8-K

CIVISTA BANCSHARES, INC. (CIVB)

8-K 2023-10-27 For: 2023-10-27
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 27, 2023

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

Ohio 001-36192 34-1558688
(State or other jurisdiction of<br> <br>incorporation or organization) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)

100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870

(Address of principle executive offices)

Registrant’s telephone number, including area code: (419) 625-4121

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br> <br>Symbol(s) Name of each exchange<br> <br>on which registered
Common CIVB NASDAQ Capital Market

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On October 27, 2023, Civista Bancshares, Inc. announced preliminary unaudited earnings for the three and nine-month periods ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated here by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibit 99.1 Press release of Civista Bancshares, Inc. reporting financial results and earnings for the three and nine-month periods ended September 30, 2023.

Exhibit 104 Cover Page Interactive File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Civista Bancshares, Inc.
(Registrant)
Date: October 27, 2023 /s/ Todd A. Michel
Todd A. Michel,
Senior Vice President & Controller

EX-99.1

Exhibit 99.1

LOGO

Civista Bancshares, Inc. Announces Third Quarter 2023 Financial Results

Sandusky, Ohio, October 27, 2023 /PRNewswire/– Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) announced its unaudited financial results for the three and nine month periods ending September 30, 2023.

Third quarter and year-to-date 2023 highlights:

Net income of $10.4 million, or $0.66 per diluted share, for the third quarter of 2023, compared to<br>$11.1 million, or $0.72 per diluted share, for the third quarter of 2022.
Net income of $33.3 million, or $2.12 per diluted share, compared to $27.3 million, or $1.82 per<br>diluted share, for the nine months ended September 30, 2023 and 2022, respectively.
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Cost of deposits of 129 basis points and total funding costs of 172 basis points for the quarter.<br>
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Based on the September 29, 2023 market close share price of $15.50, the $0.16 third quarter dividend is<br>equivalent to an annualized yield of 4.13% and a dividend payout ratio of 24.24%.
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“Overall, I am extremely pleased with our third quarter results. Despite continued funding pressure, we were able to increase net interest income quarter-over-quarter, as loans grew by $118.6 million, or 18 percent on an annualized basis. We continue to post record earnings, with our year-to-date net income up 22 percent over the same period last year”, said Dennis G. Shaffer, CEO and President of Civista.

During the quarter Civista made the decision to step away from its income tax refund business for 2024. In the<br>first quarter of 2021, the U.S Treasury mistakenly sent $5.6 billion in stimulus payments to the Company, causing an increase in the volume of consumer complaints. The volume of complaints has diminished, however, the amount of information<br>required by our regulators to “close out” each complaint has increased extensively. While our business partner has been responsible for gathering most of the information related to these requests, it has become apparent that our<br>regulators’ view of this program is changing. Management has made the decision to step away rather than risk that our participation in this program might inhibit future M&A activity. Civista earned $2.4 million in each of the previous<br>3 years from this program with very few direct costs associated with it.

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Mr. Shaffer added, “We have had a long and very beneficial relationship with the Santa Barbara Tax Processing Group and our income tax refund processing program. This was not an easy decision, but one that we felt made sense for Civista.

Results ofOperations:

For the three-month periods ended September 30, 2023 and 2022

Net interest income increased $1.1 million, or 3.5%, for the third quarter of 2023 compared to the same period of 2022. Interest income increased $13.3 million while interest expense increased $12.2 million. The increase in interest income was driven by both increases in rates and increases in volume. The increased interest expense was driven by rate and volume as well, but also by a shift in the mix of funding sources.

Net interest margin decreased 44 basis points to 3.69% for the third quarter of 2023, compared to 4.03% for the same period a year ago.

The increase in interest income was primarily due to a 104 basis point increase in asset yield, which led to $8.1 million of the increase in interest income. Additionally, a $377.9 million increase in average earning assets led to $5.2 million of the increase in interest income. The increase in volume can be attributed to both organic growth and to the acquisitions during 2022 of Comunibanc Corp (“Comunibanc”) and Civista Leasing and Financing (“CLF”), formerly known as Vision Financial group (“VFG”).

Interest expense increased $12.2 million, or 582.0%, for the third quarter of 2023, compared to the same period last year. The average rate paid on interest-bearing liabilities increased 201 basis points, while average interest-bearing liabilities increased $422.0 million. The increase in interest-bearing liabilities was primarily in brokered time deposits and short-term FHLB borrowings to fund growth. This shift in the funding mix, as well as rising rates, is driving the increase in the funding rate. Interest-bearing deposit costs have increased 172 basis points compared to a year ago.

2

Average Balance Analysis

(Unaudited - Dollars in thousands)

Three Months Ended September 30,
2023 2022
Average Yield/ Average Yield/
balance Interest rate* balance Interest rate*
Assets:
Interest-earning assets:
Loans and leases** $ 2,679,679 $ 39,732 5.88 % $ 2,289,588 $ 27,176 4.71 %
Taxable securities *** 359,154 2,999 2.95 % 354,597 2,936 3.06 %
Non-taxable securities *** 286,048 2,336 3.77 % 268,327 1,998 3.47 %
Interest-bearing deposits in other banks 55,288 719 5.16 % 89,744 423 1.87 %
Total interest-earning assets *** $ 3,380,169 $ 45,786 5.34 % $ 3,002,256 32,533 4.30 %
Noninterest-earning assets:
Cash and due from financial institutions 22,542 58,581
Premises and equipment, net 50,999 28,633
Accrued interest receivable 11,673 8,907
Intangible assets 128,215 84,265
Bank owned life insurance 53,879 53,131
Other assets 64,008 48,013
Less allowance for loan losses (34,283 ) (27,546 )
Total Assets $ 3,677,202 $ 3,256,240
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand and savings $ 1,333,903 $ 2,189 0.65 % $ 1,457,112 $ 379 0.10 %
Time 632,111 7,395 4.64 % 280,903 557 0.79 %
Short-term FHLB borrowings 233,547 3,246 5.51 % 6,713 48 2.84 %
Long-term FHLB borrowings 2,644 15 2.25 % 25,336 133 2.08 %
Other borrowings 8,026 198 9.91 % 0.00 %
Subordinated debentures 103,894 1,239 4.73 % 103,751 975 3.73 %
Repurchase agreements 993 0.00 % 19,277 2 0.04 %
Total interest-bearing liabilities $ 2,315,118 $ 14,282 2.45 % $ 1,893,092 $ 2,094 0.44 %
Noninterest-bearing deposits 980,835 980,999
Other liabilities 33,040 77,015
Shareholders’ equity 348,209 305,134
Total Liabilities and Shareholders’ Equity $ 3,677,202 $ 3,256,240
Net interest income and interest rate spread $ 31,504 2.89 % $ 30,439 3.86 %
Net interest margin *** 3.69 % 4.03 %
* - Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and<br>investments, included in the yields above, was $621 thousand and $532 thousand for the periods ended September 30, 2023 and 2022, respectively.
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** - Average balance includes nonaccrual loans
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*** - Average yield on investments were calculated by adjusting the average balances of taxable and nontaxable<br>securities by unrealized losses of $69.2 million and $46.9 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.
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For the nine-month periods ended September 30, 2023 and 2022

Net interest income increased $17.8 million, or 22.9%, compared to the same period in 2022.

Interest income increased $47.4 million, or 56.9%, for the nine months of 2023. Average earning assets increased $389.1 million, resulting in an increase in interest income of $19.3 million. Average yields increased 141 basis points, resulting in an increase in interest income of $28.1 million. The increase in volume can be attributed to both organic growth and to the acquisitions during 2022 of Comunibanc and CLF.

Interest expense increased $29.6 million, or 526.2%, for the nine months of 2023 compared to the same period of 2022. Average rates increased 166 basis points compared to 2022, resulting in $16.6 million of the increase in interest expense. Average interest-bearing liabilities increased $420.1 million, resulting in $13.0 million of the increase in interest expense.

Net interest margin increased 26 basis points to 3.88% for the nine months of 2023, compared to 3.62% for the same period a year ago.

4

Average Balance Analysis

(Unaudited - Dollars in thousands)

Nine Months Ended September 30,
2023 2022
Average Yield/ Average Yield/
balance Interest rate* balance Interest rate*
Assets:
Interest-earning assets:
Loans ** $ 2,607,632 $ 114,108 5.85 % $ 2,111,019 $ 70,065 4.44 %
Taxable securities *** 367,946 8,817 2.89 % 322,262 6,431 2.53 %
Non-taxable securities *** 285,250 6,917 3.79 % 262,790 5,669 3.55 %
Interest-bearing deposits in other banks 23,382 818 4.67 % 199,019 1,098 0.74 %
Total interest-earning assets *** $ 3,284,210 $ 130,660 5.29 % $ 2,895,090 83,263 3.88 %
Noninterest-earning assets:
Cash and due from financial institutions 33,918 108,220
Premises and equipment, net 58,338 24,429
Accrued interest receivable 11,176 8,025
Intangible assets 133,154 84,268
Bank owned life insurance 53,796 48,965
Other assets 61,669 44,077
Less allowance for loan losses (33,138 ) (27,168 )
Total Assets $ 3,603,123 $ 3,185,906
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand and savings $ 1,360,692 $ 4,818 0.47 % $ 1,414,215 $ 860 0.08 %
Time 497,458 15,532 4.17 % 250,230 1,491 0.80 %
Short-term FHLB borrowings 282,214 10,617 5.03 % 2,380 49 2.75 %
Long-term FHLB borrowings 3,062 51 2.23 % 58,263 515 1.18 %
Other borrowings 11,953 587 6.57 % 0.00 %
Subordinated debentures 103,854 3,607 4.67 % 103,726 2,701 3.48 %
Repurchase agreements 11,611 4 0.05 % 21,910 8 0.05 %
Total interest-bearing liabilities $ 2,270,844 $ 35,216 2.07 % $ 1,850,724 5,624 0.41 %
Noninterest-bearing deposits 941,842 936,686
Other liabilities 44,739 76,748
Shareholders’ equity 345,698 321,748
Total Liabilities and Shareholders’ Equity $ 3,603,123 $ 3,185,906
Net interest income and interest rate spread $ 95,444 3.22 % $ 77,639 3.48 %
Net interest margin *** 3.88 % 3.62 %
* - Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and<br>investments, included in the yields above, was $1.8 million and $1.5 million for the periods ended September 30, 2023 and 2022, respectively.
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** - Average balance includes nonaccrual loans
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*** - 2023 and 2022 average yield on investments were calculated by adjusting the average balances of taxable and<br>nontaxable securities by unrealized losses of $64.3 million and $24.7 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.
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5

Provision for credit losses for the third quarter of 2023 was $630 thousand compared to $300 thousand for the third quarter of 2022, primarily related to loan and lease growth.

On January 1, 2023, Civista adopted CECL, which resulted in an adjustment to the reserve of approximately $4.3 million. For the nine months ended September 30, 2023, provision for credit losses was $2.1 million, compared to $1.0 million for the same period of 2022. The reserve ratio increased to 1.28% as of September 30, 2023 from 1.12% at December 31, 2022.

The adoption of CECL also resulted in an additional $3.4 million reserve for unfunded commitments, which is reflected as a liability in the consolidated financial statements. Provision for unfunded commitments for the third quarter of 2023 was $130 thousand and $595 thousand for the nine months ended September 30, 2023. There was no provision for unfunded commitments during the first nine months of 2022.

For the third quarter of 2023, noninterest income totaled $8.0 million, an increase of $2.3 million, or 39.3%, compared to the prior year’s third quarter.

Noninterest income

(unaudited - dollars in thousands)

Three months ended September 30,
2023 2022 change % change
Service charges $ 1,853 $ 1,885 -1.7 %
Net gain on sale of securities 4 ) -100.0 %
Net gain/(loss) on equity securities 69 (133 ) 151.9 %
Net gain on sale of loans and leases 787 637 23.5 %
ATM/Interchange fees 1,424 1,394 2.2 %
Wealth management fees 1,197 1,208 ) -0.9 %
Lease revenue and residual income 1,913 0.0 %
Bank owned life insurance 266 255 4.3 %
Tax refund processing fees 0.0 %
Other 616 484 27.3 %
Total noninterest income $ 8,125 $ 5,734 41.7 %

All values are in US Dollars.

Net gain/loss on equity securities increase of $202 thousand was the result of a market valuation adjustment.

The net gain on sale of loans and leases increased by $150 thousand compared to the same period last year. CLF generated a $466 thousand gain on the sale of $10.9 million in commercial loans and leases. The sale of mortgage loans generated a $321 thousand gain on the sale of $16.2 million, a decrease in the gain of $316 thousand and a $17.7 million decrease in volume in 2023, compared to 2022.

Lease revenue and residual income contributed $1.9 million to noninterest income due to the acquisition of CLF during 2022.

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For the nine months ended September 30, 2023, noninterest income totaled $28.2 million, an increase of $9.2 million, or 48.3%, compared to the same period in the prior year.

Noninterest income

(unaudited - dollars in thousands)

Nine months ended September 30,
2023 2022 change % change
Service charges $ 5,457 $ 5,004 9.1 %
Net gain on sale of securities 10 ) -100.0 %
Net (loss) on equity securities (169 ) (44 ) ) -284.1 %
Net gain on sale of loans and leases 2,033 2,146 ) -5.3 %
ATM/Interchange fees 4,227 3,990 5.9 %
Wealth management fees 3,570 3,713 ) -3.9 %
Lease revenue and residual income 6,160 0.0 %
Bank owned life insurance 830 732 13.4 %
Tax refund processing fees 2,375 2,375 0.0 %
Other 3,859 1,086 255.3 %
Total noninterest income $ 28,342 $ 19,012 49.1 %

All values are in US Dollars.

The increase in service charge income is split between $115 thousand in personal service charges and $149 thousand in business service charges. Overdraft fees also increased by $188 thousand.

The change in net loss on equity securities was the result of a market valuation adjustment.

The net gain on sale of loans and leases decreased by $113 thousand compared to the same period last year. CLF generated a $1.1 million gain on the sale of $32.9 million in commercial loans and leases. The sale of mortgage loans generated a $911 thousand gain on the sale of $42.2 million, a decrease in the gain of $1.2 million and a $65.4 million decrease in volume in 2023, compared to 2022.

Lease revenue and residual income contributed $6.2 million due to the acquisition of CLF during 2022.

Other income increased as result of a $1.5 million fee collected associated with the renewal of the company’s contract with MasterCard. Other income also increased as result of $707 thousand in interim rent at Civista Leasing and Finance, and $198 thousand increase in swap fee income.

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For the third quarter of 2023, noninterest expense totaled $26.6 million, an increase of $4.1 million, or 18.0%, compared to the prior year’s third quarter.

Noninterest expense

(unaudited - dollars in thousands)

Three months ended September 30,
2023 2022 change % change
Compensation expense $ 14,054 $ 12,484 12.6 %
Net occupancy and equipment 4,055 1,889 114.7 %
Contracted data processing 651 846 ) -23.0 %
Taxes and assessments 1,028 799 28.7 %
Professional services 1,010 1,335 ) -24.3 %
Amortization of intangible assets 398 456 ) -12.7 %
ATM/Interchange expense 619 604 2.5 %
Marketing 497 372 33.6 %
Software maintenance expense 1,052 942 11.7 %
Other 3,388 2,828 19.8 %
Total noninterest expense $ 26,752 $ 22,555 18.6 %

All values are in US Dollars.

Compensation expense increased primarily due to the acquisition of CLF resulting in an additional $1.3 million. The quarter-to-date average full time equivalent (FTE) employees were 528 at September 30, 2023, an increase of 85 FTEs over the same period in 2022.

The increase in occupancy and equipment expense is primarily due to a $2.0 million increase in equipment depreciation and expense related to the acquisition of CLF.

Taxes and assessments increased due to an increase in the FDIC assessment rate charged.

The decrease in professional services is attributable to higher consulting expense in 2022 related to the acquisition of Comunibanc.

The increase in other operating expense is primarily due to a $130 thousand provision for credit losses on unfunded commitments as well as an increase in bad check loss of $255 thousand compared to the same period in 2022. Additional increases related to the acquisition of CLF are also attributable to the increase in 2023.

8

The efficiency ratio was 66.5% for the quarter ended September 30, 2023, compared to 61.4% for the quarter ended September 30, 2022. The change in the efficiency ratio is primarily due to an increase in noninterest expense, partially offset by an increases in noninterest income and in net interest income.

Civista’s effective income tax rate for the third quarter 2023 was 15.2% compared to 16.6% in 2022.

For the nine months ended September 30, 2023, noninterest expense totaled $82.2 million, an increase of $19.0 million, or 30.0%, compared to the same period in the prior year.

Noninterest expense

(unaudited - dollars in thousands)

Nine months ended September 30,
2023 2022 change % change
Compensation expense $ 44,137 $ 36,654 20.4 %
Net occupancy and equipment 12,310 5,122 140.3 %
Contracted data processing 1,730 1,899 ) -8.9 %
Taxes and assessments 2,985 2,416 23.6 %
Professional services 3,804 3,593 5.9 %
Amortization of intangible assets 1,195 890 34.3 %
ATM/Interchange expense 1,814 1,659 9.3 %
Marketing 1,542 1,069 44.2 %
Software maintenance expense 2,989 2,440 22.5 %
Other 9,792 7,450 31.4 %
Total noninterest expense $ 82,298 $ 63,192 30.2 %

All values are in US Dollars.

Compensation expense increased primarily due to $4.6 million of salaries related to the acquisition of CLF. Other increases related to salaries were a result of annual merit increases and add-to-staff positions as well as increases in employee insurance. The year-to-date average full time equivalent (FTE) employees were 531 at September 30, 2023, an increase of 67 FTEs over the same period in 2022.

The increase in occupancy and equipment expense is primarily due to a $6.1 million increase in equipment depreciation related to the acquisition of CLF.

The increase in amortization expense is due to $377 thousand related to the core deposit intangible associated with the acquisition of Comunibanc.

Marketing expense increased due to an increase in marketing efforts in newly acquired markets related to the Comunibanc and CLF acquisitions.

The increase in software maintenance expense is due to increases in software maintenance contracts related to the digital banking platform.

The increase in other operating expense is primarily due to a $595 thousand provision for credit losses on unfunded commitments, a $353 thousand increase in bad check loss expense and additional expenses related to CLF of $608 thousand. Business promotion, travel & lodging, donations, and education & training all increased as well.

9

The efficiency ratio was 65.5% for the nine months ended September 30, 2023 compared to 64.4% for the nine months ended September 30, 2022. The change in the efficiency ratio is primarily due to an increase in noninterest expense, partially offset by an increases in net interest income and noninterest income.

Civista’s effective income tax rate was 15.4% for the nine months of 2023 and 16.0% for the nine months 2022.

Balance Sheet

Total assets increased $195.1 million, or 5.5%, from December 31, 2022 to September 30, 2023, primarily due to growth in the loan portfolio.

End of periodloan and lease balances

(unaudited - dollars in thousands)

September 30, December 31,
2023 2022 Change % Change
Commercial and Agriculture $ 301,877 $ 278,595 8.4 %
Commercial Real Estate:
Owner Occupied 375,851 371,147 1.3 %
Non-owner Occupied 1,102,932 1,018,736 8.3 %
Residential Real Estate 614,304 552,781 11.1 %
Real Estate Construction 269,292 243,127 10.8 %
Farm Real Estate 24,109 24,708 ) -2.4 %
Lease financing receivable 48,259 36,797 31.1 %
Consumer and Other 18,267 20,775 ) -12.1 %
Total Loans $ 2,754,891 $ 2,546,666 8.2 %

All values are in US Dollars.

Loan and lease balances increased $208.2 million, or 8.2% since December 31, 2022. Commercial growth is predominately due to loan production from the leasing division and an increase in new commercial customers with commercial lines of credit outstanding. Even with the increase, the revolving line of credit balances continue to be less than forty percent advanced. Commercial Real Estate continued to grow due to consistent demand in the Non-owner Occupied category, especially in the multi-family area in the major Ohio metropolitan areas. Real Estate Construction has increased as many construction projects near completion. The undrawn construction availability continues to be near all-time highs. Residential Real Estate has grown with continued new production in our Community Reinvestment Act (“CRA”) product, more home construction loans, and more on balance sheet ARM products in this higher rate environment.

10

Deposits

Total deposits increased $175.8 million, or 6.7%, from December 31, 2022 to September 30, 2023.

End of period deposit balances

(unaudited - dollars in thousands)

September 30, December 31,
2023 2022 Change % Change
Noninterest-bearing demand $ 802,614 $ 896,333 ) -10.5 %
Interest-bearing demand 464,338 527,879 ) -12.0 %
Savings and money market 872,805 876,427 ) -0.4 %
Time deposits 655,986 319,345 105.4 %
Total Deposits $ 2,795,743 $ 2,619,984 6.7 %

All values are in US Dollars.

The decrease in noninterest-bearing demand of $93.7 million was primarily due to a $71.5 million decrease in noninterest-bearing business accounts and $32.3 million noninterest-bearing personal accounts. The $63.5 million decrease in interest-bearing demand deposits was spread across personal, business, and public fund accounts. The decrease in savings and money market was primarily due to a $62.5 million decrease in statement savings, an $11.0 million decrease in corporate savings, a $33.7 million decrease in personal money markets, partially offset by a $46.5 million increase in brokered money market accounts, a $42.1 million increase in business money market accounts and a $14.2 million increase in public money market accounts. The increase in time certificates was primarily due to a $202.5 million increase in brokered time deposits. In addition, Jumbo time certificates increased $62.4 million and retail time certificates increased $28.8 million.

FHLB overnight advances totaled $431.5 million on September 30, 2023, up from $393.7 million on December 31, 2022. FHLB term advances totaled $2.6 million on September 30, 2023, down from $3.6 million on December 31, 2022.

Stock Repurchase Program

During the nine months of 2023, Civista has repurchased 84,230 shares for $1.5 million at a weighted average price of $17.77 per share. We have approximately $12.0 million remaining of the current $13.5 million repurchase authorization. The current repurchase plan will expire in May 2024. In January, Civista liquidated 5,620 shares held by employees, at $21.52 per share, to satisfy tax obligations stemming from vesting of restricted shares.

Shareholders’ Equity

Total shareholders’ equity decreased $2.1 million from December 31, 2022 to September 30, 2023, primarily due to a decrease in accumulated other comprehensive loss of $21.4 million, partially offset by a $20.2 million increase in retained earnings.

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Asset Quality

Civista recorded net losses of $535 thousand for the nine months of 2023 compared to net recoveries of $132 thousand for the same period of 2022. The allowance for credit losses to loans ratio was 1.28% at September 30, 2023 and 1.12% at December 31, 2022.

Allowance for Credit Losses

(dollars in thousands)

Nine months ended September 30,
2023 2022
Beginning of period $ 28,511 $ 26,641
CECL adoption adjustments 5,193
Charge-offs (855 ) (164 )
Recoveries 320 296
Provision 2,111 1,000
End of period $ 35,280 $ 27,773

Allowance for Unfunded Commitments

(dollars in thousands)

Nine months ended September 30,
2023 2022
Beginning of period $ $
CECL adoption adjustments 3,386
Charge-offs
Recoveries
Provision 595
End of period $ 3,981 $

12

Non-performing assets at September 30, 2023 were $11.4 million, a 4.9% increase from December 31, 2022. The non-performing assets to assets ratio was 0.31% at September 30, 2023 and 0.31% at December 31, 2022. The allowance for credit losses to non-performing loans increased from 261.45% at December 31, 2022 to 308.52% at September 30, 2023.

Non-performing Assets

(dollars in thousands)

September 30, December 31,
2023 2022
Non-accrual loans $ 8,713 $ 7,890
Restructured loans 2,722 3,015
Total non-performing loans 11,435 10,905
Other Real Estate Owned
Total non-performing assets $ 11,435 $ 10,905

Conference Call and Webcast

Civista Bancshares, Inc. will also host a conference call to discuss the Company’s financial results for the third quarter of 2023 at 1:00 p.m. ET on Friday, October 27, 2023. Interested parties can access the live webcast of the conference call through the Investor Relations section of the Company’s website, www.civb.com. Participants can also listen to the conference call by dialing 855-238-2712 and ask to join the Civista Bancshares, Inc. third quarter 2023 earnings call. Please log in or dial in at least 10 minutes prior to the start time to ensure a connection.

An archive of the webcast will be available for one year on the Investor Relations section of the Company’s website (www.civb.com).

Forward Looking Statements

This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Civista. For these statements, Civista claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Civista, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. 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 risk factors relating to the banking industry and the other factors detailed from time to time in Civista’ reports filed with the Securities and Exchange Commission, including those described in “Item 1A Risk Factors” of Part I of Civista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and any additional risks identified in the Company’s subsequent Form 10-Q’s. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date

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hereof. Civista does not undertake, and specifically disclaims any obligation, to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Civista Bancshares, Inc., is a $3.7 billion financial holding company headquartered in Sandusky, Ohio. Its primary subsidiary, Civista Bank, was founded in 1884 and provides full-service banking, commercial lending, mortgage, and wealth management services. Today, Civista Bank operates 43 locations across Ohio, Southeastern Indiana and Northern Kentucky. Civista Leasing & Finance, a division of Civista Bank, offers commercial equipment leasing services for businesses nationwide. Civista Bancshares’ common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. Learn more at www.civb.com.

For additional information, contact:

Dennis G. Shaffer

CEO and President

Civista Bancshares, Inc.

888-645-4121

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Civista Bancshares, Inc.

Financial Highlights

(Unaudited, dollars in thousands, except share and per share amounts)

Consolidated Condensed Statement of Income

Three Months Ended Nine Months Ended
September 30, September 30,
2023 2022 2023 2022
Interest income $ 45,786 $ 32,533 $ 130,660 $ 83,263
Interest expense 14,282 2,094 35,216 5,624
Net interest income 31,504 30,439 95,444 77,639
Provision for credit losses 630 300 2,111 1,000
Net interest income after provision 30,874 30,139 93,333 76,639
Noninterest income 8,125 5,734 28,342 19,012
Noninterest expense 26,752 22,555 82,298 63,192
Income before taxes 12,247 13,318 39,377 32,459
Income tax expense 1,860 2,206 6,068 5,180
Net income 10,387 11,112 33,309 27,279
Dividends paid per common share $ 0.16 $ 0.14 $ 0.45 $ 0.42
Earnings per common share
Basic
Net income $ 10,387 $ 11,112 $ 33,309 $ 27,279
Less allocation of earnings and dividends to participating securities 389 52 1,220 122
Net income available to common shareholders - basic $ 9,998 $ 11,060 $ 32,089 $ 27,157
Weighted average common shares outstanding 15,735,007 15,394,898 15,747,648 14,974,862
Less average participating securities 588,715 71,604 576,902 67,323
Weighted average number of shares outstanding used to calculate basic earnings per share 15,146,292 15,323,294 15,170,746 14,907,539
Earnings per common share
Basic $ 0.66 $ 0.72 $ 2.12 $ 1.82
Diluted 0.66 0.72 2.12 1.82
Selected financial ratios:
Return on average assets 1.12 % 1.35 % 1.24 % 1.14 %
Return on average equity 11.83 % 14.45 % 12.88 % 11.34 %
Dividend payout ratio 24.24 % 19.40 % 21.27 % 23.06 %
Net interest margin (tax equivalent) 3.69 % 4.03 % 3.88 % 3.62 %

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Selected Balance Sheet Items

(Dollars in thousands, except share and per share amounts)

September 30, December 31,
2023 2022
(unaudited) (unaudited)
Cash and due from financial institutions $ 50,316 $ 43,361
Investment in time deposits 1,472 1,477
Investment securities 595,508 617,592
Loans held for sale 1,589 683
Loans 2,754,890 2,546,666
Less: allowance for credit losses (35,280 ) (28,511 )
Net loans 2,719,610 2,518,155
Other securities 34,224 33,585
Premises and equipment, net 58,989 64,018
Goodwill and other intangibles 134,998 133,528
Bank owned life insurance 54,053 53,543
Other assets 82,157 71,888
Total assets $ 3,732,916 $ 3,537,830
Total deposits $ 2,795,743 $ 2,619,984
Federal Home Loan Bank advances - short term 431,500 393,700
Federal Home Loan Bank advances - long term 2,573 3,578
Securities sold under agreements to repurchase 25,143
Subordinated debentures 103,921 103,799
Other borrowings 10,964 15,516
Securities purchased payable 1,755 1,338
Tax refunds in process 493 278
Accrued expenses and other liabilities 53,222 39,658
Total shareholders’ equity 332,745 334,836
Total liabilities and shareholders’ equity $ 3,732,916 $ 3,537,830
Shares outstanding at period end 15,695,997 15,728,234
Book value per share $ 21.20 $ 21.29
Equity to asset ratio 8.91 % 9.46 %
Selected asset quality ratios:
Allowance for loan losses to total loans 1.28 % 1.12 %
Non-performing assets to total assets 0.31 % 0.31 %
Allowance for loan losses to non-performing loans 308.52 % 261.45 %
Non-performing asset analysis
Nonaccrual loans $ 8,713 $ 7,890
Restructured loans 2,722 3,015
Other real estate owned
Total $ 11,435 $ 10,905

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Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

End of Period Balances September 30,<br>2023 June 30,<br>2023 March 31,<br>2023 December 31,<br>2022 September 30,<br>2022
Assets
Cash and due from banks $ 50,316 $ 41,354 $ 52,723 $ 43,361 $ 40,914
Investment in time deposits 1,472 1,719 1,721 1,477 1,479
Investment securities 595,508 619,250 629,829 617,592 604,074
Loans held for sale 1,589 3,014 1,465 683 3,491
Loans and leases 2,754,890 2,636,280 2,580,066 2,546,666 2,328,614
Allowance for credit losses (35,280 ) (35,149 ) (34,196 ) (28,511 ) (27,773 )
Net Loans 2,719,610 2,601,131 2,545,870 2,518,155 2,300,841
Other securities 34,224 28,449 35,383 33,585 18,578
Premises and equipment, net 58,989 60,899 61,895 64,018 30,168
Goodwill and other intangibles 134,998 135,406 135,808 136,454 113,206
Bank owned life insurance 54,053 53,787 53,796 53,543 53,291
Other assets 82,157 70,971 66,068 68,962 75,677
Total Assets $ 3,732,916 $ 3,615,980 $ 3,584,558 $ 3,537,830 $ 3,241,719
Liabilities
Total deposits $ 2,795,743 $ 2,942,774 $ 2,843,516 $ 2,619,984 $ 2,708,253
Federal Home Loan Bank advances - short term 431,500 142,000 212,000 393,700 55,000
Federal Home Loan Bank advances - long term 2,573 2,859 3,361 3,578 6,723
Securities sold under agreement to repurchase 6,788 15,631 25,143 20,155
Subordinated debentures 103,921 103,880 103,841 103,799 103,778
Other borrowings 10,964 12,568 13,938 15,516
Securities purchased payable 1,755 1,338 2,611
Tax refunds in process 493 7,208 5,752 278 2,709
Accrued expenses and other liabilities 53,222 48,027 38,822 39,658 39,888
Total liabilities 3,400,171 3,266,104 3,236,861 3,202,994 2,939,117
Shareholders’ Equity
Common shares 310,975 310,784 310,412 310,182 299,515
Retained earnings 176,644 168,777 161,110 156,493 146,546
Treasury shares (75,412 ) (73,915 ) (73,915 ) (73,794 ) (73,641 )
Accumulated other comprehensive loss (79,462 ) (55,770 ) (49,910 ) (58,045 ) (69,818 )
Total shareholders’ equity 332,745 349,876 347,697 334,836 302,602
Total Liabilities and Shareholders’ Equity $ 3,732,916 $ 3,615,980 $ 3,584,558 $ 3,537,830 $ 3,241,719
Quarterly Average Balances
Assets:
Earning assets $ 3,380,169 $ 3,258,738 $ 3,211,902 $ 3,099,501 $ 3,002,256
Securities 645,202 658,515 655,987 630,127 622,924
Loans 2,679,679 2,593,286 2,548,518 2,458,980 2,289,588
Liabilities and Shareholders’ Equity
Total deposits $ 2,946,849 $ 2,817,712 $ 2,654,356 $ 2,649,755 $ 2,719,014
Interest-bearing deposits 1,966,014 1,912,955 1,692,470 1,710,019 1,738,015
Other interest-bearing liabilities 115,557 375,608 515,122 407,710 155,077
Total shareholders’ equity 348,209 347,647 341,159 299,509 305,134

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Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

Three Months Ended
Income statement September 30,<br>2023 June 30,<br>2023 March 31,<br>2023 December 31,<br>2022 September 30,<br>2022
Total interest and dividend income $ 45,786 $ 43,335 $ 41,539 $ 37,990 $ 32,533
Total interest expense 14,282 11,996 8,938 5,425 2,094
Net interest income 31,504 31,339 32,601 32,565 30,439
Provision for loan losses 630 861 620 752 300
Noninterest income 8,125 9,149 11,068 10,064 5,734
Noninterest expense 26,752 27,913 27,633 27,301 22,555
Income before taxes 12,247 11,714 15,416 14,576 13,318
Income tax expense 1,860 1,680 2,528 2,428 2,206
Net income $ 10,387 $ 10,034 $ 12,888 $ 12,148 $ 11,112
Per share data
Earnings per common share
Basic
Net income $ 10,387 $ 10,034 $ 12,888 $ 12,148 $ 11,112
Less allocation of earnings and dividends to participating securities 389 374 453 432 52
Net income available to common shareholders - basic $ 9,998 $ 9,660 $ 12,435 $ 11,716 $ 11,060
Weighted average common shares outstanding 15,735,007 15,775,812 15,732,092 15,717,439 15,394,898
Less average participating securities 588,715 588,715 552,882 559,596 71,604
Weighted average number of shares outstanding used to calculate basic earnings per share 15,146,292 15,187,097 15,179,210 15,157,843 15,323,294
Earnings per common share
Basic $ 0.66 $ 0.64 $ 0.82 $ 0.77 $ 0.72
Diluted 0.66 0.64 0.82 0.77 0.72
Common shares dividend paid $ 2,521 $ 2,367 $ 2,201 $ 2,202 $ 2,042
Dividends paid per common share 0.16 0.15 0.14 0.14 0.14

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Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

Three Months Ended
Asset quality September 30,<br>2023 June 30,<br>2023 March 31,<br>2023 December 31,<br>2022 September 30,<br>2022
Allowance for credit losses:
Beginning of period $ 35,251 $ 34,196 $ 28,511 $ 27,773 $ 27,435
CECL adoption adjustments 5,193
Charge-offs (666 ) (14 ) (175 ) (58 ) (74 )
Recoveries 65 208 47 44 112
Provision 630 861 620 752 300
End of period $ 35,280 $ 35,251 $ 34,196 $ 28,511 $ 27,773
Allowance for unfunded commitments:
Beginning of period $ 3,851 $ 3,587 $ $ $
CECL adoption adjustments 3,386
Charge-offs
Recoveries
Provision 130 264 201
End of period $ 3,981 $ 3,851 $ 3,587 $ $
Ratios
Allowance to total loans 1.28 % 1.33 % 1.33 % 1.12 % 1.19 %
Allowance to nonperforming assets 308.52 % 327.05 % 345.91 % 261.45 % 476.24 %
Allowance to nonperforming loans 308.52 % 327.05 % 345.82 % 261.45 % 476.24 %
Nonperforming assets
Nonperforming loans $ 11,435 $ 10,747 $ 9,860 $ 10,905 $ 5,832
Other real estate owned 26
Total nonperforming assets $ 11,435 $ 10,747 $ 9,886 $ 10,905 $ 5,832
Capital and liquidity
Tier 1 leverage ratio 8.79 % 8.86 % 8.63 % 8.92 % 9.32 %
Tier 1 risk-based capital ratio 10.72 % 10.93 % 10.80 % 10.78 % 11.62 %
Total risk-based capital ratio 14.51 % 14.83 % 14.73 % 14.52 % 15.62 %
Tangible common equity ratio ^(1)^ 5.50 % 6.16 % 6.14 % 5.83 % 6.05 %
(1) See reconciliation of non-GAAP measures at the end of this press<br>release.
--- ---

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Reconciliation of Non-GAAP Financial Measures

(Unaudited - dollars in thousands except share data)

Three Months Ended
September 30, June 30, March 31, December 31, September 30,
2023 2023 2023 2022 2022
Tangible Common Equity
Total Shareholder’s Equity - GAAP $ 332,745 $ 349,876 $ 347,697 $ 334,835 $ 302,602
Less: Goodwill and intangible assets 134,998 135,406 135,808 136,454 113,206
Tangible common equity (Non-GAAP) $ 197,747 $ 214,470 $ 211,889 $ 198,381 $ 189,396
Total Shares Outstanding 15,695,997 15,780,227 15,732,092 15,728,234 15,235,545
Tangible book value per share $ 12.60 $ 13.59 $ 13.47 $ 12.61 $ 12.43
Tangible Assets
Total Assets - GAAP $ 3,732,916 $ 3,615,980 $ 3,587,118 $ 3,537,830 $ 3,241,719
Less: Goodwill and intangible assets 134,998 135,406 135,808 136,454 113,206
Tangible assets (Non-GAAP) $ 3,597,918 $ 3,480,574 $ 3,451,310 $ 3,401,376 $ 3,128,513
Tangible common equity to tangible assets 5.50 % 6.16 % 6.14 % 5.83 % 6.05 %

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