428239,674
HELOC11226232,71011,97745,061
Consumer3353,432--3,767
Total$47,348$67,291$254,192$411,019$779,850
Total loans:
Commercial & industrial$34,081$29,964$63,601$444$128,090
Commercial real estate - owner occupied3,10315,77051,93840,037110,848
Commercial real estate - nonowner occupied6,77754,690123,813116,507301,787
Agricultural32010,65428,03025,38464,388
Residential real estate8,8131,16531,028250,506291,512
HELOC11226232,71011,97745,061
Consumer3,87912,6273,3627619,944
Total loans$57,085$125,132$334,482$444,931$961,630

Deposits
decreased $26.4 million, or 2.4 percent, to $1.09 billion at December 31, 2022. Deposits declined in 2022 after experiencing over $200
million in growth during 2021. Increased inflation and interest rates resulted in clients seeking higher returns on their deposit accounts.
As a result, during 2022, we experienced a shift in the mix of our deposit balances as more of our clients moved balances to long-term
time deposit accounts. Specifically, during 2022, time deposits increased $34.4 million, or 22 percent, while other deposits decreased
$60.8 million, or 6 percent.

The
average amount of deposits and weighted-average rates paid are summarized as follows for the years ended December 31:

202220212020
AverageAverageAverageAverageAverageAverage
($ in thousands)AmountRateAmountRateAmountRate
Savings and interest bearing demand deposits$693,2710.33%$672,2960.27%$492,2670.64%
Time deposits159,4010.76%177,9180.74%247,9551.18%
Non interest bearing demand deposits252,899-255,908-211,004-
Totals$1,105,5710.31%$1,106,1220.28%$951,2260.64%

Time
deposits that exceeded the FDIC insurance limit of $250,000 are summarized as follows:

($ in thousands)20222021
Three months or less$6,992$1,033
Over three months through six months102415
Over six months and through twelve months1,3303,083
Over twelve months6,949238
Total$15,373$4,769

40

Shareholders’
equity at December 31, 2022, was $118.4 million or 8.9 percent of total assets compared to $144.9 million or 10.9 percent of total assets
at December 31, 2021. Retained earnings increased during the year due to earnings of $12.5 million less dividends paid to common shareholders
of $3.4 million and repurchases of Company common shares of $5.8 million. The fair market value of the bond portfolio regressed during
2022 due to the valuation adjustment on the portfolio, which resulted in a decline in accumulated other comprehensive income (“AOCI”)
of $30.3 million.

The
Company continued to repurchase its own stock during the year. Specifically, the Company repurchased approximately 317,000 shares during
2022 at an average price of $18.43 per share. As of December 31, 2022, the Company had 480,682 shares remaining of the 500,000 shares
authorized for repurchase under the Company’s existing share repurchase program, which was authorized on December 21, 2022 and
expires December 31, 2024.

Asset QualityYears Ended December 31,
($ in thousands)20222021% Change
Nonaccruing loans$3,682$3,6520.8%
Accruing restructured loans (TDRs)654725-9.8%
Foreclosed assets and other assets held for sale, net7772,104-63.1%
Nonperforming assets5,1136,481-21.1%
Net recoveries(13)(181)-92.8%
Loan loss provision-1,050-100.0%
Allowance for loan losses13,81813,8050.1%
Nonaccruing loans/total loans0.38%0.44%-13.8%
Allowance/nonaccruing loans375.29%378.01%-0.7%
Nonperforming assets/total assets0.38%0.49%-21.4%
Net charge offs/average loans0.00%-0.02%-95.0%
Allowance/loans1.44%1.68%-14.4%
Allowance/nonperforming loans318.68%315.40%1.0%

Nonperforming
assets consisting of loans, Other Real Estate Owned (“OREO”) and accruing TDRs totaled $5.1 million, or 0.38 percent of total
assets at December 31, 2022, a decrease of $1.4 million, or 21.1 percent from 2021. The Company had total net recoveries on loans in
both 2022 and 2021, with $13,000 in net recoveries in 2022, following $181,000 in net recoveries for all of 2021. The Company’s
allowance for loan losses at December 31, 2022, now covers nonperforming loans at 319 percent, up from 315 percent at December 31, 2021.

41

The
following schedule presents an analysis of the allowance for loan losses, average loan data and related ratios at December 31 for the
years indicated:

($ in thousands)Provision for Loan LossNet (Chargeoffs) RecoveriesAverage LoansRatio of annualized net (chargeoffs) recoveries to average loans
December 31, 2022
Commercial & industrial$(227)$-$126,4960.00%
Commercial real estate - owner occupied(135)-122,0310.00%
Commercial real estate - nonowner occupied(366)-276,8050.00%
Agricultural12-58,7450.00%
Residential real estate923-239,1620.00%
HELOC(84)-43,2100.00%
Consumer(123)1314,0390.09%
Total$-$13$880,4880.00%
December 31, 2021
Commercial & industrial$(1,411)$227$160,2670.14%
Commercial real estate - owner occupied505-118,7130.00%
Commercial real estate - nonowner occupied825-264,9800.00%
Agricultural103-53,1220.00%
Residential real estate9756195,2770.00%
HELOC(16)-43,4880.00%
Consumer69(52)11,546-0.45%
Total$1,050$181$847,3930.02%
December 31, 2020
Commercial & industrial$1,757$(566)$198,991-0.28%
Commercial real estate - owner occupied721-104,8560.00%
Commercial real estate - nonowner occupied1,128-269,9240.00%
Agricultural62-51,8400.00%
Residential real estate373(42)185,311-0.02%
HELOC203(8)47,227-0.02%
Consumer256(65)11,595-0.56%
Total loans$4,500$(681)$869,744-0.08%

The
allowance for loan losses balance and the provision for loan losses are determined by management based upon periodic reviews of the loan
portfolio. In addition, management considers the level of charge offs on loans, as well as the fluctuations of charge offs and recoveries
on loans, in the factors which caused these changes. Estimating the risk of loss and the amount of loss is necessarily subjective. Accordingly,
the allowance is maintained by management at a level considered adequate to cover losses that are currently anticipated based on past
loss experience, economic conditions, information about specific borrower situations, including their financial position and collateral
values, and other factors and estimates which are subject to change over time.

The
Company has substantially increased the reserve level over the last several years. Specifically, since December 31, 2019 the allowance
for loan losses balance has increased from $8.8 million to $13.8 million at December 31, 2022, which is an increase of $5.0 million or
59 percent. This increase was the result of $5.6 million in provision expense during the period ($4.5 million in 2020 and $1.1 million
in 2021) and minimal charge-offs, which were just $0.5 million over the two-year period. The reserve has remained flat in 2022 as a result
of increased loan growth that has been offset by improving economic conditions.

42

The
following schedule provides a breakdown of the allowance for loan losses allocated by type of loan and related ratios at December 31
for the years indicated:

Allowance AmountPercentage of Loans In Each Category to Total LoansAllowance AmountPercentage of Loans In Each Category to Total LoansAllowance AmountPercentage of Loans In Each Category to Total Loans
($ in thousands)202220212020
Commercial & industrial$1,66312.0%$1,89014.9%$3,07423.4%
Commercial real estate - owner occupied1,69612.3%2,58814.5%2,05912.9%
Commercial real estate - nonowner occupied4,58433.2%4,19331.9%3,39229.5%
Agricultural6114.4%5997.0%4966.3%
Residential real estate4,43832.1%3,51525.1%2,53420.8%
Home equity line of credit (HELOC)5474.0%6315.1%6475.3%
Consumer2792.0%3891.6%3721.7%
$13,818100.0%$13,805100.0%$12,574100.0%

As
detailed in the risk factors, the CARES Act provided for significant consumer and small business relief due to the impact of the COVID-19
pandemic. The Company provided payment relief to a number of consumer and small business customers throughout 2020 and 2021, which we
believe was successful and enabled our clients to weather the pandemic effectively. All such COVID-related payment deferrals had expired
or been removed by December 31, 2021 and all clients were back to contractual terms at such date.

Regulatory
capital reporting is required for State Bank only, as the Company is currently exempt from quarterly regulatory capital level measurement
pursuant to the Small Bank Holding Company Policy Statement. As of December 31, 2022, State Bank met all regulatory capital levels required
to be considered well-capitalized (see Note 16 to the Consolidated Financial Statements).

On
May 27, 2021, the Company issued and sold $20.0 million in aggregate principal amount of its 3.65% Fixed to Floating Rate Subordinated
Notes due 2031 in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. The Subordinated
Notes bear interest at a fixed rate of 3.65% through May 31, 2026. From June 1, 2026 to the maturity date or earlier redemption of the
Subordinated Notes, the interest rate will reset quarterly to an interest rate per annum, equal to the then-current-three-month Secured
Overnight Financing Rate (“SOFR”) provided by the Federal Reserve Bank of New York plus 296 basis points. The proceeds from
the Subordinated Notes will be used to assist the Company in meeting various corporate obligations, including share buyback, acquisition
costs and organic asset growth. The Subordinated Notes have a maturity of 10 years.

Earnings
Summary – 2022 vs. 2021

Net
income for 2022 was $12.5 million, or $1.77 per diluted share, compared with net income of $18.3 million, or $2.56 per diluted share,
for 2021. State Bank reported net income for 2022 of $13.4 million, which was down from the $18.6 million in net income in 2021. SBFG
Title reported net income for 2022 of $0.4 million, which was down from net income of $0.5 million in 2021.

Positive
results for 2022 included loan growth of $141.4 million when excluding the impact of the PPP initiative, while deposits were slightly
lower by $26.4 million. The Company completed the final forgiveness in December of 2022 from the nearly 1,200 PPP loans processed during
2020 and 2021. The mortgage banking business line, despite the headwinds from rapidly rising rates, continued to contribute in both balance
growth and gain on sale. For the full year of 2022, residential real estate loan production was $313.0 million, with $4.3 million of
revenue from gains on sale. The level of mortgage origination was down from the $600.0 million in 2021. The Company’s loans serviced
for others ended the year at $1.35 billion, down slightly from $1.36 billion at December 31, 2021.

Operating
revenue decreased by $11.0 million, or 3.9 percent, from $68.6 million in 2021 to $57.6 million in 2022 due to decreased PPP fees, OMSR
recapture and significantly lower mortgage gain revenue. SBFG Title increased revenue by $0.1 million to $2.2 million for 2022.

43

Operating
expense decreased by $2.5 million, or 5.6 percent, from $44.8 million in 2021 to $42.3 million in 2022, due to lower incentive and commission
levels, which were offset by higher medical costs and increased spending on technology.

Results
of Operations

Years Ended December 31,
($ in thousands, except per share data)20222021% Change
Total assets$1,335,633$1,330,8540.4%
Total investments238,780263,259-9.3%
Loans held for sale2,0737,472-72.3%
Loans, net of unearned income962,075822,71416.9%
Allowance for loan losses13,81813,8050.1%
Total deposits1,086,6651,113,045-2.4%
Total operating revenue1$57,630$68,581-16.0%
Net interest income39,39937,8844.0%
Loan loss provision-1,050-100.0%
Noninterest income18,23130,697-40.6%
Noninterest expense42,31444,808-5.6%
Net income12,52118,277-31.5%
Diluted earnings per share1.772.56-30.9%
Column 1Column 2
1Operating revenue equals net interest income plus noninterest income.

Net
interest income was $39.4 million for 2022 compared to $37.9 million for 2021, an increase of $1.5 million or 4.0 percent. Despite the
reduction in PPP fees of $3.6 million compared to 2021, 2022 margin revenue was able to grow due to a favorable shift in mix on the balance
sheet. Average earning assets decreased slightly to $1.23 billion in 2022, compared to $1.24 billion in 2021, due lower cash and securities,
partially offset by the increase in our loan portfolio. The consolidated 2022 full year net interest margin on an FTE basis increased
16 basis points to 3.22 percent compared to 3.06 percent for the full year of 2021. The Company benefited from the Federal Reserve’s
seven interest rate increases in 2022, which increased margin revenue from our variable rate loans and securities.

Zero
provision for loan losses was taken in 2022 compared to $1.0 million taken for 2021. For 2022, net recoveries totaled $0.01 million,
compared to net recoveries of $0.18 million or (0.02) percent of average loans, for 2021.

Noninterest IncomeYears Ended December 31,
($ in thousands)20222021% Change
Wealth management fees$3,728$3,814-2.3%
Customer service fees3,3783,2175.0%
Gains on sale of residential loans & OMSR’s4,29817,255-75.1%
Mortgage loan servicing fees, net2,9642,940-0.8%
Gain on sale of non-mortgage loans566158258.2%
Title insurance income2,2292,0896.7%
Other1,0681,224-12.7%
Total noninterest income$18,231$30,697-40.6%

44

Total
noninterest income was $18.2 million for 2022 compared to $30.7 million for 2021, representing a decrease of $12.5 million, or 40.6 percent,
year-over-year. Mortgage gain on sale was down significantly from the record year in 2021 by $13.0 million. The Company sold $184.8 million
of originated mortgages into the secondary market in 2022, which due to being less than the amortization on the serviced portfolio, reduced
the size of our serviced loan portfolio to $1.35 billion at December 31, 2022 from $1.36 billion at December 31, 2021. Sales of non-mortgage
loans (small business and farm credits) increased in 2022 as compared to 2021, as SBA activity returned to normal production. The Company
saw its wealth management assets under management decline by $111.2 million to $507.13 million, however price increases and higher brokerage
activity held the revenue decline for the year to only 2.3 percent.

Noninterest ExpenseYears Ended December 31,
($ in thousands)20222021% Change
Salaries & employee benefits$24,142$26,838-10.0%
Net occupancy expense2,9933,048-1.8%
Equipment expense3,6163,28110.2%
Data processing fees2,5102,579-2.7%
Professional fees3,2143,0276.2%
Marketing expense91178416.2%
Telephone and communications474581-18.4%
Postage and delivery expense4224141.9%
State, local and other taxes1,0821,175-7.9%
Employee expense613663-7.5%
Other expense2,3372,418(3.3%)
Total noninterest expense$42,314$44,808-5.6%

Total
noninterest expense was $42.3 million for 2022 compared to $44.8 million for 2021, representing a $2.5 million, or 5.6 percent, decrease
year-over-year. Total full-time equivalent employees ended 2022 at 269, which was down one from year end 2021.

Earnings
Summary – 2021 vs. 2020

Net
income for 2021 was $18.3 million, or $2.56 per diluted share, compared with net income of $14.9 million, or $1.96 per diluted share,
for 2020. State Bank reported net income for 2021 of $18.6 million, which was up from the $16.0 million in net income in 2020. SBFG Title
reported net income for 2021 of $0.5 million, which was down from net income of $0.6 million in 2020.

Positive
results for 2021 included loan growth of $18.5 million when excluding the impact of the PPP initiative, and deposit growth of $64.0 million.
The Company fully participated in both phases of PPP, with a total of $111.4 million in loans to over 1,100 clients with revenue of $3.4
million for 2021 compared to $1.4 million for 2020. The mortgage banking business line continued to contribute significant revenues,
with residential real estate loan production of $600.0 million for the year, resulting in $17.3 million of revenue from gains on sale.
The level of mortgage origination was down from the $694.2 million in 2020. The Company’s loans serviced for others ended the year
at $1.36 billion, up from $1.30 billion at December 31, 2020.

Operating
revenue increased by $2.6 million, or 3.9 percent, from $66.0 million in 2021 to $68.6 million in 2020 due to increased PPP fees and
OMSR recapture which offset lower mortgage gain revenue. SBFG Title increased revenue by $0.1 million to $2.1 million for 2022.

Operating
expense increased by $1.7 million, or 4.0 percent, from $43.1 million in 2021 to $44.8 million in 2020, due to compensation and fringe
benefit cost increases and higher spend on technology/digital initiatives. These expense increases were offset by lower mortgage commission
expense due to lower volume.

45

Goodwill,
Intangibles and Capital Purchases

The
Company completed its most recent annual goodwill impairment review as of December 31, 2022. At December 31, 2022, the Company concluded
that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. The
Company’s goodwill is further discussed in Note 6 to the Consolidated Financial Statements.

Management
plans to continue from time to time to purchase additional premises and equipment and improve current facilities to meet the current
and future needs of the Company’s customers. These purchases will include buildings, leasehold improvements, furniture and equipment.
Management expects that cash on hand and cash generated from current operations will fund these capital expenditures and purchases.

Liquidity

Liquidity
relates primarily to the Company’s ability to fund loan demand, meet deposit customers’ withdrawal requirements and provide
for operating expenses. Sources used to satisfy these needs consist of cash and due from banks, interest-bearing deposits in other financial
institutions, securities available-for-sale, loans held for sale and borrowings from various sources. These assets, excluding the borrowings,
are commonly referred to as liquid assets. Liquid assets were $270.8 million at December 31, 2022, compared to $422.9 million at December
31, 2021.

The
Company does not have material cash requirements for capital expenditures over the next year. Any cash needs for capital requirements
would be funded by cash existing at the Company. It is not anticipated that the Company will be required to initiate external borrowings
in order to fund ongoing operations.

The
Company’s commercial real estate, first mortgage residential, agricultural and multi-family mortgage portfolio of $768.5 million
at December 31, 2022, can and is readily used to collateralize borrowings, which is an additional source of liquidity. Management believes
the Company’s current liquidity level, without these borrowings, is sufficient to meet its current and anticipated liquidity needs.
At December 31, 2022, all eligible commercial real estate, residential first, multi-family mortgage and agricultural loans were pledged
under a Federal Home Loan Bank (“FHLB”) blanket lien.

Significant
additional off-balance-sheet liquidity is available in the form of FHLB advances, unused federal funds lines from correspondent banks
and the national certificate of deposit market. Management expects the risk of changes in off-balance-sheet arrangements to be immaterial
to earnings. Based on the current collateralization requirements of the FHLB, approximately $80.9 million of additional borrowing capacity
existed at December 31, 2022.

At
December 31, 2022 and 2021, the Company had $56.0 million in federal funds lines available. The Company also had $166.5 million in unpledged
securities at December 31, 2022 available for additional borrowings.

The
cash flow statements for the periods presented provide an indication of the Company’s sources and uses of cash as well as an indication
of the ability of the Company to maintain an adequate level of liquidity. A discussion of the cash flow statements for 2022 and 2021
follows:

The
Company experienced positive cash flows from operating activities in 2022 and 2021. Net cash from operating activities was $25.6 million
and $17.3 million for the years ended December 31, 2022 and 2021, respectively. Significant operating items for 2022 included gain on
sale of loans of $4.9 million and net income of $12.5 million. Cash provided by the sale of loans held for sale were $189.5 million.
Cash used in the origination of loans held for sale were $181.2 million.

The
Company experienced negative cash flows from investing activities in 2022 and 2021. Net cash used in investing activities was $165.7
million and $72.0 million for the years ended December 31, 2022 and 2021, respectively. The changes for 2022 include the purchase of
available-for-sale securities of $50.6 million, and net increase in loans of $139.7 million. The changes for 2021 include the purchase
of available- for-sale securities of $170.7 million and net decrease in loans of $48.5 million. The Company had proceeds from repayments,
maturities, sales and calls of securities of $35.9 million and $50.5 million in 2022 and 2021, respectively.

46

The
Company experienced positive cash flows from financing activities in 2022 and 2021. Net cash from financing activities was $18.4 million
and $63.6 million for the years ended December 31, 2022 and 2021, respectively. Negative cash flows of $26.4 million and positive cash
flows of $64.0 million is attributable to the change in deposits for 2022 and 2021, respectively.

The
Company uses an Economic Value of Equity (“EVE”) analysis to measure risk in the balance sheet incorporating all cash flows
over the estimated remaining life of all balance sheet positions. The EVE analysis calculates the net present value of the Company’s
assets and liabilities in rate shock environments that range from -400 basis points to +400 basis points. The results of this analysis
are reflected in the following table.

Economic Value of Equity December 31, 2022 ($ in thousands)
Change in rates$ Amount$ Change% Change
+400 basis points$264,361$(61,360)-18.84%
+300 basis points284,602(41,120)-12.62%
+200 basis points303,265(22,457)-6.89%
+100 basis points319,473(6,249)-1.92%
Base Case325,722--
-100 basis points321,550(4,172)-1.28%
-200 basis points305,242(20,480)-6.29%
-300 basis points293,718(32,004)-9.83%
-400 basis points271,404(54,318)-16.68%
Economic Value of Equity December 31, 2021 ($ in thousands)
Change in rates$ Amount$ Change% Change
+400 basis points$278,254$35,68414.71%
+300 basis points273,19030,62012.62%
+200 basis points265,71123,1429.54%
+100 basis points256,11013,5405.58%
Base Case242,570--
-100 basis points217,281(25,289)-10.43%

FY 2021 10-K MD&A

SEC filing source: 0001213900-22-010887.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-07. Report date: 2021-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SB Financial Group, Inc. (“SB Financial”), is a financial holding company registered with the Federal Reserve Board and subject to regulation under the Bank Holding Company Act of 1956, as amended. Through its direct and indirect subsidiaries, SB Financial is engaged in commercial and retail banking, wealth management and private client financial services.

The following discussion provides a review of the consolidated financial condition and results of operations of SB Financial and its subsidiaries (collectively, the “Company”). This discussion should be read in conjunction with the Company’s consolidated financial statements and related footnotes as of and for the years ended December 31, 2021 and 2020.

Strategic Discussion

The focus and strategic goal of the Company is to grow into and remain a top decile (90th percentile) independent financial services company. The Company intends to achieve and maintain that goal by executing our five key initiatives.

Increase profitability through ongoing diversification of revenue streams: For the twelve months ended December 31, 2021, the Company generated $30.7 million in noninterest income, or 44.8 percent of total operating revenue, from fee-based products. These revenue sources include fees generated from saleable residential mortgage loans, retail deposit products, wealth management services, saleable business-based loans (small business and farm service) and title agency revenue. For the twelve months ended December 31, 2020, the Company generated $30.1 million in revenue from fee-based products, or 45.6 percent of total operating revenue.

Strengthen our penetration in all markets served: Over our 119-year history of continuous operation in Northwest Ohio, we have established a significant presence in our traditional markets in Defiance, Fulton, Paulding and Williams counties in Ohio. In our newer markets of Bowling Green, Columbus, Findlay, Toledo (Ohio) and Ft. Wayne (Indiana), our current market penetration is minimal but we believe our potential for growth is significant. We have expanded and committed additional resources to our presence in the Findlay and Edgerton markets. We continue to seek to expand the presence and penetration in all of our markets.

Expand product utilization by new and existing customers: As of December 31, 2021, we operated in ten counties in Northwest Ohio and Northeast Indiana with 23 full service offices, 24 full service ATM’s and five loan production offices. Combined in the ten counties of operation, we command 4.47 percent of the deposit market share, which has steadily grown.

Deliver gains in operational excellence: Our management team believes that becoming and remaining a high-performance financial services company will depend upon seamlessly and consistently delivering operational excellence, as demonstrated by the Company’s leadership in the origination and servicing of residential mortgage loans. As of December 31, 2021, the Company serviced 8,614 residential mortgage loans with a principal balance of $1.36 billion. As of December 31, 2020, the Company serviced 8,543 loans with a principal balance of $1.30 billion.

Sustain asset quality: As of December 31, 2021, the Company’s asset quality metrics remained strong. Specifically, total nonperforming assets were $6.5 million, or 0.49 percent of total assets. Total delinquent loans at December 31, 2021 were 0.46 percent of total loans. As of December 31, 2020, the Company had total nonperforming assets of $7.3 million, or 0.58 percent of total assets. Total delinquent loans at December 31, 2020 were 0.75 percent of total loans.

The successful execution of these five strategies have enabled the Company to improve financial performance across a broad series of metrics. These metrics over the last five years are outlined in the following table. Specifically, the Company has increased total assets by $454.3 million, or 52 percent. The growth has been on both sides of the balance sheet over the five year period, with loans growing $126.1 million or 18 percent and deposits growing $383.4 million or 52.6 percent.

The Company has raised capital through the issuance of equity and debt to the market on two separate occasions during the period, which has raised equity capital significantly and expanded liquidity for potential strategic expansion. Strategic expansion has occurred with the acquisition of a small community bank, the opening of three branch offices and the acquisition of two full service title agencies.

30

Financial Highlights

Year Ended December 31,

($ in thousands, except per share data)
Earnings20212020201920182017
Interest income$41,904$42,635$44,400$39,479$32,480
Interest expense4,0206,7059,5746,2124,094
Net interest income37,88435,93034,82633,26728,386
Provision for loan losses1,0504,500800600400
Noninterest income30,69730,09618,01616,62417,217
Noninterest expense44,80843,08737,41034,84731,578
Provision for income taxes4,4463,4952,6592,8062,560
Net income18,27714,94411,97311,63811,065
Preferred stock dividends--950975975
Net income available to common shareholders18,27714,94411,02310,66310,090
Per Common Share Data
Basic earnings$2.58$1.96$1.71$1.72$2.10
Diluted earnings2.561.961.511.511.74
Cash dividends declared0.440.400.360.320.28
Total equity per share21.0519.3917.5316.3615.03
Total tangible equity per share17.6016.3015.2315.3913.27
Average Balances
Average total assets$1,322,253$1,161,396$1,027,932$947,266$854,569
Average equity144,223139,197133,190121,09489,538
Ratios
Return on average total assets1.38%1.29%1.16%1.23%1.29%
Return on average equity12.6710.748.999.6112.36
Cash dividend payout ratio117.1820.5423.8419.6013.50
Average equity to average assets10.9111.9912.9612.7810.48
Period End Totals
Total assets$1,330,854$1,257,839$1,038,577$986,828$876,627
Available-for-sale securities263,259149,406100,94890,96982,790
Loans held for sale7,4727,2347,2584,4453,940
Total loans & leases822,714872,723825,510771,883696,615
Allowance for loan losses13,80512,5748,7558,1677,930
Total deposits1,113,0451,049,011840,219802,552729,600
Advances from FHLB5,5008,00016,00016,00018,500
Trust preferred securities10,31010,31010,31010,31010,310
Subordinated debt, net19,546----
Total equity144,929142,923136,094130,43594,000
Column 1Column 2
1Cash dividends on common shares divided by net income available to common.

31

Critical Accounting Policies

The accounting and reporting policies of the Company are in accordance with generally accepted accounting principles in the United States and conform to general practices within the banking industry. The Company’s significant accounting policies are described in detail in the notes to the Company’s Consolidated Financial Statements for the years ended December 31, 2021 and 2020. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The Company’s financial position and results of operations can be affected by these estimates and assumptions and are integral to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s financial condition and results, and they require management to make estimates that are difficult, subjective or complex.

Allowance for Loan Losses: The allowance for loan losses provides coverage for probable losses inherent in the Company’s loan portfolio. Management evaluates the adequacy of the allowance for loan losses each quarter based on changes, if any, in the nature and amount of problem assets and associated collateral, underwriting activities, loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, regulatory guidance and economic factors. This evaluation is inherently subjective, as it requires the use of significant management estimates. Many factors can affect management’s estimates of specific and expected losses, including volatility of default probabilities, rating migrations, loss severity and economic and political conditions. The allowance is increased through provisions charged to operating earnings and reduced by net charge offs.

The Company determines the amount of the allowance based on relative risk characteristics of the loan portfolio. The allowance recorded for commercial loans is based on reviews of individual credit relationships and an analysis of the migration of commercial loans and actual loss experience. The allowance recorded for homogeneous consumer loans is based on an analysis of loan mix, risk characteristics of the portfolio, fraud loss and bankruptcy experiences, and historical losses, adjusted for current trends, for each homogeneous category or group of loans. The allowance for credit losses relating to impaired loans is based on each impaired loan’s observable market price, the collateral for certain collateral-dependent loans, or the discounted cash flows using the loan’s effective interest rate.

Regardless of the extent of the Company’s analysis of customer performance, portfolio trends or risk management processes, certain inherent, but undetected, losses are probable within the loan portfolio. This is due to several factors including inherent delays in obtaining information regarding a customer’s financial condition or changes in their unique business conditions, the subjective nature of individual loan valuations, collateral assessments and the interpretation of economic trends. Volatility of economic or customer-specific conditions affecting the identification and estimation of losses for larger non-homogeneous credits and the sensitivity of assumptions utilized to establish allowances for homogenous groups of loans are also factors. The Company estimates a range of inherent losses related to the existence of these exposures. The estimates are based upon the Company’s evaluation of imprecise risk associated with the commercial and consumer allowance levels and the estimated impact of the current economic environment.

Goodwill and Other Intangibles: The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other intangibles, at fair value as required. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are amortized over their estimated useful lives using straight-line and accelerated methods, and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future. Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends, specific industry conditions and changes in competition.

Deferred Tax Liability: The Company has evaluated its deferred tax liability to determine if it is more likely than not that the liability will be realized in the future. The Company’s most recent evaluation has determined that the Company will more likely than not be able to realize the remaining deferred tax liability.

Income Tax Accounting: The Company files a consolidated federal income tax return. The provision for income taxes is based upon income in the consolidated financial statements, rather than amounts reported on our income tax return. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in rates on the deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date.

32

Changes in Financial Condition

Total assets at December 31, 2021, were $1.33 billion, compared to $1.26 billion at December 31, 2020. Loans (excluding loans held for sale) were $822.7 million at December 31, 2021, compared to $872.7 million at December 31, 2020. Total deposits were $1.11 billion at December 31, 2021, compared to $1.05 billion at December 31, 2020. The Company continued to experience elevated levels of liquidity as the balance sheets of both personal and business clients were supplemented by government intervention and support. The increase in liquidity by these parties has resulted in higher deposit levels, which in turn increased the overall asset size of the Company.

The following are the condensed average balance sheets of the Company for the years ending December 31 and includes the interest earned or paid, and the average interest rate, on each asset and liability:

202120202019
AverageAverageAverageAverageAverageAverage
($ in thousands)BalanceInterestRateBalanceInterestRateBalanceInterestRate
Assets
Taxable securities/cash$380,770$3,3860.89%$185,480$2,3281.26%$95,216$3,2263.39%
Non-taxable securities7,8023534.52%6,6253335.03%10,1083453.41%
Loans, net1854,52138,1654.47%880,33839,9744.54%809,65140,8295.04%
Total earning assets1,243,09341,9043.37%1,072,44342,6353.98%914,97544,4004.85%
Cash and due from banks7,29014,55347,135
Allowance for loan losses(13,422)(10,165)(8,370)
Premises and equipment24,71023,77623,779
Other assets60,58260,78950,413
Total assets$1,322,253$1,161,396$1,027,932
Liabilities
Savings and interest-bearing demand deposits$672,296$1,8130.27%$492,267$3,1520.64%$427,858$2,8460.67%
Time deposits177,9181,3160.74%247,9552,9181.18%262,0405,8142.22%
Repurchase agreements & other22,821420.18%22,832700.31%15,288820.54%
Advances from FHLB6,5071882.89%14,1863092.18%16,0664022.50%
Trust preferred securities10,3101991.93%10,3102562.48%10,3104304.17%
Subordianted debt12,0574623.83%
Total interest-bearing liabilities901,9094,0200.45%787,5506,7050.85%731,5629,5741.31%
Demand deposits255,908211,004146,401
Other liabilities20,21323,64516,779
Total liabilities1,178,0301,022,199894,742
Shareholders’ equity144,223139,197133,190
Total liabilities and shareholders’ equity$1,322,253$1,161,396$1,027,932
Net interest income (tax equivalent basis)$37,884$35,930$34,826
Net interest income as a percent of average interest-earning assets - GAAP measure3.05%3.35%3.81%
Net interest income as a percent of average interest-earning assets - Non-GAAP measure 23.06%3.36%3.82%
-- Computed on a fully tax equivalent basis (FTE)
Column 1Column 2
1Nonaccruing loans and loans held for sale are included in the average balances.
Column 1Column 2
2Interest on tax exempt securities and loans is computed on a tax equivalent basis using a 21 percent statutory tax rate, and added to the net interest income. The tax equivalent adjustment was $0.15, $0.15 and $0.17 million in 2021, 2020 and 2019, respectively.

33

The following tables set forth the effect of volume and rate changes on interest income and expense for the periods indicated. For purposes of these tables, changes in interest due to volume and rate were determined as follows:

Column 1Column 2Column 3
Volume variance - change in volume multiplied by the previous year’s rate.
Column 1Column 2Column 3
Rate variance - change in rate multiplied by the previous year’s volume.
Column 1Column 2Column 3
Rate/volume variance - change in volume multiplied by the change in rate. This variance allocates the volume variance and rate variance in proportion to the relationship of the absolute dollar amount of the change in each.
Total
VarianceVariance Attributable To
($ in thousands)2021/2020VolumeRate
Interest income
Taxable securities$1,058$2,451$(1,393)
Non-taxable securities12059(39)
Loans, net of unearned income and deferred fees1(1,809)(1,172)(637)
Total interest income(731)1,338(2,069)
Interest expense
Savings and interest-bearing demand deposits(1,339)1,153(2,492)
Time deposits(1,602)(824)(778)
Repurchase agreements & other(28)(0)(28)
Advances from FHLB(121)(167)46
Trust preferred securities(57)-(57)
Subordinated debt462462-
Total interest expense(2,685)623(3,308)
Net interest income$1,954$715$1,239
Column 1Column 2
1Interest on non-taxable securities and loans has been adjusted to fully tax equivalent

The maturity distribution and weighted-average interest rates of debt securities available-for-sale at December 31, 2021, are set forth in the table below. The weighted-average interest rates are based on coupon rates for securities purchased at par value and on effective interest rates considering amortization or accretion if the securities were purchased at a premium or discount:

Maturing
($ in thousands)Within 1 YearWeighted Average Yield1-5 YearsWeighted Average Yield5-10 YearsWeighted Average YieldAfter 10 YearsWeighted Average YieldTotalWeighted Average Yield
Available for sale:
U.S. Treasury and Government agencies$6060.44%$7072.13%$7,7922.02%$-$9,1051.92%
Mortgage-backed securities631.93%1,6683.01%31,2931.49%195,1101.36%228,1341.39%
State and political subdivisions-2,0653.21%2,4734.28%8,3412.64%12,8793.04%
Other corporate securities--13,1413.47%-13,1413.47%
Total securities by maturity$6690.58%$4,4402.96%$54,6992.17%$203,4511.41%$263,2591.59%
Column 1Column 2
1Yields are presented on a tax-equivalent basis.

34

In June of 2020, we completed the acquisition of The Edon State Bank, which added approximately $50 million in deposits and $15 million in loans. Building on the success of our entry into the city of Edon, we opened an office in nearby Edgerton, Ohio in May of 2021. The Edgerton expansion has also been positive as we ended the year with over $15 million in both loans and deposits in that office.

($ in thousands)Years Ended December 31,
20212020% Change
Total loans
Commercial business & agriculture$179,653$260,002-30.9%
Commercial real estate381,168370,8202.8%
Residential real estate206,424182,16513.3%
Consumer & other55,15661,157-9.8%
Total loans822,401874,144-5.9%
Net deferred costs (fees)313(1,421)-122.0%
Total loans, net deferred costs (fees)822,714872,723-5.7%
Loans held for sale$7,472$7,2343.3%
20212020% Change
Total deposits
Noninterest bearing demand$247,044$251,649-1.8%
Interest-bearing demand195,464176,78510.6%
Savings & money market514,033391,02831.5%
Time deposits156,504229,549-31.8%
Total deposits1,113,0451,049,0116.1%
Total shareholders’ equity$144,929$142,9231.4%

Loans held for investment decreased $50.0 million,
or 5.7 percent, to $822.7 million at December 31, 2021, which was due to a decrease in outstanding PPP loans during 2021. The Company
participated fully in the PPP initiative in both 2020 and 2021, which in total, encompassed 1,100 loans with an aggregate principal amount
of $111.4 million. At year-end 2021, the balance of PPP was down to approximately 50 loans, with an aggregate principal amount of $2 million,
as a result of SBA forgiveness of a majority of the PPP loans that we originated. Adjusted for PPP activity, loan growth compared to 2020
was up $18.5 million, or 2.3 percent. In the first quarter of 2021, the Company introduced a Private Client Residential Mortgage product.
This product, of which $76 million was originated during 2021, offset the refinance activity that occurred in our portfolio during the
year.

Concentrations of Credit Risk: The Company makes commercial, real estate and installment loans to customers located mainly in the Tri-State region of Ohio, Indiana and Michigan. Commercial loans include loans collateralized by commercial real estate, business assets and, in the case of agricultural loans, crops and farm equipment and the loans are expected to be repaid from cash flow from operations of businesses. As of December 31, 2021, commercial business and agricultural loans made up approximately 29.6 percent of the loans held for investment (“HFI”) loan portfolio while commercial real estate loans accounted for approximately 42.5 percent of the HFI loan portfolio. Residential first mortgage loans made up approximately 20.9 percent of the HFI loan portfolio and are secured by first mortgages on residential real estate, while consumer loans to individuals made up approximately 7.0 percent of the HFI loan portfolio and are primarily secured by consumer assets.

35

Maturities and Sensitivities of Loans to Changes in Interest Rates: The following table shows the maturity distribution of loans outstanding as of December 31, 2021. The amounts have been categorized between loans with a fixed or floating interest rate (floating rate loans have an adjustable interest rate that changes in accordance to a rate index).

($ in thousands)Within one yearAfter one, but within five yearsAfter five, but within fifteen yearsAfter fifteen yearsTotal
Loans with fixed interest rates:
Commercial & industrial$981$20,715$28,106$23$49,825
Commercial real estate - owner occupied1689,56710,302-35,051
Commercial real estate - nonowner occupied6,82814,24613,81516220,037
Agricultural1224,0945,5571,36211,135
Residential real estate1,6151,91512,77425,32841,632
HELOC5---5
Consumer2,4166,3642,380-11,160
Total$12,135$56,901$72,934$26,875$168,845
Loans with floating interest rates:
Commercial & industrial$28,754$6,213$35,464$1,994$72,425
Commercial real estate - owner occupied-11,10944,56543,180227,226
Commercial real estate - nonowner occupied8,73926,514120,81971,15498,854
Agricultural1,6467,84616,67020,10646,268
Residential real estate4,55848513,294146,455164,792
HELOC22346930,48710,49841,677
Consumer9901,324--2,314
Total$44,910$53,960$261,299$293,387$653,556
Total loans:
Commercial & industrial$29,735$26,928$63,570$2,017$122,250
Commercial real estate - owner occupied16820,67654,86743,180118,891
Commercial real estate - nonowner occupied15,56740,760134,63471,316262,277
Agricultural1,76811,94022,22721,46857,403
Residential real estate6,1732,40026,068171,783206,424
HELOC22846930,48710,49841,682
Consumer3,4067,6882,380-13,474
Total loans$57,045$110,861$334,233$320,262$822,401

Deposits increased $64.0 million, or 6.1 percent, to $1.11 billion at December 31, 2021. Deposits continued growing in 2021 on top of the over $200 million in growth experienced during 2020. Expanded government support and reduced economic activity has resulted in higher balances in client deposit accounts. During 2021, we experienced a shift in the mix of our deposit balances as more of our clients moved balances to short-term transactional accounts. Specifically, during 2021, time deposits decreased $73.0 million or 32 percent while other deposits increased $137.1 million or 17 percent.

The average amount of deposits and weighted-average rates paid are summarized as follows for the years ended December 31:

202120202019
AverageAverageAverageAverageAverageAverage
($ in thousands)AmountRateAmountRateAmountRate
Savings and interest bearing demand deposits$672,2960.27%$492,2670.64%$427,8580.67%
Time deposits177,9180.74%247,9551.18%262,0402.22%
Non interest bearing demand deposits255,908-211,004-146,401-
Totals$1,106,1220.28%$951,2260.64%$836,2991.04%

36

Time deposits that exceeded the FDIC insurance limit of $250,000 are summarized as follows:

($ in thousands)20212020
Three months or less$1,033$811
Over three months through six months4154,894
Over six months and through twelve months3,0831,658
Over twelve months2382,640
Total$4,769$10,003

Stockholders’ equity at December 31, 2021, was $144.9 million or 10.9 percent of total assets compared to $142.9 million or 11.4 percent of total assets at December 31, 2020. Retained earnings increased during the year by $15.1 million due to earnings of $18.3 million less dividends paid to common shareholders of $3.2 million. The fair market value of the bond portfolio decreased during 2021 due to the rise in interest rates, which resulted in a decrease in Other Comprehensive Income (“OCI”) of $4.1 million.

The Company continued to repurchase its own stock during the year. Specifically, the Company repurchased approximately 500,000 shares during 2021 at an average price of $18.50 per share, which was just slightly below book value. As of December 31, 2021, the Company had 495,639 shares remaining of the 750,000 shares authorized for repurchase under the Company’s existing share repurchase program which was authorized on May 25, 2021 and expires May 21, 2022.

Asset QualityYears Ended December 31,
($ in thousands)20212020% Change
Nonaccruing loans$3,652$6,426-43.2%
Accruing restructured loans (TDRs)725810-10.5%
Foreclosed assets and other assets held for sale, net2,104239047.8%
Nonperforming assets6,4817,259-10.7%
Net charge offs (recoveries)(181)681-126.6%
Loan loss provision1,0504,500-76.7%
Allowance for loan losses13,80512,5749.8%
Nonaccruing loans/total loans0.44%0.74%-39.7%
Allowance/nonaccruing loans378.01%195.67%93.2%
Nonperforming assets/total assets0.49%0.58%-15.6%
Net charge offs/average loans-0.02%0.08%-125.0%
Allowance/loans1.68%1.44%16.5%
Allowance/nonperforming loans315.40%173.80%81.5%

Nonperforming assets consisting of loans, Other Real Estate Owned (“OREO”) and accruing TDRs totaled $6.5 million, or 0.49 percent of total assets at December 31, 2021, a decrease of $0.8 million or 10.7 percent from 2020. Net charge offs were down significantly during 2021, with total recoveries of $0.18 million, which was a $0.86 million decrease compared to total charge offs of $0.68 million for 2020. The Company’s loan loss allowance at December 31, 2021, now covers nonperforming loans at 315 percent, up from 174 percent at December 31, 2020.

37

The following schedule presents an analysis of the allowance for loan losses, average loan data and related ratios at December 31 for the years indicated:

($ in thousands)Provision for Loan LossNet (Chargeoffs) RecoveriesAverage LoansRatio of annualized net (chargeoffs) recoveries to average loans
December 31, 2021
Commercial & industrial$(1,411)$227$160,2670.14%
Commercial real estate - owner occupied505-118,7130.00%
Commercial real estate - nonowner occupied825-264,9800.00%
Agricultural103-53,1220.00%
Residential real estate9756195,2770.00%
HELOC(16)-43,4880.00%
Consumer69(52)11,546-0.45%
Total$1,050$181$847,3930.02%
December 31, 2020
Commercial & industrial$1,757$(566)$198,991-0.28%
Commercial real estate - owner occupied721-104,8560.00%
Commercial real estate - nonowner occupied1,128-269,9240.00%
Agricultural62-51,8400.00%
Residential real estate373(42)185,311-0.02%
HELOC203(8)47,227-0.02%
Consumer256(65)11,595-0.56%
Total$4,500$(681)$869,744-0.08%
December 31, 2019
Commercial & industrial$582$(134)$139,616-0.10%
Commercial real estate - owner occupied210-96,1060.00%
Commercial real estate - nonowner occupied4681257,7560.00%
Agricultural(48)-51,8360.00%
Residential real estate(325)(39)194,390-0.02%
HELOC(102)1047,7700.02%
Consumer15(50)11,862-0.42%
Total loans$800$(212)$799,336-0.03%

The allowance for loan losses balance and the provision for loan losses are determined by management based upon periodic reviews of the loan portfolio. In addition, management considers the level of charge offs on loans, as well as the fluctuations of charge offs and recoveries on loans, in the factors which caused these changes. Estimating the risk of loss and the amount of loss is necessarily subjective. Accordingly, the allowance is maintained by management at a level considered adequate to cover losses that are currently anticipated based on past loss experience, economic conditions, information about specific borrower situations, including their financial position and collateral values, and other factors and estimates which are subject to change over time.

The Company has substantially increased the reserve level over the last two years. Specifically, since December 31, 2019 the allowance balance has increased from $8.8 million to $13.8 million at December 31, 2021, which is an increase of $5.0 million or 59 percent. This increase was the result of $5.6 million in provision expense during the period ($4.5 million in 2020 and $1.1 million in 2021) and minimal charge-offs, which were just $0.5 million over the two year period.

38

The following schedule provides a breakdown of the allowance for loan losses allocated by type of loan and related ratios at December 31 for the years indicated:

Allowance AmountPercentage of Loans In Each Category to Total LoansAllowance AmountPercentage of Loans In Each Category to Total LoansAllowance AmountPercentage of Loans In Each Category to Total Loans
($ in thousands)202120202019
Commercial & industrial$1,89014.9%$3,07423.4%$1,88318.3%
Commercial real estate - owner occupied2,58814.5%2,05912.9%1,22011.9%
Commercial real estate - nonowner occupied4,19331.9%3,39229.5%2,38232.5%
Agricultural5997.0%4966.3%4346.2%
Residential real estate3,51525.1%2,53420.8%2,20323.4%
Home equity line of credit (HELOC)6315.1%6475.3%4545.8%
Consumer3891.6%3721.7%1791.8%
$13,805100.0%$12,574100.0%$8,755100.0%

As detailed in the risk factors, the CARES Act provided for significant consumer and small business relief due to the impact of the COVID-19 pandemic. The Company provided payment relief to a number of consumer and small business customers throughout 2020 and 2021, which we believe was successful and enabled our clients to weather the pandemic effectively. All such COVID-related payment deferrals had expired or been removed by December 31, 2021 and all clients were back to contractual terms at such date.

Regulatory capital reporting is required for State Bank only, as the Company is currently exempt from quarterly regulatory capital level measurement pursuant to the Small Bank Holding Company Policy Statement. As of December 31, 2021, State Bank met all regulatory capital levels required to be considered well-capitalized (see Note 18 to the Consolidated Financial Statements).

On May 27, 2021, the Company issued and sold $20.0 million in aggregate principal amount of its 3.65% Fixed to Floating Rate Subordinated Notes due 2031 in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. The Subordinated Notes bear interest at a fixed rate of 3.65% through May 31, 2026. From June 1, 2026 to the maturity date or earlier redemption of the Subordinated Notes, the interest rate will reset quarterly to an interest rate per annum, equal to the then-current-three-month Secured Overnight Financing Rate (“SOFR”) provided by the Federal Reserve Bank of New York plus 296 basis points. The proceeds from the Subordinated Notes will be used to assist the Company in meeting various corporate obligations, including share buyback, acquisition costs and organic asset growth. The Subordinated Notes have a maturity of 10 years.

Earnings Summary – 2021 vs. 2020

Net income for 2021 was $18.3 million, or $2.56 per diluted share, compared with net income of $14.9 million, or $1.96 per diluted share, for 2020. State Bank reported net income for 2021 of $18.6 million, which was up from the $16.0 million in net income in 2020. SBFG Title reported net income for 2020 of $0.5 million, which was down from net income of $0.6 million in 2020.

Positive results for 2021 included loan growth
of $18.5 million when excluding the impact of the PPP initiative, and deposit growth of $64.0 million. The Company fully participated
in both phases of PPP, with a total of $111.4 million in loans to over 1,100 clients with revenue of $3.4 million for 2021 compared to
$1.4 million for 2020. The mortgage banking business line continued to contribute significant revenues, with residential real estate loan
production of $600.0 million for the year, resulting in $17.3 million of revenue from gains on sale. The level of mortgage origination
was down from the $694.2 million in 2020. The Company’s loans serviced for others ended the year at $1.36 billion, up from $1.30
billion at December 31, 2020.

39

Operating revenue increased by $2.6 million, or 3.9 percent, from $66.0 million in 2020 to $68.6 million in 2021 due to increased PPP fees and OMSR recapture which offset lower mortgage gain revenue. SBFG Title increased revenue by $0.1 million of $2.1 million for 2021.

Operating expense increased by $1.7 million, or 4.0 percent, from $43.1 million in 2020 to $44.8 million in 2021, due to compensation and fringe benefit cost increases and higher spend on technology/digital initiatives. These expense increases were offset by lower mortgage commission expense due to lower volume.

Results of Operations

Years Ended December 31,
($ in thousands, except per share data)20212020% Change
Total assets$1,330,854$1,257,8395.8%
Total investments263,259149,40676.2%
Loans held for sale7,4727,2343.3%
Loans, net of unearned income822,714872,723-5.7%
Allowance for loan losses13,80512,5749.8%
Total deposits1,113,0451,049,0116.1%
Total operating revenue1$68,581$66,0263.9%
Net interest income37,88435,9305.4%
Loan loss provision1,0504,500-76.7%
Noninterest income30,69730,0962.0%
Noninterest expense44,80843,0874.0%
Net income18,27714,94422.3%
Diluted earnings per share2.561.9630.6%
Column 1Column 2Column 3
1Operating revenue equals net interest income plus noninterest income.

Net interest income was $37.9 million for 2021 compared to $35.9 million for 2020, an increase of $2.0 million or 5.4 percent. Average earning assets increased to $1.24 billion in 2021, compared to $1.07 billion in 2020, an increase of $170.7 million or 15.9 percent due to a higher bond portfolio, which offset slightly lower loan volume. The consolidated 2021 full year net interest margin on an FTE basis decreased 30 basis points to 3.06 percent compared to 3.36 percent for the full year of 2020. PPP activity during 2021 increased margin revenue by $3.0 million for the full year of 2021.

Provision for loan losses of $1.0 million was taken in 2021 compared to $4.5 million taken for 2020. For 2021, net recoveries totaled $0.18 million, or (0.02) percent of average loans. This charge off level was significantly lower than 2020, in which net charge offs were $0.68 million or 0.08 percent of average loans.

Noninterest IncomeYears Ended December 31,
($ in thousands)20212020% Change
Wealth management fees$3,814$3,24517.5%
Customer service fees3,2172,80714.6%
Gains on sale of residential loans & OMSR’s17,25525,350-31.9%
Mortgage loan servicing fees, net2,940(5,138)157.2%
Gain on sale of non-mortgage loans158453-65.1%
Title Insurance income2,0891,9139.2%
Other1,2241,466-16.5%
Total noninterest income$30,697$30,0962.0%

40

Total noninterest income was $30.7 million for 2021 compared to $30.1 million for 2020, representing an increase of $0.6 million, or 2.0 percent, year-over-year. Although mortgage gain on sale was down from the record year in 2020 by $8.1 million, or 31.9 percent, the Company was able to offset that reduction by recapture of mortgage servicing rights of $3.9 million during 2021. The Company sold $489.4 million of originated mortgages into the secondary market in 2021, which allowed our serviced loan portfolio to grow to $1.36 billion at December 31, 2021 from $1.30 billion at December 31, 2020. The higher servicing balance of the portfolio led to the 5.6 percent increase in mortgage loan servicing income. Sales of non-mortgage loans (small business and farm credits) decreased in 2021 as compared to 2020, as SBA activity continued to be focused on the PPP initiative. The Company expanded its wealth management assets under management to $618.3 million, up $59.9 million, which resulted in a 17.5 percent increase in wealth fee income.

Noninterest ExpenseYears Ended December 31,
($ in thousands)20212020% Change
Salaries & employee benefits$26,838$25,3975.7%
Net occupancy expense3,0482,8915.4%
Equipment expense3,2813,1863.0%
Data processing fees2,5793,055-15.6%
Professional fees3,0273,307-8.5%
Marketing expense78465819.1%
Telephone and communications5815358.6%
Postage and delivery expense414415-0.2%
State, local and other taxes1,1751,1462.5%
Employee expense66353523.9%
Other expense2,4181,96223.2%
Total noninterest expense$44,808$43,0874.0%

Total noninterest expense was $44.8 million for 2021 compared to $43.1 million for 2020, representing a $1.7 million, or 4.0 percent, increase year-over-year. Total full-time equivalent employees ended 2021 at 269, which was up 25 from year end 2020.

Salaries and benefits were driven by the increase in total full time employees as we filled a number of open positions during the year. We also have seen higher costs in technology as we have continued to add resources and digital options for our clients.

Earnings Summary – 2020 vs. 2019

Net income for 2020 was $14.9 million, or $1.96 per diluted share, compared with net income of $12.0 million and net income available to common of $11.0 million, or $1.51 per diluted share, for 2019. State Bank reported net income for 2020 of $16.0 million, which was up from the $12.5 million in net income in 2020. SBFG Title reported net income for 2020 of $0.6 million, which was up from the $0.3 million in 2019.

Positive results for 2020 included loan growth of $47.2 million, and deposit growth of $208.8 million. The mortgage banking business line continues to contribute significant revenues, with residential real estate loan production of $694.2 million for the year, resulting in $25.4 million of revenue from gains on sale. The level of mortgage origination was up from the $445.3 million in 2019. The Company’s loans serviced for others ended the year at $1.3 billion, up from $1.2 billion at December 31, 2019. The Company realized over $1.4 million in revenue from the PPP initiative.

Operating revenue was up compared to the prior year by $13.2 million, or 25.0 percent, which was impacted by a $3.6 million temporary OMSR impairment. Our 2020 results include the full year impact from SBFG Title with net income of $0.6 million, and SB Captive, with net income of $0.9 million. Net interest margin on a fully tax equivalent basis (“FTE”) for 2020 was 3.36 percent, down 46 basis points from 2019.

Operating expense was up compared to the prior year by $5.7 million, or 15.2 percent, due to compensation and fringe benefit cost increases as a result of higher mortgage commission levels. Operating leverage (growth in revenue divided by growth in operating expense) for the year was a positive 1.6 times.

Net charge offs for 2020 of $0.68 million resulted in a loan loss provision of $4.5 million, compared to net charge offs of $0.21 million and a $0.8 million loan loss provision in 2019.

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Goodwill, Intangibles and Capital Purchases

The Company completed its most recent annual goodwill impairment review as of December 31, 2021. At December 31, 2021, the Company concluded that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. The Company’s goodwill is further discussed in Note 8 to the Consolidated Financial Statements.

Management plans to continue from time to time to purchase additional premises and equipment and improve current facilities to meet the current and future needs of the Company’s customers. These purchases will include buildings, leasehold improvements, furniture and equipment. Management expects that cash on hand and cash generated from current operations will fund these capital expenditures and purchases.

Liquidity

Liquidity relates primarily to the Company’s ability to fund loan demand, meet deposit customers’ withdrawal requirements and provide for operating expenses. Sources used to satisfy these needs consist of cash and due from banks, interest-bearing deposits in other financial institutions, securities available-for-sale, loans held for sale and borrowings from various sources. These assets, excluding the borrowings, are commonly referred to as liquid assets. Liquid assets were $422.9 million at December 31, 2021, compared to $303.2 million at December 31, 2020.

The Company does not have material cash requirements for capital expenditures over the next year. Any cash needs for capital requirements would be funded by cash existing at the Company. It is not anticipated that the Company will be required to initiate external borrowings in order to fund ongoing operations.

The Company’s commercial real estate, first mortgage residential, agricultural and multi-family mortgage portfolio of $645.1 million at December 31, 2021, can and is readily used to collateralize borrowings, which is an additional source of liquidity. Management believes the Company’s current liquidity level, without these borrowings, is sufficient to meet its current and anticipated liquidity needs. At December 31, 2021, all eligible commercial real estate, residential first, multi-family mortgage and agricultural loans were pledged under a Federal Home Loan Bank (“FHLB”) blanket lien.

Significant additional off-balance-sheet liquidity is available in the form of FHLB advances, unused federal funds lines from correspondent banks and the national certificate of deposit market. Management expects the risk of changes in off-balance-sheet arrangements to be immaterial to earnings. Based on the current collateralization requirements of the FHLB, approximately $110.5 million of additional borrowing capacity existed at December 31, 2021.

At December 31, 2021 and 2020, the Company had $41.0 million in federal funds lines available. The Company also had $184.9 million in unpledged securities at December 31, 2021 available for additional borrowings.

The cash flow statements for the periods presented provide an indication of the Company’s sources and uses of cash as well as an indication of the ability of the Company to maintain an adequate level of liquidity. A discussion of the cash flow statements for 2021 and 2020 follows:

The Company experienced positive cash flows from
operating activities in 2021 and 2020. Net cash from operating activities was $17.3 million and $23.9 million for the years ended December
31, 2021 and 2020, respectively. Significant operating items for 2021 included gain on sale of loans of $17.4 million and net income of
$18.3 million. Cash provided by the sale of loans held for sale were $490.6 million. Cash used in the origination of loans held for sale
were $478.1 million.

The Company experienced negative cash flows from investing activities in 2021 and 2020. Net cash used in investing activities was $72.0 million and $57.2 million for the years ended December 31, 2021 and 2020, respectively. The changes for 2021 include the purchase of available-for-sale securities of $170.7 million, and net decrease in loans of $48.5 million. The changes for 2020 include the purchase of available-for-sale securities of $129.8 million and net increase in loans of $31.7 million. The Company had proceeds from repayments, maturities, sales and calls of securities of $50.5 million and $84.0 million in 2021 and 2020, respectively.

The Company experienced positive cash flows from financing activities in 2021 and 2020. Net cash from financing activities was $63.6 million and $146.9 million for the years ended December 31, 2021 and 2020, respectively. Positive cash flows of $64.0 million and $157.7 million is attributable to the change in deposits for 2021 and 2020, respectively.

42

The
Company uses an Economic Value of Equity (“EVE”) analysis to measure risk in the balance sheet incorporating all cash flows
over the estimated remaining life of all balance sheet positions. The EVE analysis calculates the net present value of the Company’s
assets and liabilities in rate shock environments that range from -100 basis points to +400 basis points. The results of this analysis
are reflected in the following table.

Economic Value of Equity
December 31, 2021
($ in thousands)
Change in rates$ Amount$ Change% Change
+400 basis points$278,254$35,68414.71%
+300 basis points273,19030,62012.62%
+200 basis points265,71123,1429.54%
+100 basis points256,11013,5405.58%
Base Case242,570--
-100 basis points217,281(25,289)-10.43%
Economic Value of Equity
December 31, 2020
($ in thousands)
Change in rates$ Amount$ Change% Change
+400 basis points$243,779$61,58633.80%
+300 basis points231,59049,39827.11%
+200 basis points217,93635,74319.62%
+100 basis points202,26020,06711.01%
Base Case182,193--
-100 basis points154,509(27,684)-15.19%