8-K

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) May 24, 2023

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

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:

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:

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 8.01 Other Events

Civista Bancshares, Inc. is sending a letter to its shareholders along with the payment of a first quarter dividend of $0.15 per share. The letter discusses a number of issues that have had an impact on, and are expected to continue to impact, the Company. A copy of the letter as mailed is attached hereto as Exhibit 99.1.

Civista Bancshares, Inc., is a $3.6 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 Bank also offers commercial equipment leasing services for businesses nationwide through its subsidiary, Vision Financial Group, Inc. (VFG), centered in Pittsburgh, Pennsylvania. Civista Bancshares’ common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. Learn more at www.civb.com.

Item 9.01 Financial Statements and Exhibits

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.

EX-99.1

Exhibit 99.1

May 24, 2023

Dear Shareholder,

We are pleased to enclose (unless you have direct deposit) your May 24, 2023, dividend of $0.15 per common share. This is a $0.01 per share, or 7.1%, increase in your dividend. Our earnings remain strong, so an increase is warranted. Our stock closed at $16.88 on March 31, 2023.

We started the new year with another strong quarter. Net income for the first quarter was $12.9 million, which is 52.2% higher than a year ago. The increase over the prior year is a direct result of our good organic loan growth, our two acquisitions last year, and the rising interest rate environment.

During the quarter, net loans and leases grew by $33.4 million, or at an annualized rate of 5.2%. We had good loan demand across our entire footprint including solid production from our newly acquired leasing company, Vision Financial Group.

Our net interest margin remains strong and ended the quarter at 4.11%. Competition for deposits has intensified due to an outflow of deposits in the industry as government stimulus programs have ended and customers deal with higher inflation. As a result, we did see an increase of 44 basis points in our funding costs from the linked quarter. However, we were able to offset most of the increase as our yield on earning assets rose 41 basis points during this same period.

In this rising interest rate environment, I continue to believe that banks with strong core deposit bases, like Civista, will outperform its peers. Approximately 33 percent of our deposits are in low-cost checking accounts which allows us to control our funding costs. Our asset sensitive balance sheet benefits from existing loans repricing at higher rates while new loans are added at higher yields.

For the quarter our return on average assets was 1.47% compared to 1.41% for the linked quarter and our return on average equity was 15.32% compared to 16.09% for the same period.

For further detail, financial statements for the first quarter 2023 are posted to our corporate website at www.CIVB.com.

Given the recent events in the banking industry and the failure of several banks, I want to take this opportunity to assure you that our capacity to preserve and protect your money remains strong.

Our capital ratios are well above the thresholds that our regulatory agencies consider to be well-capitalized, and we continue to create capital through our good earnings each quarter.

We have plenty of liquidity on hand and resources available to us, should we need cash. On March 31, 2023, we had cash and unpledged securities of $434.8 million and immediate access to approximately $1.3 billion in funding from the Federal Reserve Bank, the Federal Home Loan Bank and the Certificate of Deposit Account Registry Service.

Despite uncertainties in the economy, the bank’s credit quality is good, and we have seen no indication of any systemic deterioration in our customers’ financial conditions. Our ratio of allowance for loan losses to loans is 1.33% on March 31, 2023.

Unlike the bank’s that recently failed, Civista has no concentration in our deposit portfolio, and we have a high percentage of accounts that are FDIC insured. Our deposits are well diversified and consist of individuals, businesses, municipalities and non- profit agencies within the regions that we serve.

In closing, I want to thank you for being a valued shareholder of Civista and appreciate your continued trust. At Civista, we value relationships, and we seek to make a difference in our communities. If you have questions, a call is always welcome.

Cautionary Statement Regarding Forward-Looking Information **** Commentsmade in this letter include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to numerous assumptions, risks and uncertainties. Althoughmanagement believes that the expectations reflected in the forward-looking statements are reasonable, actual results or future events could differ, possibly materially, from those anticipated in these forward-looking statements. The forward-lookingstatements speak only as of the date of this letter, and Civista Bancshares, Inc. assumes no duty to update any forward-looking statements to reflect events or circumstances after the date of this letter, except to the extent required by law.