SEC Form SC 13G/A filed by SB Financial Group Inc. (Amendment)

2/14/24 4:44:29 PM ET

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SC 13G/A 1 sbfg24.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* SB Financial Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78408D105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [_] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G/A CUSIP No. 78408D105 1 Names of Reporting Persons Cutler Capital Management, LLC 2 Check the appropriate box if a member of a Group (see instructions) (a)[ ] (b)[ ] 3 Sec Use Only 4 Citizenship or Place of Organization Massachusetts Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 133,300 6 Shared Voting Power 133,918 7 Sole Dispositive Power 0 8 Shared Dispositive Power 400,284 9 Aggregate Amount Beneficially Owned by Each Reporting Person 400,284 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) [ ] 11 Percent of class represented by amount in row (9) 5.92% 12 Type of Reporting Person (See Instructions) IA Item 1. (a) Name of Issuer: SB Financial Group, Inc. (b) Address of Issuers Principal Executive Offices: 401 Clinton Street P.O. Box 467 Defiance, Ohio 43512 Item 2. (a) Name of Person Filing: Cutler Capital Management, LLC (b) Address of Principal Business Office or, if None, Residence: The Day Building 306 Main Street Worcester, Massachusetts 01608-1518 (c) Citizenship: US (d) Title and Class of Securities: Common Stock (e) CUSIP No.: 78408D105 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Act; (b) [_] Bank as defined in Section 3(a)(6) of the Act; (c) [_] Insurance company as defined in Section 3(a)(19) of the Act; (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940; (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) [_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ Item 4. Ownership (a) Amount Beneficially Owned: (b) Percent of Class: (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: The information required by this item is set forth in rows 5 through 9 and 11 of the cover page to this Schedule 13G/A. The percent of class represented by the amount beneficially owned is based on 6,763,126 shares of common stock outstanding as of January 26, 2023, indicated on the cover page of the issuers Form 8-K filed with the Securities and Exchange Commission on January 26, 2023. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not applicable. Item 6. Ownership of more than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. Not applicable. Item 8. Identification and classification of members of the group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Cutler Capital Management, LLC By: /s/ Geoffrey Dancey February 14, 2024 Geoffrey Dancey Date Manager Page 1 of 1 Page 1 of __

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SEC Form SC 13G/A filed by SB Financial Group Inc. (Amendment)

2/14/24 4:44:29 PM ET

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Major Banks

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SEC Form SC 13G/A filed by SB Financial Group Inc. (Amendment)

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SEC Form SC 13G/A filed by SB Financial Group Inc. (Amendment)

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SEC Filings

SB Financial Group Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

SB Financial Group Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

SB Financial Group Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

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SB Financial Group Announces Fourth Quarter 2025 Results

SB Financial Group, Inc. Announces Schedule for Fourth Quarter and Full Year 2025 Results

SB Financial Group Announces Board of Directors Transition

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Insider Trading

SEC Form 4 filed by EVP OF SUBSIDIARY Cosentino Anthony Van

SEC Form 4 filed by Director Martin William G

Amendment: EVP OF SUBSIDIARY Walz Steven A. was granted 3,672 shares, increasing direct ownership by 193% to 10,693 units (SEC Form 4)

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Insider Purchases

Director Claxton Timothy L. bought $35,278 worth of shares (2,000 units at $17.64), increasing direct ownership by 25% to 10,127 units (SEC Form 4)

CHAIRMAN, PRESIDENT, CEO Klein Mark A bought $1,755 worth of shares (100 units at $17.55) (SEC Form 4)

EVP OF SUBSIDIARY Homoelle David A. bought $6,810 worth of shares (322 units at $21.15) (SEC Form 4)

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Leadership Updates

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SB Financial Group Announces Fourth Quarter 2025 Results

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Large Ownership Changes