AMB Financial : Proxy Statement 03-15-2023

AMB

FINANCIAL CORP

March 15, 2023

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of AMB Financial Corp., we cordially invite you to attend the 2023 annual meeting of stockholders. The annual meeting will be held at 11:00 a.m. Central Time on Wednesday, April 19, 2023 at our main office located at 7880 Wicker Avenue, St. John, Indiana.

In addition to the election of three directors, stockholders are also being asked to ratify the appointment of Plante & Moran, PLLC as our independent auditors. The Board of Directors unanimously recommends that you vote FOR the election of the nominees for director and FOR the ratification of the appointment of Plante & Moran, PLLC.

We encourage you to attend the meeting in person. Whether or not you attend the meeting, please read the enclosed proxy statement and then complete, sign and date the enclosed proxy card and return it in the postage prepaid envelope provided as promptly as possible. This will save us the additional expense of soliciting proxies and will ensure that your shares are represented. Please note that you may vote in person at the meeting even if you have previously returned the proxy.

Thank you for your attention to this important matter.

Sincerely,

MICHAEL MELLON

President and Chief Executive Officer

AMB

FINANCIAL CORP

7880Wicker Ave., Suite 101

St. John, Indiana 46373

[phone]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on April 19, 2023

Notice is hereby given that the 2023 annual meeting of stockholders of AMB Financial Corp. will be held at our main office located at 7880 Wicker Avenue, St. John, Indiana, at 11:00 a.m., Central Time, on Wednesday, April 19, 2023.

A proxy card and a proxy statement for the meeting are enclosed.

The annual meeting is for the purpose of considering and acting upon:

Proposal I. The election of three directors of AMB Financial Corp., each with a term of three years;

Proposal II. The ratification of the appointment of Plante & Moran, PLLC as the independent auditors for AMB Financial Corp. for the year ending December 31, 2023; and

such other matters as may properly come before the annual meeting, or any adjournments or postponements thereof. We are not aware of any other business to come before the annual meeting.

Any action may be taken on any one of the foregoing proposals at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned or postponed. Stockholders of record at the close of business on February 28, 2023 are the stockholders entitled to vote at the annual meeting and any adjournments or postponements thereof.

You are requested to complete and sign the enclosed form of proxy, which is solicited on behalf of the Board of Directors, and to mail it promptly in the enclosed envelope. Your proxy will not be used if you attend and vote at the annual meeting in person.

BY ORDER OF THE BOARD OF DIRECTORS

Michael Mellon

President and Chief Executive Officer

St. John, Indiana

March 15, 2023

IMPORTANT: The prompt return of proxies will save us the expense of further requests for proxies to ensure a quorum at the annual meeting.

A self-addressed envelope is enclosed for your convenience. No postage is required if mailed within the United States.

1

PROXY STATEMENT

AMB

FINANCIAL CORP

7880Wicker Ave., Suite 101

St. John, Indiana 46373

[phone]

ANNUAL MEETING OF STOCKHOLDERS

April 19, 2023

The Board of Directors is using this proxy statement to solicit proxies from the holders of AMB Financial Corp. common stock for use at our 2023 annual meeting of stockholders. We are mailing this proxy statement and the enclosed form of proxy to our stockholders on or about March 15, 2023.

Since our common stock is not registered under the Securities Exchange Act of 1934 (the "Exchange Act"), this proxy statement is not intended to comply with the disclosure requirements applicable to proxy statements of companies with shares registered under the Exchange Act.

Certain of the information provided herein relates to our wholly owned subsidiary, American Community Bank of Indiana, which we refer to as American Community Bank or the Bank.

Time and Place of the Annual Meeting; Matters to be Considered

Our annual meeting will be held as follows:

Date: April 19, 2023

Time: 11:00 a.m., Central Time

Place: Main office of AMB Financial Corp. 7880 Wicker Avenue

St. John, Indiana 46373

At the annual meeting, stockholders are being asked to consider and vote upon the following proposals:

• The election of three directors of AMB Financial Corp., each having a term of three years;
• The ratification of the appointment of Plante & Moran, PLLC as our independent auditors for the year ending December 31, 2023; and

any other matters that may properly come before the annual meeting. As of the date of this proxy statement, we are not aware of any other business to be presented for consideration at the annual meeting.

Voting Rights of Stockholders; Required Vote for Approval

Only holders of record of our common stock on February 28, 2023 are entitled to notice of and to vote at the annual meeting. You are entitled to one vote for each share of our common stock you own as of the record date. On February 28, 2023 there were 901,065 shares of our common stock outstanding and entitled to vote at the annual meeting.

Directors are elected by a plurality of the votes present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors. The ratification of the appointment of Plante & Moran, PLLC as our independent auditors requires the approval of a majority of the shares voting on the matter. Proxies marked to abstain with respect to a proposal other than the election of directors have the same effect as votes against the proposal. Broker non-votes have no effect on the vote. One-third of the shares of our common stock, present in person or

2

represented by proxy, shall constitute a quorum for purposes of the annual meeting. Abstentions and broker non-votes are counted for purposes of determining a quorum.

The Board of Directors unanimously recommends that you vote "FOR" the election of the Board of Directors' nominees and "FOR" the ratification of Plante & Moran, PLLC as our independent auditors for the year ending December 31, 2023.

Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs

Proxies are solicited to provide all stockholders of record on the voting record date an opportunity to vote on matters scheduled for the annual meeting and described in these materials. Shares of our common stock can only be voted if the record stockholder is present in person at the annual meeting or by proxy. To ensure your representation at the annual meeting, we recommend you vote by proxy even if you plan to attend the annual meeting. You can always change your vote at the annual meeting if you are a record holder or have appropriate authorization from the record holder.

Voting instructions are included on your proxy card. Shares of our common stock represented by properly executed proxies will be voted by the individuals named in such proxy in accordance with the stockholder's instructions. Where properly executed proxies are returned to us with no specific instruction as to how to vote at the annual meeting, the persons named in the proxy will vote the shares "FOR" the election of the Board of Directors' nominee and "FOR" the ratification of the appointment of Plante & Moran, PLLC as our independent auditors for the year ending December 31, 2023. Should any other matters be properly presented at the annual meeting for action, the persons named in the enclosed proxy and acting thereunder will have the discretion to vote on these matters in accordance with their best judgment.

You may receive more than one proxy card depending on how your shares are held. For example, you may hold some of your shares individually, some jointly with your spouse and some in trust for your children in which case you will receive three separate proxy cards to vote.

You may revoke your proxy before it is voted by: (i) submitting a new proxy with a later date relating to the same shares and delivering it to our Secretary; (ii) notifying our Secretary in writing before the annual meeting that you have revoked your proxy; or (iii) voting in person at the annual meeting. Any written notice must be delivered to Denise L. Knapp, Secretary of AMB Financial Corp. at 7880 Wicker Ave., Suite 101, St. John, IN 46373.

If you plan to attend the annual meeting and wish to vote in person, we will give you a ballot at the annual meeting. However, if your shares are held in the name of your broker, bank, or other nominee, you must bring appropriate documents from the nominee indicating that you were the beneficial owner of our common stock and authorizing you to vote the shares on February 28, 2023, the record date for voting at the annual meeting, and stating the number of shares held by the nominee on your behalf.

If you participate in our Employee Stock Ownership Plan ("ESOP") you will receive a voting instruction form that reflects all shares you may vote under the plan to which the form relates. Under the terms of the ESOP, all shares held in the ESOP are voted by the ESOP trustees, but each participant in the ESOP may direct the trustees how to vote the shares of Company common stock allocated to his or her ESOP account. Unallocated shares of Company common stock held by the ESOP Trust and allocated shares for which no timely voting instructions are received will be voted by the ESOP trustees in the same proportion as shares for which the trustees have received voting instructions, subject to the exercise of their fiduciary duties.

We will pay the cost of soliciting proxies. In addition to this mailing, our directors, officers, and employees may also solicit proxies personally, electronically or by telephone. We will also reimburse brokers and other nominees for their reasonable expenses in sending these materials to you and obtaining your voting instructions. We do not utilize a proxy solicitation firm.

3