8-K - CIVB - Equibles

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) July 29, 2024

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

Ohio	001-36192	34-1558688
(State or other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(IRS Employer<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>Symbol(s)	Name of each exchange<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 July 29, 2024, Civista Bancshares, Inc. announced preliminary unaudited earnings for the three-and six-month periods ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein 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 six-month period ended June 30, 2024.

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: July 29, 2024	/s/ Ian Whinnem
	Ian Whinnem,
	Senior Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

LOGO

Civista Bancshares, Inc. Announces Second Quarter 2024 Financial Results

Sandusky, Ohio, July 29, 2024 /PRNewswire/– Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) announced its unaudited financial results for the three- and six-month periods ended June 30, 2024.

Second quarter and year-to-date 2024 highlights:

•	Earnings per diluted share (EPS) for the quarter were $0.45, higher by $0.04, or 10%, than the prior quarter, and<br>lower by $0.19, or 30%, from the year-ago quarter.
•	Net income of $7.1 million increased $0.7 million, or 11%, from the prior quarter and decreased<br>$3.0 million, or 30%, compared to $10.0 million for the second quarter of 2023.
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•	Cost of deposits of 210 basis points and total funding costs of 261 basis points for the quarter.<br>
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•	Based on the June 30, 2024 market close share price of $15.49, the $0.16 second quarter dividend is<br>equivalent to an annualized yield of 4.13% and a dividend payout ratio of 35.6%.
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CEO Commentary:

“Our second quarter earnings report shows solid loan and revenue growth compared to the last quarter, even with the higher interest expense on deposits”, said Dennis G. Shaffer, CEO and President of Civista.

“We kept our credit quality strong while funding new loans, especially in residential real estate and construction. This growth highlights our focus on expanding our lending to meet the rising demand for housing and construction financing. By offering customized loan solutions, we’ve been able to support the needs of our customers and communities.”, Shaffer commented.

Results of Operations:

For the three-month periods ended June 30 and March 31, 2024 and June 30, 2023

Net interest income decreased $0.6 million, or 2.2%, for the second quarter of 2024 compared to the first quarter of 2024. Interest income increased $0.5 million, which was more than offset by an increase in interest expense of $1.1 million. Both increases were driven by increases in rates and volume.

Compared to the same period of 2023 net interest income decreased $3.6 million, or 11.4%, for the second quarter of 2024. The lower net interest income was primarily driven by an increase in interest expense of $9.6 million, which was partially offset by an increase in interest income of $6.0 million.

The increase in interest income from the comparable prior year quarter was due to a 27-basis point increase in yield as well as a $264.8 million increase in average earning assets. The increase in volume can be attributed to organic growth.

The increase in interest expense from the comparable prior year quarter was due to the average rate paid on interest-bearing liabilities increasing 104 basis points as well as average interest-bearing liabilities increasing $428.2 million. The increase in interest-bearing liabilities was primarily in brokered time deposits and short-term borrowings to fund growth. This shift in the funding mix, as well as rising interest rates, continues to drive the increase in funding costs. Deposit costs have increased 118 basis points compared to a year ago. Net interest margin was 3.09% for the second quarter of 2024. It decreased 13 basis points from the first quarter of 2024, when it was 3.22%, and it decreased 66 basis points from the second quarter of 2023, when it was 3.75%.

Average Balance Analysis

(Unaudited - Dollars in thousands)

	Three Months Ended June 30,
	2024								2023
	Average					Yield/			Average					Yield/
Assets:	balance			Interest		rate*			balance			Interest		rate*
Interest-earning assets:
Loans**	$	2,964,377		$	44,946		6.10	%	$	2,689,516		$	39,252		5.85	%
Taxable securities***		351,497			3,070		3.11	%		370,002			2,984		2.93	%
Non-taxable securities***		288,128			2,372		3.87	%		288,513			2,319		3.79	%
Interest-bearing deposits in other banks		15,807			205		5.22	%		6,937			54		3.12	%
Total interest-earning assets***	$	3,619,809		$	50,593		5.58	%	$	3,354,968		$	44,609		5.31	%
Noninterest-earning assets:
Cash and due from financial institutions		32,564								47,560
Premises and equipment, net		53,654								61,220
Accrued interest receivable		13,230								11,191
Intangible assets		134,473								135,669
Bank owned life insurance		61,871								53,878
Other assets		65,818								60,253
Less allowance for loan losses		(39,190	)							(34,668	)
Total Assets	$	3,942,229							$	3,690,071
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand and savings	$	1,339,503		$	3,054		0.92	%	$	1,364,648		$	1,546		0.45	%
Time		926,831			12,451		5.40	%		548,307			5,988		4.38	%
Short-term FHLB borrowings		440,670			6,078		5.55	%		242,395			3,113		5.15	%
Long-term FHLB borrowings		2,031			12		2.38	%		3,107			17		2.19	%
Other borrowings		—			—		0.00	%		109,248			1,406		5.16	%
Subordinated debentures		103,999			1,247		4.83	%		103,854			1,198		4.62	%
Repurchase agreements		—			—		0.00	%		13,234			2		0.06	%
Total interest-bearing liabilities	$	2,813,034		$	22,842		3.27	%	$	2,384,793		$	13,270		2.23	%
Noninterest-bearing deposits		703,046								904,757
Other liabilities		60,365								52,874
Shareholders’ equity		365,784								347,647
Total Liabilities and Shareholders’ Equity	$	3,942,229							$	3,690,071
Net interest income and interest rate spread				$	27,751		2.31	%				$	31,339		3.08	%
Net interest margin***							3.09	%							3.75	%
*	- 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 $631 thousand and $617 thousand for the periods ended June 30, 2024 and 2023, 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 $69.4 million and $60.4 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.
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For the six-month periods ended June 30, 2024 and 2023

Net interest income decreased $7.8 million, or 12.2%, compared to the same period in 2023. Net interest margin decreased 71 basis points to 3.16% for the six months of 2024, compared to 3.87% for the same period a year ago.

Interest income increased $13.2 million, or 15.1%, for the first six months of 2024. Average earning assets increased $251.9 million and average yields increased 35 basis points. The increase in volume can be attributed to organic growth.

Interest expense increased $21.0 million, or 89%, for the first six months of 2024 compared to the same period of 2023. Average rates increased 121 basis points and average interest-bearing liabilities increased $419.7 million.

Average Balance Analysis

(Unaudited - Dollars in thousands)

	Six Months Ended June 30,
	2024								2023
	Average					Yield/			Average					Yield/
Assets:	balance			Interest		rate*			balance			Interest		rate*
Interest-earning assets:
Loans**	$	2,922,204		$	89,431		6.15	%	$	2,669,830		$	77,036		5.82	%
Taxable securities***		351,156			6,004		3.06	%		372,413			5,818		2.85	%
Non-taxable securities***		291,758			4,747		3.86	%		284,845			4,581		3.80	%
Interest-bearing deposits in other banks		21,062			539		5.15	%		7,166			99		2.79	%
Total interest-earning assets***	$	3,586,180		$	100,721		5.62	%	$	3,334,254		$	87,534		5.27	%
Noninterest-earning assets:
Cash and due from financial institutions		31,123								44,584
Premises and equipment, net		54,317								62,002
Accrued interest receivable		12,977								10,924
Intangible assets		134,672								135,625
Bank owned life insurance		61,664								53,754
Other assets		62,414								60,478
Less allowance for loan losses		(38,273	)							(32,555	)
Total Assets	$	3,905,074							$	3,669,066
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand and savings	$	1,361,364		$	7,039		1.04	%	$	1,374,305		$	2,629		0.39	%
Time		914,637			24,452		5.38	%		429,016			8,137		3.82	%
Short-term FHLB borrowings		384,679			10,593		5.54	%		306,952			7,370		4.84	%
Long-term FHLB borrowings		2,153			25		2.34	%		3,274			37		2.28	%
Other borrowings		—			—		0.00	%		112,728			3,050		5.46	%
Subordinated debentures		103,978			2,489		4.81	%		103,834			2,367		4.60	%
Repurchase agreements		—			—		0.00	%		17,008			4		0.05	%
Total interest-bearing liabilities	$	2,766,811		$	44,598		3.24	%	$	2,347,117		$	23,594		2.03	%
Noninterest-bearing deposits		707,806								926,929
Other liabilities		62,331								50,599
Shareholders’ equity		368,126								344,421
Total Liabilities and Shareholders’ Equity	$	3,905,074							$	3,669,066
Net interest income and interest rate spread				$	56,123		2.38	%				$	63,940		3.24	%
Net interest margin***							3.16	%							3.87	%
*	- 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 $1.3 million and $1.2 million for the periods ended June 30, 2024 and 2023, respectively.
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**	- Average balance includes nonaccrual loans
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***	- 2024 and 2023 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 $61.8 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.
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Provision for credit losses for the second quarter of 2024 was $1.8 million compared to $861 thousand for the second quarter of 2023. Provision for unfunded commitments for the second quarter of 2024 was ($145) thousand compared to $264 thousand for the second quarter of 2023.

Year-to-date 2024 provision for credit losses was $3.8 million compared to $1.5 million for the same period of 2023. The year-to-date 2024 provision for unfunded commitments was ($195) thousand compared to $465 thousand for the same period of 2023.

The increases in provision during the second quarter and the first six months of 2024 over the comparable prior year periods were primarily attributable to funding loan growth, as well as a charge-off associated with a discrete fraud event in the second quarter of 2024.

The reserve ratio as of June 30, 2024 was 1.32%, up from 1.30% at December 31, 2023.

For the second quarter of 2024, noninterest income totaled $10.5 million, an increase of $1.4 million, or 15.2%, compared to the prior year’s second quarter.

Noninterest income

(unaudited - dollars in thousands)	Three months ended June 30,
	2024		2023			change		% change
Service charges	$	1,488	$	1,831			)		-18.7	%
Net gain/(loss) on equity securities		74		(170	)				143.5	%
Net gain on sale of loans		888		615					44.4	%
ATM/Interchange fees		1,416		1,450			)		-2.3	%
Wealth management fees		1,337		1,180					13.3	%
Lease revenue and residual income		3,529		2,201					60.3	%
Bank owned life insurance		367		311					18.0	%
Tax refund processing fees		—		475			)		-100.0	%
Other		1,444		1,256					15.0	%
Total noninterest income	$	10,543	$	9,149					15.2	%

All values are in US Dollars.

Service charges for the second quarter of 2024 decreased $343 thousand as we have eliminated our representment fee and reduced our overdraft charges, the effect of which was partially offset by an increase in service fees.

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

Lease revenue and residual income for the second quarter of 2024 increased $1.3 million due to increased income from leasing operations.

Tax refund processing fee income is now zero as we exited our relationship with a third-party processor that was in the tax refund processing business.

For the six months ended June 30, 2024, noninterest income totaled $19.0 million, a decrease of $1.2 million, or 5.8%, compared to the same period in the prior year.

Noninterest income

(unaudited - dollars in thousands)	Six months ended June 30,
	2024			2023			change		% change
Service charges	$	2,928		$	3,604			(676)		-18.8	%
Net gain/(loss) on equity securities		(67	)		(238	)				71.8	%
Net gain on sale of loans		1,751			1,246					40.5	%
ATM/Interchange fees		2,799			2,803			)		-0.1	%
Wealth management fees		2,613			2,373					10.1	%
Lease revenue and residual income		5,203			4,247					22.5	%
Bank owned life insurance		717			564					27.1	%
Tax refund processing fees		—			2,375			)		-100.0	%
Other		3,103			3,243			)		-4.3	%
Total noninterest income	$	19,047		$	20,217			)		-5.8	%

All values are in US Dollars.

Service charges for the first six months of 2024 decreased $676 thousand as we have eliminated our representment fee and reduced our overdraft charges, the effect of which was partially offset by an increase in service fees.

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

Net gain on sale of loans for the first six months of 2024 increased primarily due to an increase in volume of loans sold.

Lease revenue and residual income for the first six months of 2024 increased $956 thousand principally due to increased revenue from leasing operations.

Tax refund processing fee income is now zero as we exited our relationship with a third-party processor that was in the tax refund processing business.

For the second quarter of 2024, noninterest expense totaled $28.6 million, an increase of $866, or 3.1%, compared to the first quarter of 2024, and an increase of $906 thousand, or 3.3%, compared to the prior year’s second quarter.

Noninterest expense

(unaudited - dollars in thousands)	Three months ended June 30,
	2024		2023		change		% change
Compensation expense	$	15,740	$	14,978				5.1	%
Net occupancy and equipment		3,732		4,135		)		-9.7	%
Contracted data processing		559		559				0.0	%
Taxes and assessments		1,027		1,183		)		-13.2	%
Professional services		1,249		1,239				0.8	%
Amortization of intangible assets		366		399		)		-8.3	%
ATM/Interchange expense		632		615				2.8	%
Marketing		445		540		)		-17.6	%
Software maintenance expense		1,176		1,059				11.0	%
Other		3,629		2,942				23.4	%
Total noninterest expense	$	28,555	$	27,649				3.3	%

All values are in US Dollars.

Compensation expense for the second quarter of 2024 increased primarily due to annual merit increases, employee insurance and other payroll related expenses.

The decrease in occupancy and equipment expense for the second quarter of 2024 was primarily due to a decrease in equipment depreciation from leasing operations as operating leases mature.

The increase in software maintenance expense for the second quarter of 2024 was due to an increase in software maintenance contracts, including investments in digital banking.

Other expenses include expenses for the SBA, CDARS and ICS programs and additional ATM/Debit card losses.

The efficiency ratio was 72.6% for the quarter ended June 30, 2024, compared to 66.0% for the quarter ended June 30, 2023. The increase in the efficiency ratio was driven largely as a result of the decrease in net interest income.

For the six months ended June 30, 2024, noninterest expense totaled $56.2 million, an increase of $1.2 million, or 2.1%, compared to the same period in the prior year.

Noninterest expense

(unaudited - dollars in thousands)	Six months ended June 30,
	2024		2023		change		% change
Compensation expense	$	31,197	$	30,083				3.7	%
Net occupancy and equipment		7,635		8,255		)		-7.5	%
Contracted data processing		1,104		1,079				2.3	%
Taxes and assessments		1,996		1,957				2.0	%
Professional services		2,398		2,794		)		-14.2	%
Amortization of intangible assets		757		797		)		-5.0	%
ATM/Interchange expense		1,257		1,195				5.2	%
Marketing		924		1,045		)		-11.6	%
Software maintenance expense		2,365		1,937				22.1	%
Other		6,611		5,939				11.3	%
Total noninterest expense	$	56,244	$	55,081				2.1	%

All values are in US Dollars.

Compensation expense for the first six months of 2024 increased primarily due to annual merit increases, employee insurance and other payroll related expenses. The year-to-date average full time equivalent (FTE) employees were 538 at June 30, 2024, an increase of 6 FTEs over the same period in 2023.

The decrease in occupancy and equipment expense for the first six months of 2024 was primarily due to a decrease in equipment depreciation from leasing operations as operating leases mature.

Professional services for the first six months of 2024 decreased primarily due to advisory fees in 2023 for the company’s MasterCard contract of $400 thousand.

The increase in software maintenance expense for the first six months of 2024 was due to an increase in software maintenance contracts, including on new software related to digital banking investments.

Other expenses include expenses for the SBA, CDARS and ICS programs and ATM/Debit card losses.

The efficiency ratio was 72.5% for the first six months ended June 30, 2024 compared to 63.4% for the first six months ended June 30, 2023. The increase in the efficiency ratio was driven largely as a result of the decrease in net interest income and the reduction in non-interest income related to the exit from the tax refund processing business.

Income Taxes

Civista’s effective income tax rate for the second quarter 2024 was 12.6% compared to 14.3% in 2023. The effective income tax rate for the six months ended June 30, 2024 was 12.1% compared to 15.5% for the six months ended June 30, 2023.

Balance Sheet

Total assets increased $131.7 million, or 3.4%, from March 31, 2024 to June 30, 2024, primarily due to growth in the loan portfolio.

Total assets increased $150.5 million, or 3.9%, from December 31, 2023 to June 30, 2024, and $303.8 million, or 8.2% from June 30, 2023 to June 30, 2024.

End of period loans and leases:

(unaudited - dollars in thousands)
	June 30,<br>2024			% Change
Commercial and Agriculture		318,499	304,793		4.5	%
Commercial Real Estate:
Owner Occupied		377,308	377,322		0.0	%
Non-owner Occupied		1,213,341	1,161,893		4.4	%
Residential Real Estate		729,213	659,841		10.5	%
Real Estate Construction		283,446	260,409		8.8	%
Farm Real Estate		24,376	24,771		-1.6	%
Lease financing receivable		53,461	54,642		-2.2	%
Consumer and Other		15,352	18,056		-15.0	%
Total Loans	$	3,014,996	2,861,727		5.4	%

All values are in US Dollars.

Loan and lease balances increased $153.3 million, or 5.4% since December 31, 2023. Commercial Real Estate loans continued to grow due to consistent demand in the Non-owner Occupied category, especially in multi-family in the major Ohio metropolitan areas. Real Estate Construction loans have increased with consistent demand for more projects across our footprint. The undrawn construction availability continues to be near all-time highs. Residential Real Estate loans have grown primarily due to more home construction loans and continued new production in our Community Reinvestment Act (“CRA”) product.

Deposits

Total deposits decreased $3.1 million or 0.1%, from March 31, 2024 to June 30, 2024.

Total deposits increased $34.8 million or 1.2%, from June 30, 2023 to June 30, 2024 and decreased $7.4 million, or 0.2%, from December 31, 2023 to June 30, 2024.

End of period deposit balances

(unaudited - dollars in thousands)
	June 30,<br>2024		December 31,<br>2023		Change		% Change
Noninterest-bearing demand	$	691,203	$	771,699		)		-10.4	%
Interest-bearing demand		409,848		449,449		)		-8.8	%
Savings and money market		940,312		863,067				9.0	%
Time deposits		936,254		900,813				3.9	%
Total Deposits	$	2,977,617	$	2,985,028		)		-0.2	%

All values are in US Dollars.

The $80.5 million decrease in noninterest-bearing demand deposits from December 31, 2023 was primarily due to a $49.0 million decrease in noninterest-bearing business accounts and a $24.8 million decrease in noninterest-bearing accounts related to the former tax refund processing program.

The $39.6 million decrease from December 31, 2023 in interest-bearing demand deposits was primarily due to a $17.2 million decrease in interest-bearing personal accounts, a $8.5 million decrease in Jumbo NOW accounts, and a $5.8 million decrease in interest-bearing business accounts.

The $77.2 million increase from December 31, 2023 in savings and money market was primarily due to a $54.1 million increase in brokered money market accounts, and a $6.8 million increase in business money market accounts.

The increase in time certificates from December 31, 2023 was primarily due to a $17.3 million increase in Jumbo time certificates, and a $18.3 million increase in retail time certificates, partially offset by a $19.3 million decrease in brokered time deposits.

FHLB overnight advances totaled $500.5 million on June 30, 2024, up from $338.0 million on December 31, 2023. FHLB term advances totaled $1.8 million on June 30, 2024, down from $2.4 million on December 31, 2023.

Stock Repurchase Program

On April 18, 2024, Civista announced a new common share repurchase program pursuant to which the Company was authorized to repurchase a maximum aggregate value of $13,500,000 of its outstanding common shares through April 15, 2025. As of June 30, 2024, no common shares had been repurchased under this common share repurchase program. During January 2024, a total of 8,262 shares (valued at $18.38 per share) were surrendered by employees to satisfy tax obligations stemming from vesting of restricted shares.

Shareholders’ Equity

Total shareholders’ equity at June 30, 2024 increased $3.8 million, or 1.0% from March 31, 2024, primarily due to a $4.5 million, or 2.4% increase in retained earnings, partially offset by a $0.6 million, or 1.1%, increase in accumulated other comprehensive loss.

Total shareholders’ equity at June 30, 2024 increased $1.8 million from December 31, 2023, primarily due to an $8.4 million increase in retained earnings, partially offset by an additional accumulated other comprehensive loss of $6.8 million.

Total shareholders’ equity at June 30, 2024 increased $23.9 million, or 6.8%, from June 30, 2023, due to increased retained earnings of $23.4 million, or 13.9%, and an additional accumulated other comprehensive loss of $1.4 million.

Asset Quality

Civista recorded net charge-offs of $1.1 million for the first six months of 2024 compared to net charge-offs of $36 thousand for the same period of 2023. The allowance for credit losses to loans ratio was 1.32% at June 30, 2024 and 1.30% at December 31, 2023. The increase in charge-offs was partially attributable to a $500 thousand charge-off on a commercial and industrial loan related to a fraud.

Allowance for Credit Losses
(dollars in thousands)
	June 30,<br>2024			June 30,<br>2023
January 1	$	37,160		$	28,511
CECL adoption adjustments		—			5,193
Charge-offs		(1,538	)		(189	)
Recoveries		455			153
Provision		3,842			1,481
End of period	$	39,919		$	35,149
Allowance for Unfunded Commitments
(dollars in thousands)
	June 30,<br>2024			June 30,<br>2023
January 1	$	3,901		$	—
CECL adoption adjustments		—			3,386
Charge-offs		—			—
Recoveries		—			—
Provision		(195	)		465
End of period	$	3,706		$	3,851

Non-performing assets at June 30, 2024 were $17.1 million, a 13%, or $1.9 million increase from December 31, 2023. The non-performing assets to total assets ratio was 0.37% at June 30, 2024 and 0.39% at December 31, 2023, a decrease of 0.02%. The allowance for credit losses to non-performing loans was 233.47% at June 30, 2024, a decrease from 245.66% at December 31, 2023 and 327.05% at June 30, 2023.

Non-performing Assets:
(dollars in thousands)	June 30,<br>2024		December 31,<br>2023
Non-accrual loans	$	15,209	$	12,467
Restructured loans		1,889		2,659
Total non-performing loans		17,098		15,126
Other Real Estate Owned		—		—
Total non-performing assets	$	17,098	$	15,126

Conference Call and Webcast

Civista Bancshares, Inc. will host a conference call to discuss the Company’s financial results for the second quarter of 2024 at 1:00 p.m. ET on Monday, July 29, 2024. 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 800-836-8184 and ask to be joined into the Civista Bancshares, Inc. second quarter 2024 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, 2023, 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 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 $4.0 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 Civista Leasing and Finance Division (formerly Vision Financial Group, Inc.), headquartered in Pittsburgh, Pennsylvania. 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

Civista Bancshares, Inc.

Financial Highlights

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

Consolidated Condensed Statement of Income

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Interest income	$	50,593		$	44,609		$	100,721		$	87,534
Interest expense		22,842			13,270			44,598			23,594
Net interest income		27,751			31,339			56,123			63,940
Provision for credit losses		1,655			1,125			3,647			1,946
Net interest income after provision		26,096			30,214			52,476			61,994
Noninterest income		10,543			9,149			19,047			20,217
Noninterest expense		28,555			27,649			56,244			55,081
Income before taxes		8,084			11,714			15,279			27,130
Income tax expense		1,020			1,680			1,855			4,208
Net income		7,064			10,034			13,424			22,922
Dividends paid per common share	$	0.16		$	0.15		$	0.32		$	0.29
Earnings per common share
Basic
Net income	$	7,064		$	10,034		$	13,424		$	22,922
Less allocation of earnings and dividends to participating securities		266			374			492			831
Net income available to common shareholders - basic	$	6,798		$	9,660		$	12,932		$	22,091
Weighted average common shares outstanding		15,729,049			15,775,812			15,712,499			15,754,072
Less average participating securities		591,712			588,715			576,528			570,897
Weighted average number of shares outstanding used to calculate basic earnings per share		15,137,337			15,187,097			15,135,971			15,183,175
Earnings per common share
Basic	$	0.45		$	0.64		$	0.85		$	1.45
Diluted		0.45			0.64			0.85			1.45
Selected financial ratios:
Return on average assets		0.72	%		1.12	%		0.69	%		1.29	%
Return on average equity		7.77	%		11.58	%		7.33	%		13.42	%
Dividend payout ratio		35.63	%		23.58	%		37.46	%		19.93	%
Net interest margin (tax equivalent)		3.09	%		3.75	%		3.16	%		3.87	%
Effective income tax rate		12.6	%		14.3	%		12.1	%		15.5	%

Selected Balance Sheet Items

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

	June 30,<br>2024			December 31,<br>2023
	(unaudited)			(unaudited)
Cash and due from financial institutions	$	55,760		$	60,406
Investment in time deposits		1,450			1,225
Investment securities		611,866			620,441
Loans held for sale		5,369			1,725
Loans		3,014,996			2,861,728
Less: allowance for credit losses		(39,919	)		(37,160	)
Net loans		2,975,077			2,824,568
Other securities		37,615			29,998
Premises and equipment, net		52,142			56,769
Goodwill and other intangibles		134,227			135,028
Bank owned life insurance		63,367			61,335
Other assets		75,041			69,923
Total assets	$	4,011,914		$	3,861,418
Total deposits	$	2,977,616		$	2,985,028
Federal Home Loan Bank advances - short term		500,500			338,000
Federal Home Loan Bank advances - long term		1,841			2,392
Subordinated debentures		104,026			103,943
Other borrowings		7,156			9,859
Securities purchased payable		—			—
Tax refunds in process		—			2,885
Accrued expenses and other liabilities		46,967			47,309
Total shareholders’ equity		373,808			372,002
Total liabilities and shareholders’ equity	$	4,011,914		$	3,861,418
Shares outstanding at period end		15,737,222			15,695,424
Book value per share	$	23.75		$	23.70
Equity to asset ratio		9.32	%		9.63	%
Selected asset quality ratios:
Allowance for credit losses to total loans		1.32	%		1.30	%
Non-performing assets to total assets		0.43	%		0.39	%
Allowance for credit losses to non-performing<br>loans		233.47	%		245.67	%
Non-performing asset analysis
Nonaccrual loans	$	15,209		$	12,467
Troubled debt restructurings		1,889			2,659
Other real estate owned		—			—
Total	$	17,098		$	15,126

Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

End of Period Balances	June 30,<br>2024			March 31,<br>2024			December 31,<br>2023			September 30,<br>2023			June 30,<br>2023
Assets
Cash and due from banks	$	55,760		$	50,310		$	60,406		$	50,316		$	41,354
Investment in time deposits		1,450			1,450			1,225			1,472			1,719
Investment securities		611,866			608,277			620,441			595,508			619,250
Loans held for sale		5,369			3,716			1,725			1,589			3,014
Loans and leases		3,014,996			2,898,139			2,861,728			2,759,771			2,728,390
Allowance for credit losses		(39,919	)		(38,849	)		(37,160	)		(35,280	)		(35,149	)
Net Loans		2,975,077			2,859,290			2,824,568			2,724,491			2,693,241
Other securities		37,615			31,360			29,998			34,224			28,449
Premises and equipment, net		52,142			54,280			56,769			58,989			60,899
Goodwill and other intangibles		134,227			134,618			135,028			134,998			135,406
Bank owned life insurance		63,367			61,685			61,335			54,053			53,787
Other assets		75,041			75,272			69,923			82,157			70,971
Total Assets	$	4,011,914		$	3,880,258		$	3,861,418		$	3,737,797		$	3,708,090
Liabilities
Total deposits	$	2,977,616		$	2,980,695		$	2,985,028		$	2,795,743		$	2,942,774
Federal Home Loan Bank advances - short term		500,500			368,500			338,000			431,500			142,000
Federal Home Loan Bank advances - long term		1,841			2,211			2,392			2,573			2,859
Securities sold under agreement to repurchase		—			—			—			—			6,788
Subordinated debentures		104,026			103,984			103,943			103,921			103,880
Other borrowings		7,156			8,105			9,859			10,964			12,568
Secured borrowings		—			—			—			4,881			92,110
Securities purchased payable		—			—			—			1,755			—
Tax refunds in process		—			—			2,885			493			7,208
Accrued expenses and other liabilities		46,967			47,104			47,309			53,222			48,027
Total liabilities		3,638,106			3,510,599			3,489,416			3,405,052			3,358,214
Shareholders’ Equity
Common shares		311,529			311,352			311,166			310,975			310,784
Retained earnings		192,186			187,638			183,788			176,644			168,777
Treasury shares		(75,574	)		(75,574	)		(75,422	)		(75,412	)		(73,915	)
Accumulated other comprehensive loss		(54,333	)		(53,757	)		(47,530	)		(79,462	)		(55,770	)
Total shareholders’ equity		373,808			369,659			372,002			332,745			349,876
Total Liabilities and Shareholders’ Equity	$	4,011,914		$	3,880,258		$	3,861,418		$	3,737,797		$	3,708,090
Quarterly Average Balances
Assets:
Earning assets	$	3,619,809		$	3,552,552		$	3,449,344		$	3,443,226		$	3,354,968
Securities		639,625			646,203			645,202			645,202			658,515
Loans		2,964,377			2,880,031			2,805,995			2,742,736			2,689,516
Liabilities and Shareholders’ Equity
Total deposits	$	2,969,380		$	2,998,150		$	2,977,802		$	2,946,849		$	2,817,712
Interest-bearing deposits		2,266,334			2,285,667			2,163,160			1,966,014			1,912,955
Other interest-bearing liabilities		546,700			431,919			383,877			178,614			471,837
Total shareholders’ equity		365,784			370,452			337,866			348,209			347,647

Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

	Three Months Ended
Income statement	June 30,<br>2024			March 31,<br>2024			December 31,<br>2023			September 30,<br>2023		June 30,<br>2023
Total interest and dividend income	$	50,593		$	50,128		$	48,599		$	46,601	$	44,609
Total interest expense		22,842			21,756			18,547			15,097		13,270
Net interest income		27,751			28,372			30,052			31,504		31,339
Provision for credit losses		1,800			2,042			2,325			630		861
Provision for unfunded commitments		(145	)		(50	)		(80	)		130		264
Noninterest income		10,543			8,504			8,823			8,125		9,149
Noninterest expense		28,555			27,689			25,393			26,622		27,649
Income before taxes		8,084			7,195			11,237			12,247		11,714
Income tax expense		1,020			835			1,582			1,860		1,680
Net income	$	7,064		$	6,360		$	9,655		$	10,387	$	10,034
Per share data
Earnings per common share
Basic
Net income	$	7,064		$	6,360		$	9,655		$	10,387	$	10,034
Less allocation of earnings and dividends to participating securities		266			227			362			389		374
Net income available to common shareholders - basic	$	6,798		$	6,133		$	9,293		$	9,998	$	9,660
Weighted average common shares outstanding		15,729,049			15,695,963			15,695,978			15,735,007		15,775,812
Less average participating securities		591,712			561,344			588,625			588,715		588,715
Weighted average number of shares outstanding used to calculate basic earnings per share		15,137,337			15,134,619			15,107,353			15,146,292		15,187,097
Earnings per common share
Basic	$	0.45		$	0.41		$	0.62		$	0.66	$	0.64
Diluted	$	0.45			0.41			0.62			0.66		0.64
Common shares dividend paid	$	2,516		$	2,510		$	2,511		$	2,521	$	2,367
Dividends paid per common share		0.16			0.16			0.16			0.16		0.15

Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

	Three Months Ended
Asset quality	June 30,<br>2024			March 31,<br>2024			December 31,<br>2023			September 30,<br>2023			June 30,<br>2023
Allowance for credit losses:
Beginning of period	$	38,849		$	37,160		$	35,280		$	35,251		$	34,196
Charge-offs		(887	)		(651	)		(577	)		(666	)		(14	)
Recoveries		157			298			132			65			208
Provision		1,800			2,042			2,325			630			861
End of period	$	39,919		$	38,849		$	37,160		$	35,280		$	35,251
Allowance for unfunded commitments:
Beginning of period	$	3,851		$	3,901		$	3,981		$	3,851		$	3,587
Charge-offs		—			—			—			—			—
Recoveries		—			—			—			—			—
Provision		(145	)		(50	)		(80	)		130			264
End of period	$	3,706		$	3,851		$	3,901		$	3,981		$	3,851
Ratios
Allowance to total loans		1.32	%		1.34	%		1.30	%		1.28	%		1.29	%
Allowance to non-performing assets		233.47	%		247.06	%		245.66	%		308.52	%		327.05	%
Allowance to non-performing loans		233.47	%		247.06	%		245.66	%		308.52	%		327.05	%
Non-performing assets to total assets		0.43	%		0.41	%		0.39	%		0.31	%		0.29	%
Non-performing assets
Non-performing loans	$	17,098		$	15,725		$	15,126		$	11,435		$	10,747
Other real estate owned		—			—			—			—			—
Total non-performing assets	$	17,098		$	15,725		$	15,126		$	11,435		$	10,747
Capital and liquidity
Tier 1 leverage ratio		8.59	%		8.62	%		8.75	%		8.73	%		8.69	%
Tier 1 risk-based capital ratio		10.63	%		10.81	%		10.72	%		10.82	%		10.71	%
Total risk-based capital ratio		14.28	%		14.53	%		14.45	%		14.60	%		14.49	%
Tangible common equity ratio ^(1)^		6.18	%		6.28	%		6.36	%		5.49	%		6.00	%
(1)	See reconciliation of non-GAAP measures at the end of this press<br>release.
---	---

Reconciliation of Non-GAAP Financial Measures

(Unaudited - dollars in thousands except share data)

	Three Months Ended
	June 30,<br>2024			March 31,<br>2024			December 31,<br>2023			September 30,<br>2023			June 30,<br>2023
Tangible Common Equity
Total Shareholder’s Equity - GAAP	$	373,808		$	369,659		$	372,002		$	332,745		$	349,876
Less: Goodwill and intangible assets		134,227			134,618			135,028			134,998			135,406
Tangible common equity (Non-GAAP)	$	239,581		$	235,041		$	236,974		$	197,747		$	214,470
Total Shares Outstanding		15,737,222			15,727,013			15,695,424			15,695,997			15,780,227
Tangible book value per share	$	15.22		$	14.95		$	15.10		$	12.60		$	13.59
Tangible Assets
Total Assets - GAAP	$	4,011,914		$	3,880,258		$	3,861,418		$	3,737,797		$	3,708,090
Less: Goodwill and intangible assets		134,227			134,618			135,028			134,998			135,406
Tangible assets (Non-GAAP)	$	3,877,687		$	3,745,640		$	3,726,390		$	3,602,799		$	3,572,684
Tangible common equity to tangible assets		6.18	%		6.28	%		6.36	%		5.49	%		6.00	%

The efficiency ratio is noninterest expenses, less amortization of intangible assets and acquisition related costs, as a percentage of FTE net interest income plus noninterest income. The following tables reconcile the non-GAAP financial measures of the efficiency ratio to GAAP for the three and six months ended June 30, 2024 and 2023:

	Three Months Ended						Six Months Ended
Efficiency ratio (non-GAAP):	June 30,<br>2024			June 30,<br>2023			June 30,<br>2024			June 30,<br>2023
Noninterest expense (GAAP)	$	28,555		$	27,649		$	56,244		$	55,081
Less: Amortization of intangible assets expense		366			399			757			797
Less: Acquisition related expenses		—			—			—			—
Noninterest expense (non-GAAP)		28,189			27,250			55,487			54,284
Net interest income (GAAP)		27,751			31,339			56,123			63,940
Plus: Taxable equivalent adjustment		631			629			1,262			1,219
Noninterest income (GAAP)		10,543			9,149			19,047			20,217
Less: Net gains (losses) on equity securities		74			(170	)		(67	)		(238	)
Net interest income (FTE) plus noninterest income<br>(non-GAAP)		38,851			41,287			76,499			85,614
Efficiency ratio (non-GAAP)		72.6	%		66.0	%		72.5	%		63.4	%