8-K
CIVISTA BANCSHARES, INC. (CIVB)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): February 27, 2026 |
|---|
Civista Bancshares, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Ohio | 001-36192 | 34-1558688 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 100 East Water Street | ||
| Sandusky, Ohio | 44870 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (419) 625 - 4121 | ||
| --- |
(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)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common shares, no par value | CIVB | The Nasdaq Stock Market LLC |
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 Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Sandusky, OH, March 2, 2026 — Civista Bancshares, Inc. ("Civista") (NASDAQ: CIVB) announced on Monday, March 2nd, the retirement of Dennis Shaffer, President and Chief Executive Officer of Civista Bancshares, Inc effective August 28, 2026 and the appointment of Charles 'Chuck' Parcher assuming his role.
A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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.
SIGNATURES
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 hereunto duly authorized.
| Civista Bancshares, Inc. | |||
|---|---|---|---|
| Date: | March 2, 2026 | By: | /s/ Ian Whinnem |
| Ian Whinnem,<br>Senior Vice President & Chief Financial Officer |
EX-99.1
Exhibit 99.1
Civista Bancshares Announces Retirement of Dennis Shaffer; Chuck Parcher to Become CEO
Sandusky, Ohio — Civista Bancshares, Inc. announced today that Dennis Shaffer, President and Chief Executive Officer of Civista Bancshares, Inc. and Chief Executive Officer of Civista Bank, will retire effective August 28, 2026, shortly after his 64th birthday.
At that time, Charles ‘Chuck’ Parcher, current President of Civista Bank, will assume the role of President and Chief Executive Officer of Civista Bancshares, Inc. and Civista Bank. Shaffer will remain actively involved as Chairman of the Board and will continue serving on the Board of Directors to support a seamless leadership transition.
Shaffer’s retirement marks more than 40 years of service in the banking industry. His career reflects a deep commitment to relationship banking, disciplined growth, and community-focused leadership.
“It has been an incredible honor to serve this organization and the communities we support,” said Shaffer. “I believe Civista is in a very strong position. We have a talented leadership team, a more than capable successor in Chuck, and employees across the organization who care deeply about our customers and our communities. That gives me great confidence in the future.”
Under Shaffer’s leadership, Civista strengthened its financial performance, enhanced its capital position, and continued to grow while maintaining its independence. He has consistently emphasized authenticity, accountability, and empathy as guiding leadership principles. In a recent internal interview recognizing his 40 years in banking, Shaffer shared that relationships have been the most rewarding part of his career, noting that the people he has worked alongside and served have been his greatest inspiration.
The Board of Directors initiated formal succession planning more than a year ago when Parcher was named President, positioning the organization for a thoughtful and orderly transition. Parcher has worked closely alongside Shaffer for several years and brings extensive executive leadership experience to the role.
“Dennis has led Civista with integrity, discipline, and a genuine commitment to people,” said Chuck Parcher, President of Civista Bank and incoming President and Chief Executive Officer. “He has been both a colleague and a mentor, and his steady leadership has positioned the bank for continued success. I am grateful for the foundation he has built and that he will remain as Chairman of the Board to help guide this next chapter. I look forward to leading our continued growth and service to our customers, employees, shareholders, and communities.”
The interim transition period reflects the Board’s long-standing commitment to stability and transparency. With numerous years in executive leadership and nearly two years of experience in the President role, Parcher has already assumed significant responsibilities, ensuring continuity in strategic direction and day-to-day operations.
Reflecting on his legacy, Shaffer has said he hopes Civista will be remembered as “a strong and well-run organization that earned its independence through strong earnings and prudent financial performance, and that grew by employing talented people who cared deeply about our customers and communities”.
Shaffer’s retirement marks the close of a distinguished career in banking leadership. The Board of Directors extends its sincere appreciation for his years of service and wishes him continued success and fulfillment in retirement.
As Civista enters its next chapter, the Board and executive leadership team remain focused on remaining independent by delivering continued growth, strong financial performance, and long-term value to customers, employees, shareholders, and the communities Civista serves.
About Civista Bancshares
Civista Bancshares, Inc., is a $4.3 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 44 locations across Ohio, Southeastern Indiana and Northern Kentucky. Civista Bank also offers commercial equipment leasing services for businesses nationwide through its Civista Leasing and Finance Division. 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
President and CEO
Civista Bancshares, Inc.
888-645-4121