8-K

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): April 15, 2025

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
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(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 7.01 Regulation FD Disclosure.

On April 15, 2025, Civista Bancshares, Inc. held its Annual Meeting of shareholders. The presentation material is attached hereto as Exhibit 99.1

The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Civista Bancshares, Inc., is a $4.1 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 42 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 Annual Meeting presentation material

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:	April 15, 2025	By:	/s/ Ian Whinnem
			Ian Whinnem, <br>SVP & Chief Financial Officer

NASDAQ: CIVB Annual Shareholder Meeting April 15, 2025

FORWARD-LOOKING STATEMENTS Forward‐Looking Statements. This presentation may contain “forward‐looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward‐looking statements express management’s current expectations, estimates or projections of future events, results or long‐term goals, and are generally identifiable by the use of words such as “believe,” “belief,” “expect,” “anticipate,” “plan,” “intend,” “intent,” “estimate,” “foresee,” “may,” “will,” “would,” “could,” “should” or other similar expressions. All statements in this material speak only as of the date they are made, and we undertake no obligation to update any statement except to the extent required by law. Forward‐looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause actual results or performance to differ materially from those expressed in or implied by the forward‐looking statements. Factors that could cause actual results or performance to differ from those discussed in the forward‐looking statements include the risks identified from time to time in our public filings with the SEC, including those risks identified in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10‐K for the fiscal year ended December 31, 2024, as supplemented by any additional risks identified in the Company’s subsequent Form 10‐Qs. These risks and uncertainties should be considered in evaluating forward‐looking statements and undue reliance should not be placed on such statements. Use of Non‐GAAP Financial Measures. This presentation contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States (“GAAP”). The company believes that non‐GAAP financial measures provide both management and investors a more complete understanding of the Company’s profitability. These non‐GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP Measures. Not all companies use the same calculation of these measures; therefore, this presentation may not be comparable to other similarly titled measures as presented by other companies. Reconciliations of these non-GAAP measures are provided at the end of this presentation. Sources of Information: Company Management and S&P Global Market Intelligence

Chairman of Civista Bancshares, Inc. and Civista Bank DENNIS E. MURRAY, JR. WELCOME & INTRODUCTIONS

President & Chief Executive Officer, Civista Bancshares, Inc. DENNIS SHAFFER Corporate Secretary, Civista Bancshares, Inc. LANCE MORRISON Recording Secretary , Civista Bancshares, Inc. KAREN TERENZI

PLANTE MORAN, LLC BRIAN FRANEY Vorys, Sater, Seymour and Pease, LLP TONY WEIS BetaNXT / DFIN REX MORGAN

2025 ANNUAL MEETING NOTICE OF MEETING AFFIDAVIT 2024 MEETING MINUTES

PROPOSAL PRESENTATION PROPOSAL NO. 1: Election of Directors PROPOSAL NO. 2: Compensation of Executive Officers PROPOSAL NO. 3: Frequency of future advisory votes on the compensation of the Corporation’s named executive officers. PROPOSAL NO. 4: Amendment to Article XI of the Corporation’s Amended and Restated Code of Regulations (the “Regulations”) to grant the Board of Directors the authority to make limited future amendments to the Regulations to the extent permitted by the Ohio General Corporation Law PROPOSAL NO. 5: Appointment of Plante Moran, LLC as the independent public accounting firm of the Corporation for fiscal year ending December 31, 2025

MANAGEMENT PRESENTATION President & Chief Executive Officer, Civista Bancshares, Inc. DENNIS SHAFFER

BOARD OF DIRECTORS Front row: Darci Congrove, Lorina Wise, Dennis Shaffer, Dennis Murray, M. Patricia Oliver, Julie Mattlin, James Miller. Back row: Gerald Wurm, Clyde “Chip” Perfect, Harry Singer, Nathan Weaks, Mark Macioce.

RETIRING BOARD MEMBER 51 years in Banking Joined Citizens (now Civista) in 1986 as Vice President of Finance. Held several roles during his 31 years at Civista. Retired from Civista Bank as CEO in 2017. Board Member since 2007 Chairman of the Board 2007 – 2022 Decades of Community Leadership James Miller Former Chairman of the Board, Civista Bank and Civista Bancshares, Inc. Presenter Notes 2025-04-14 14:46:07 -------------------------------------------- Actively involved in planning and growing the bank from a $260 million community bank in Sandusky to a $1.4 billion institution located throughout Ohio. Federal Reserve Bank of Cleveland - Community Depository Institutions Advisory Council. Served on several boards including: Firelands Regional Medical Center Mack Iron Works Company Albert & Olive Schlink Foundation Sandusky Area Maritime Association (founding board member) Erie County Historical Association Sandusky Bicentennial Commission Erie County Economic Development Corporation – Treasurer Erie County Port Authority - Chairman

RETIRING BOARD MEMBER Served on the following: Firelands Regional Medical Center Mack Iron Works Company Albert & Olive Schlink Foundation Sandusky Area Maritime Association (founding board member) Erie County Historical Association Sandusky Bicentennial Commission Erie County Economic Development Corporation – Treasurer Erie County Port Authority - Chairman James Miller Former Chairman of the Board, Civista Bank and Civista Bancshares, Inc. Presenter Notes 2025-04-14 14:46:09 -------------------------------------------- Actively involved in planning and growing the bank from a $260 million community bank in Sandusky to a $1.4 billion institution located throughout Ohio. Federal Reserve Bank of Cleveland - Community Depository Institutions Advisory Council. Served on several boards including: Firelands Regional Medical Center Mack Iron Works Company Albert & Olive Schlink Foundation Sandusky Area Maritime Association (founding board member) Erie County Historical Association Sandusky Bicentennial Commission Erie County Economic Development Corporation – Treasurer Erie County Port Authority - Chairman

THANK YOU COLLEAGUES

A YEAR OF TRANSITION Regulatory reform Margin contraction Competitive deposit rate environment Loss of $5.2 million in non-interest income related to tax processing business and other fees

2024 FINANCIAL PERFORMANCE Net Income of $31.7 million, EPS of $2.01 Crossed $4 Billion in assets in Q2 2024, ended 2024 $4.1 Billion 7.7% loan growth; 7.6% deposit growth in 2024 Non-interest income $585 thousand greater in 2024 than non- interest income for 2023 Non-interest income 24% of revenue; exceeding peer group average 3.21% Net Interest Margin for Full Year 2024; and 3.36% in Q4 2024 Strong credit quality Allowance for loan losses of 1.29% Low level of charge-offs and delinquencies

FINANCIAL HIGHLIGHTS Increased shareholder dividend to $0.17/share in January 2025 7th dividend increase since 2018 (143% increase) 2024 Total Shareholder Return of 17.6% 6 research firms; target stock price range of $24-27. Ratings: 1 strong buy, 3 buy, 2 hold

CELEBRATING 140 YEARS Founded and headquartered in Sandusky, OH since 1884 Grown from 4 to over 540 employees 42 locations across Ohio, Southeastern Indiana and Northern Kentucky Operations in Ohio’s 5 largest MSAs Diversified Revenue Streams Business & Personal Banking Wealth Management Private Banking Mortgage Equipment Leasing 42 LOCATIONS

CELEBRATING 140 YEARS

DECADES OF DEDICATION 40-50 Years 4 30-39 Years 20 20-29 Years 36 10-19 Years 91 10+ Years of Service 151 (28%) Employee Tenure: 10+ Years of Service Presenter Notes 2025-04-14 14:46:17 -------------------------------------------- 5 years = 108 1-5 years = 185 <1 year = 79

Grow Relationships & Core Deposits Position Digital to Grow the Bank Invest in Talent & Culture to Drive the Strategic Plan Leverage Technology to Optimize Profitability Increase digital deposit account openings Implement enhanced fraud prevention tools Enhance data analytics tools Deepen existing relationships Execute small business initiative Increase # of relationships; and lifetime customer value Re-skill, up-skill, cross-skill current employees Continue to focus on culture that promotes success and growth for employees and organization Automate labor intensive processes with RPA (Robotics) Optimize capital through customer profitability tools STRATEGIC PRIORITIES 2024-2027

THANK YOU We appreciate your investment in our vision.

QUESTIONS & ANSWERS

VOTING RESULTS PROPOSAL NO. 1: Election of Directors PROPOSAL NO. 2: Compensation of Executive Officers PROPOSAL NO. 3: Frequency of future advisory votes on the compensation of the Corporation’s named executive officers. PROPOSAL NO. 4: Amendment to Article XI of the Corporation’s Amended and Restated Code of Regulations (the “Regulations”) to grant the Board of Directors the authority to make limited future amendments to the Regulations to the extent permitted by the Ohio General Corporation Law PROPOSAL NO. 5: Appointment of Plante Moran, LLC as the independent public accounting firm of the Corporation for fiscal year ending December 31, 2025