8-K

CIVISTA BANCSHARES, INC. (CIVB)

8-K 2025-10-23 For: 2025-10-23
View Original
Added on April 06, 2026

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): October 23, 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
---

(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 2.02 Results of Operations and Financial Condition.

On October 23, 2025, Civista Bancshares, Inc. announced preliminary unaudited earnings for the three and nine-month periods ended September 30, 2025. 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 nine-month periods ended September 30, 2025

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: October 23, 2025 By: /s/ Ian Whinnem
Ian Whinnem,<br>Executive Vice President & Chief Financial Officer

EX-99.1

EXHIBIT 99.1

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Civista Bancshares, Inc. Announces Third-Quarter 2025 Financial Results of $0.68 per Common Share, up 28% from $0.53 per Common Share from Third-Quarter 2024

Sandusky, Ohio, October 23, 2025 /PRNewswire/– Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) today reported net income of $12.8 million, or $0.68 per common share, for the quarter ended September 30, 2025.

  • Completed an underwritten public offering of common stock, including an overallotment option. The offering totaled 3,788,238 shares at a price of $21.25 per share, raising approximately $80,500,058.
  • Net income of $12.8 million, a $4.4 million or 53% increase compared to $8.4 million for the third quarter 2024, and an increase of $1.8 million or 16% compared to $11.0 million in the second quarter of 2025.
  • Diluted earnings per common share of $0.68, for the third quarter of 2025, compared to $0.53 per diluted share, for the third quarter of 2024, and $0.71 per diluted share in the second quarter of 2025.
  • Efficiency ratio of 61.4%, compared to 70.5% for the third quarter of 2024 and 64.5% in the second quarter of 2025, decreasing for the 5th consecutive quarter.
  • 227 basis points cost of funds for the third quarter of 2025, 34 basis points lower than the 261 basis points cost of funds for the third quarter of 2024.
  • The third-quarter of 2025 included non-recurring items which negatively impacted net income by approximately $0.7 million on a pre-tax basis, $0.6 million on an after-tax basis, and $0.03 per common share.

CEO Commentary:

“Our third-quarter results demonstrate strong momentum, with net income rising 53% to $12.8 million from $8.4 million a year ago, and earnings per share increasing 28% to $0.68 from $0.53,” said Dennis G. Shaffer, CEO and President of Civista. “These gains reflect the effectiveness of our disciplined growth strategy and the strength of our customer relationships.”

“We’ve received regulatory approval for our partnership with The Farmers Savings Bank, which is expected to close in November. This milestone—combined with our recent $80.5 million capital raise—will significantly expand our presence in Northeast Ohio, enhance liquidity, and serve as a strong foundation for accelerated growth,” Shaffer added.

“Our credit quality remains strong and stable, reflecting the rigor of our underwriting and the enduring strength of our customer relationships,” Shaffer said. “Despite ongoing economic pressures, our disciplined approach continues to serve us well, positioning Civista to navigate challenges and grow organically with confidence. We remain committed to delivering tailored financial solutions that support the evolving needs of the communities we serve.”

Results of Operations:

For the three-month periods ended September 30, 2025, June 30, 2025 and September 30, 2024 and the nine-month periods ended September 30, 2025 and September 30, 2024.

Third-Quarter 2025 Highlights

  • Completed an underwritten public offering of common stock, including an overallotment option. The offering totaled 3,788,238 shares at a price of $21.25 per share, raising approximately $80,500,058.
  • Diluted earnings per common share of $0.68, for the third quarter of 2025, compared to $0.53 per diluted share, for the third quarter of 2024, and $0.71 per diluted share in the second quarter of 2025.
  • Net income of $12.8 million, an increase of 53% or $4.4 million compared to $8.4 million for the third quarter 2024, and an increase of 16% or $1.8 million compared to $11.0 million in the second quarter of 2025.
  • Net interest margin (tax equivalent) of 3.58%for the third quarter of 2025, compared to 3.16% for the third quarter of 2024.
  • Net interest income of $34.5 million, up $5.3 million or 18.2% compared to the third quarter of 2024.
  • 200 basis points cost of deposits for the third-quarter of 2025, up 4 basis points compared to the second-quarter of 2025, but 18 basis points lower than the 218 basis points in the third-quarter of 2024.
  • 227 basis points cost of funds for the third-quarter of 2025, down 5 basis points from the 232 basis points in the second-quarter of 2025, and 34 basis points lower than the 261 basis points cost of funds in the third-quarter of 2024.
  • Efficiency ratio of 61.4%, compared to 70.5% for the third quarter of 2024 and 64.5% for the second quarter of 2025.
  • Return on Assets of 1.22%, compared to 0.83% for the third quarter of 2024.
  • Return on Equity of 10.70%, compared to 8.73% for the third quarter of 2024.
  • Allowance for credit losses on loans / total loans of 1.30%.
  • Based on the September 30, 2025, market close share price of $20.31, the $0.17 third quarter dividend is equivalent to an annualized yield of 3.3% and a dividend payout ratio of 25.0%.
  • The third-quarter of 2025 included non-recurring items which negatively impacted net income by approximately $0.7 million on a pre-tax basis, $0.6 million on an after-tax basis, and $0.03 per common share.
  • Announced the signing of a definitive merger agreement to acquire The Farmers Savings Bank.
  • Received all required regulatory approvals for the proposed merger with The Farmers Savings Bank; transaction expected to close in November 2025, pending shareholder approval and customary closing conditions.

Assets

Total assets at September 30, 2025, were $4.1 billion, a decrease of $72.5 million, or 1.7% from June 30, 2025, but up $14.9 million, or 0.4%, from December 31, 2024.

  • Loan and lease balances decreased $55.1 million, or 1.8% since June 30, 2025, but up $14.8 million, or 0.5% since December 31, 2024.
  • Commercial Real Estate decreased mainly in the non-owner occupied category.
  • Residential Real Estate has continued to grow primarily due to more home loans as we meet the demand for housing by our customers and communities.

Deposits & Borrowings

Total deposits at September 30, 2025, were $3.2 billion, an increase of $34.3 million, or 1.1% from June 30, 2025, and an increase of $18.6 million, or 0.6%, from December 31, 2024.

  • Noninterest-bearing demand deposits decreased $43.2 million from December 31, 2024, primarily due to a $45.3 million decrease in noninterest-bearing accounts related to commercial business deposits, partially offset by a $5.9 million increase in noninterest-bearing public funds.
  • Interest-bearing demand deposits decreased $4.0 million from December 31, 2024, primarily due to a $14.1 million increase in interest-bearing public funds, offset by a $16.7 million decrease in interest-bearing and Jumbo now deposits.
  • Savings and money markets increased $3.0 million from December 31, 2024, primarily due to an increase of $52.0 million in business money market deposits, offset by a $49.8 million decrease in retail and ICS money market, public funds, and corporate savings.
  • Time deposits increased $131.8 million from December 31, 2024, primarily due to a $137.7 million increase in Jumbo and retail certificates of deposit.
  • Brokered deposits totaled $431.2 million at September 30, 2025, which included brokered certificate of deposits of $425.0 million and brokered money markets of $6.1 million. Brokered deposits decreased $23 million from June 30, 2025 and $69.1 million from December 31, 2024, strategically reducing the balances of brokered deposits.
  • FHLB short-term advances totaled $232.0 million on September 30, 2025, down $201.5 million from June 30, 2025, and down $107.0 million from December 31, 2024.
  • FHLB long-term advances totaled $1.0 million on September 30, 2025, down from $1.1 million June 30, 2025, and down from $1.5 million on December 31, 2024.

Net Interest Income and Net Interest Margin

Net interest income increased $5.3 million, or 18.2%, for the third quarter of 2025, compared to the same period last year.

  • Interest income increased $2.5 million for the third quarter of 2025, compared to the same period last year, attributed to average interest-earning assets increasing $123.6 million coupled with a 5-basis point increase in asset yield.
  • Interest expense decreased $2.8 million for the third quarter of 2025, compared to the same period last year. This was due to a 101-basis point reduction in higher costing short-term FHLB borrowings coupled with a 136-basis point reduction in time deposits mostly offset by $168.9 million average balance growth in total interest-bearing deposits when comparing the third quarter of 2025 to the same period last year.
  • Net interest margin increased 42-basis points to 3.58% for the third quarter of 2025, compared to 3.16% for the same period last year.

Net interest income increased $16.8 million, or 19.7%, for the nine months ended September 30, 2025, compared to the same period last year. For the nine months ended September 30, 2025, net interest income was increased in Q2 2025 by $1.6 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion.

  • Interest income increased $11.8 million for the nine-months ended September 30, 2025, compared to the same period last year, attributed to average interest-earning assets increasing $197.9 million coupled with a 14-basis point increase in asset yield.
  • Interest expense decreased $5.0 million for the nine months ended September 30, 2025, compared to the same period last year. This was due to a 104-basis point reduction in higher costing short-term FHLB borrowings coupled with a 128-basis point drop in time deposits, mostly offset by $230.4 million average balance growth in interest-bearing deposits, when comparing the nine-months ended September 30, 2025, to the same period last year.
  • Net interest margin increased 42-basis points to 3.58% for the nine months ended September 30, 2025, compared to 3.16% for the same period last year.

Credit

Provision for credit losses (including provision for unfunded commitments) decreased $0.8 million for the third quarter of 2025 to $0.2 million compared to $1.0 million for the same period last year, and decreased $0.8 million compared to $1.0 million in the second quarter of 2025.

  • Civista recorded net charge-offs of $0.6 million for the third quarter of 2025 compared to net charge-offs of basically zero for the same period of 2024, and $1.0 million in the second quarter of 2025.

  • The allowance for credit losses to loans ratio was 1.30% at September 30, 2025, compared to 1.28% at June 30, 2025, and 1.29% at December 31, 2024.

  • Non-performing assets at September 30, 2025, were $22.8 million, a decrease of $0.4 million or 1.6%, from June 30, 2025. The non-performing assets to assets ratio was flat at 0.55% at both September 30, 2025, and June 30, 2025.

  • The allowance for credit losses to non-performing loans increased to 176.5% at September 30, 2025, from 120.8% at December 31, 2024.

Noninterest Income

Noninterest income for Q3 2025 totaled $9.6 million, a decrease of $0.5 million or 4.6%, when compared to the same period last year.

  • Lease revenue and residual income decreased $0.5 million for the third quarter of 2025 compared to the same period last year, mainly due to lease originations being curtailed in 2025 resulting from the Civista Leasing and Finance core system conversion.

For the nine months ended September 30, 2025, Noninterest income totaled $24.1 million, a decrease of $4.7 million or 16.2%, when compared to the same period last year. For the nine months ended September 30, 2025, noninterest income was reduced in the second quarter 2025 by $1.0 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion.

  • Lease revenue and residual income decreased $3.3 million for the nine months ended September 30, 2025, compared to the same period last year, due to stronger lease originations in 2024 coupled with a one-time non-recurring adjustment aforementioned above.
  • Net gain on sale of loans decreased $0.3 million for the nine months ended September 30, 2025, compared to the same period last year, resulting from timing of selling loans.
  • Other income decreased $1.3 million for the nine month ended September 30, 2025, compared to the same period last year, primarily related to lower fee revenue from the leasing division.
  • Service charges increased $0.2 million for the nine months ended September 30, 2025, compared to the same period last year, primarily from an increase in retail overdraft fees year-over-year.

Noninterest Expense

Noninterest expense for Q3 2025 totaled $28.3 million, a decrease of $0.1 million or 0.2%, when compared to the same period last year. In the third quarter of 2025, noninterest expense was increased by $0.7 million from acquisition expenses related to the previously announced merger with The Farmers Savings Bank that is expected to close in the fourth quarter of 2025. These expenses are recorded in other noninterest expenses.

  • Compensation expense decreased $0.7 million for the third quarter of 2025 compared to the same period last year, primarily due an increase in the deferral of salaries and wages related to the loan originations in the third quarter of 2025 partially offset by an increase in medical expenses.
  • The quarter-to-date average number of full-time equivalent ("FTE") employees was 524 at September 30, 2025, compared with an average number of 526 for the same period in 2024.
  • Marketing expenses decreased $0.3 million for the third quarter of 2025 compared to the same period last year, primarily due to a shift to digital marketing and lower promotional expenses related to advertising and product marketing.
  • Equipment expense decreased $0.1 million for the three months ended September 30, 2025 compared to the same period in 2024, mainly due to lower expense on operating lease contracts mostly offset by $0.7 million in depreciation expense on assets that had a net book value but are no longer in use.
  • Other expenses increased $0.3 million for the third quarter of 2025 compared to the same period last year, mainly due to the aforementioned acquisition-related expenses.
  • The efficiency ratio was 61.4% for the quarter ended September 30, 2025, compared to 70.5% for the same period last year. The change in the efficiency ratio is primarily due to a 0.2% decrease in noninterest expenses, a 18.2% increase in net interest income, partially offset by a 4.6% decrease in noninterest income.

For the nine months ended September 30, 2025, Noninterest expense totaled $82.9 million, a decrease of $1.3 million or 1.5%, when compared to the same period last year. For the nine months ended September 30, 2025, noninterest expense was increased in the second quarter of 2025 by $0.4 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion as well as the aforementioned acquisition-related expenses.

  • Compensation expense decreased $2.7 million for the nine months ended September 30, 2025 compared to the same period last year, primarily due to an increase in the deferral of salaries and wages related to the loan originations in the first nine months of 2025.

  • The year-to-date average number of FTE employees was 523 at September 30, 2025, compared with an average number of 531 for the same period in 2024.

  • Professional fees increased $1.6 million for the nine months ended September 30, 2025, compared to the same period last year, mainly due to utilizing consultants to assist in transitioning Civista Leasing and Finance Division to a new core processing system.

  • Equipment expense decreased $1.2 million for the nine months ended September 30, 2025, compared to the same period last year, due to normal equipment depreciation as well as decreases in equipment expense related to operating lease contracts, partially offset by $0.7 million in depreciation expense on assets that had a net book value but are no longer in use.

  • The efficiency ratio was 63.5% for the nine months ended September 30, 2025, compared to 71.7% for the same period last year. The change in the efficiency ratio is primarily due to a 1.5% decrease in noninterest expenses, a 19.7% increase in net interest income, partially offset by a 16.2% decrease in noninterest income.

Taxes

Civista’s effective income tax rate for the third quarter of 2025 was 18.5% compared to 15.6% for the same period last year, and 14.6% for the second quarter of 2025.

Civista’s effective income tax rate for the nine months ended September 30, 2025, was 16.2% compared to 13.5% in the same period last year.

Capital

Total shareholders’ equity at September 30, 2025, totaled $499.0 million, an increase of $94.9 million from June 30, 2025, and $110.5 million from December 31, 2024. This resulted from a capital raise management performed during the third quarter. See Recent Developments below for the impact to capital from the public offering of its common stock.

Civista did not repurchase any shares in the third quarter of 2025 as the current repurchase plan is set to expire in April 2026. For the nine months ended September 30, 2025, Civista liquidated 8,716 shares held by employees, at an average price of $20.36 per share, to satisfy tax obligations stemming from vesting of restricted shares.

Recent Developments

July 10, 2025, Civista Bancshares, Inc. announced the signing of a definitive merger agreement pursuant to which Civista will acquire The Farmers Savings Bank.

July 10, 2025, Civista Bancshares, Inc. announced an underwritten public offering of its common stock, including an overallotment option. The offering totaled 3,788,238 shares at a price of $21.25 per share, raising approximately $80,500,058.

October 2025, Civista Bancshares, Inc. received all required regulatory approvals for the proposed merger with The Farmers Savings Bank; transaction expected to close in November 2025, pending shareholder approval and customary closing conditions.

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 2025 at 1:00 p.m. ET on Thursday, October 23, 2025. 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. third quarter 2025 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).

About Civista Bancshares

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.

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, 2024, 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.

Non-GAAP Financial Measures

This press release and related materials may contain references to measures which are not defined in generally accepted accounting principles ("GAAP"). These financial measures have been included as they provide meaningful supplemental information to assess trends in the Corporation's results of operations. Information concerning these non-GAAP financial measures can be found in the financial tables. Management believes these measures are meaningful because they reflect adjustments commonly made by management, investors, regulators, and analysts to evaluate the adequacy of earnings per common share, provide a greater understanding of ongoing operations and enhance comparability of results with prior periods.

For additional information, contact:

Dennis G. Shaffer

CEO and President

Civista Bancshares, Inc.

888-645-4121

Average Balance Analysis
(Unaudited - Dollars in thousands)
2024
Yield/ Average Yield/
Assets: Interest rate * balance Interest rate *
Interest-earning assets:
Loans ** 3,128,033 $ 48,717 6.18 % $ 3,031,884 $ 46,898 6.15 %
Taxable securities *** 402,216 3,922 3.57 % 363,584 3,258 3.24 %
Non-taxable securities *** 274,722 2,325 3.84 % 291,254 2,369 3.83 %
Interest-bearing deposits in other banks 24,513 276 4.47 % 19,144 216 4.47 %
Total interest-earning assets *** 3,829,484 $ 55,240 5.69 % $ 3,705,866 $ 52,741 5.64 %
Noninterest-earning assets:
Cash and due from financial institutions 34,261 36,868
Premises and equipment, net 42,638 51,342
Accrued interest receivable 14,230 13,802
Intangible assets 132,503 134,083
Bank owned life insurance 63,289 63,190
Other assets 59,667 57,856
Less allowance for loan losses (40,380 ) (40,068 )
Total Assets 4,135,692 $ 4,022,939
Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Demand and savings 1,536,897 $ 5,856 1.51 % $ 1,452,850 $ 4,074 1.12 %
Time 1,037,256 10,491 4.01 % 952,369 12,852 5.37 %
Short-term FHLB borrowings 272,985 3,063 4.45 % 388,022 5,328 5.46 %
Long-term FHLB borrowings 1,011 7 2.59 % 1,697 10 2.34 %
Other borrowings 5,123 108 8.39 % - - 0.00 %
Subordinated debentures 104,186 1,170 4.46 % 104,040 1,244 4.75 %
Total interest-bearing liabilities 2,957,458 $ 20,695 2.78 % $ 2,898,978 $ 23,508 3.23 %
Noninterest-bearing deposits 662,872 687,364
Other liabilities 42,369 55,205
Shareholders' equity 472,993 381,392
Total Liabilities and Shareholders' Equity 4,135,692 $ 4,022,939
Net interest income and interest rate spread $ 34,545 2.91 % $ 29,233 2.41 %
Net interest margin *** 3.58 % 3.16 %
* - Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and investments, included in the yields above, was 618 thousand and 630 thousand for the periods ended September 30, 2025 and 2024, respectively.
** - Average balance includes nonaccrual loans
*** - Average yield on investments were calculated by adjusting the average balances of taxable and nontaxable securities by unrealized losses of 62.9 million and 57.2 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.

All values are in US Dollars.

Average Balance Analysis
(Unaudited - Dollars in thousands)
2024
Yield/ Average Yield/
Assets: Interest rate * balance Interest rate *
Interest-earning assets:
Loans ** 3,121,292 $ 146,336 6.27 % $ 2,959,031 $ 136,328 6.15 %
Taxable securities *** 401,091 11,228 3.43 % 355,329 9,262 3.12 %
Non-taxable securities *** 279,668 7,002 3.88 % 291,589 7,116 3.85 %
Interest-bearing deposits in other banks 22,238 678 4.07 % 20,419 756 4.93 %
Total interest-earning assets *** 3,824,289 $ 165,244 5.75 % $ 3,626,368 $ 153,462 5.61 %
Noninterest-earning assets:
Cash and due from financial institutions 39,232 34,807
Premises and equipment, net 44,563 53,318
Accrued interest receivable 13,908 13,254
Intangible assets 132,883 134,474
Bank owned life insurance 63,171 62,176
Other assets 59,410 61,225
Less allowance for loan losses (40,295 ) (38,876 )
Total Assets 4,137,161 $ 3,946,746
Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Demand and savings 1,554,969 $ 17,216 1.48 % $ 1,392,082 $ 11,113 1.07 %
Time 994,788 30,405 4.09 % 927,306 37,305 5.37 %
Short-term FHLB borrowings 346,737 11,595 4.47 % 385,801 15,921 5.51 %
Long-term FHLB borrowings 1,225 24 2.57 % 2,000 35 2.34 %
Other borrowings 5,804 376 8.67 % - - 0.00 %
Subordinated debentures 104,145 3,496 4.49 % 103,999 3,732 4.79 %
Total interest-bearing liabilities 3,007,668 $ 63,112 2.81 % $ 2,811,188 $ 68,106 3.24 %
Noninterest-bearing deposits 662,662 702,696
Other liabilities 42,910 60,282
Shareholders' equity 423,921 372,580
Total Liabilities and Shareholders' Equity 4,137,161 $ 3,946,746
Net interest income and interest rate spread $ 102,132 2.94 % $ 85,356 2.37 %
Net interest margin *** 3.58 % 3.16 %
* - Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and investments, included in the yields above, was 1.9 million and 1.9 million for the periods ended September 30, 2025 and 2024, respectively.
** - Average balance includes nonaccrual loans
*** - 2025 and 2024 average yield on investments were calculated by adjusting the average balances of taxable and nontaxable securities by unrealized losses of 62.1 million and 61.9 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.

All values are in US Dollars.

Noninterest income
(unaudited - dollars in thousands) Three months ended Septembere 30,
2025 2024 Change % Change
Service charges $ 1,667 $ 1,595 4.5 %
Net gain (loss) on equity securities 255 223 14.3 %
Net gain on sale of loans and leases 1,450 1,427 1.6 %
ATM/Interchange fees 1,435 1,402 2.4 %
Wealth management fees 1,402 1,443 ) -2.8 %
Lease revenue and residual income 1,934 2,428 ) -20.3 %
Bank owned life insurance 666 717 ) -7.1 %
Swap fees - 43 ) -100.0 %
Other 824 821 0.4 %
Total noninterest income $ 9,633 $ 10,099 ) -4.6 %

All values are in US Dollars.

Noninterest income
(unaudited - dollars in thousands) Nine months ended September 30,
2025 2024 Change % Change
Service charges $ 4,756 $ 4,523 5.2 %
Net gain (loss) on equity securities 152 156 ) -2.6 %
Net gain on sale of loans and leases 2,895 3,179 ) -8.9 %
ATM/Interchange fees 4,179 4,201 ) -0.5 %
Wealth management fees 4,067 4,055 0.3 %
Lease revenue and residual income 4,356 7,630 ) -42.9 %
Bank owned life insurance 1,438 1,434 0.3 %
Swap fees 125 165 ) -24.2 %
Other 2,114 3,390 ) -37.6 %
Total noninterest income $ 24,082 $ 28,733 ) -16.2 %

All values are in US Dollars.

Noninterest expense
(unaudited - dollars in thousands) Three months ended September 30,
2025 2024 Change % Change
Compensation expense $ 15,161 $ 15,726 ) -3.6 %
Net occupancy Expense 1,466 1,293 13.4 %
Contracted data processing 559 636 ) -12.1 %
FDIC Assessment 627 560 12.0 %
State franchise tax 536 480 11.7 %
Professional services 1,225 1,134 8.0 %
Equipment expense 2,205 2,345 ) -6.0 %
ATM/Interchange expense 755 616 22.6 %
Marketing 391 716 ) -45.4 %
Amortization of core deposit intangible 318 363 ) -12.4 %
Software maintenance expense 1,480 1,203 23.0 %
Other 3,604 3,322 8.5 %
Total noninterest expense $ 28,327 $ 28,394 ) -0.2 %

All values are in US Dollars.

Noninterest expense
(unaudited - dollars in thousands) Nine months ended September 30,
2025 2024 Change % Change
Compensation expense $ 44,216 $ 46,922 ) -5.8 %
Net occupancy expense 4,519 3,959 14.1 %
Contracted data processing 1,662 1,740 ) -4.5 %
FDIC Assessment 2,189 1,592 37.5 %
State franchise tax 1,696 1,444 17.5 %
Professional services 5,113 3,532 44.8 %
Equipment expense 6,072 7,313 ) -17.0 %
ATM/Interchange expense 2,018 1,873 7.7 %
Marketing 976 1,640 ) -40.5 %
Amortization of core deposit intangible 988 1,121 ) -11.9 %
Software maintenance expense 4,051 3,568 13.5 %
Other 9,435 9,521 ) -0.9 %
Total noninterest expense $ 82,935 $ 84,225 ) -1.5 %

All values are in US Dollars.

End of period loan and lease balances
(unaudited - dollars in thousands)
September 30, December 31,
2025 2024 Change % Change
Commercial and Agriculture $ 302,407 $ 328,488 ) -7.9 %
Commercial Real Estate:
Owner Occupied 384,176 374,367 2.6 %
Non-owner Occupied 1,216,031 1,225,991 ) -0.8 %
Residential Real Estate 842,362 763,869 10.3 %
Real Estate Construction 278,163 305,992 ) -9.1 %
Farm Real Estate 23,713 23,035 2.9 %
Lease financing receivable 38,960 46,900 ) -16.9 %
Consumer and Other 10,182 12,588 ) -19.1 %
Total Loans $ 3,095,994 $ 3,081,230 0.5 %

All values are in US Dollars.

End of period deposit balances
(unaudited - dollars in thousands)
September 30, December 31,
2025 2024 Change % Change
Noninterest-bearing demand $ 651,934 $ 695,094 ) -6.2 %
Interest-bearing demand 415,620 419,583 ) -0.9 %
Savings and money market 1,129,985 1,126,974 0.3 %
Time deposits 601,757 469,954 28.0 %
Brokered deposits 431,167 500,265 ) -13.8 %
Total Deposits $ 3,230,463 $ 3,211,870 0.6 %

All values are in US Dollars.

Allowance for Credit Losses
(dollars in thousands)
Three months ended September 30,
2025 2024
Beginning of period $ 40,455 $ 39,919
Charge-offs (662 ) (42 )
Recoveries 83 45
Provision 378 1,346
End of period $ 40,254 $ 41,268
Allowance for Credit Losses
--- --- --- --- --- --- ---
(dollars in thousands)
Nine months ended September 30,
2025 2024
Beginning of period $ 39,669 $ 37,160
Charge-offs (2,730 ) (1,580 )
Recoveries 518 500
Provision 2,797 5,188
End of period $ 40,254 $ 41,268
Allowance for Unfunded Commitments
--- --- --- --- --- --- ---
(dollars in thousands)
Three months ended September 30,
2025 2024
Beginning of period $ 3,553 $ 3,706
Provision (178 ) (325 )
End of period $ 3,375 $ 3,381
Allowance for Unfunded Commitments
--- --- --- --- --- --- ---
(dollars in thousands)
Nine months ended September 30,
2025 2024
Beginning of period $ 3,380 $ 3,901
Provision (5 ) (520 )
End of period $ 3,375 $ 3,381
(dollars in thousands) September 30, December 31,
--- --- --- --- ---
2025 2024
Non-accrual loans $ 22,615 $ 30,950
Restructured loans, accruing 12 1,677
90+ Days Past Due, Still Accruing 177 225
Total non-performing loans 22,804 32,852
Other Real Estate Owned - -
Total non-performing assets $ 22,804 $ 32,852

Civista Bancshares, Inc.

Financial Highlights

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

Consolidated Condensed Statement of Operations
Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024
Interest income $ 55,240 $ 52,741 $ 165,244 $ 153,462
Interest expense 20,695 23,508 63,112 68,106
Net interest income 34,545 29,233 102,132 85,356
Provision for credit losses 378 1,346 2,797 5,188
Provision for unfunded commitments (178 ) (325 ) (5 ) (520 )
Net interest income after provision 34,345 28,212 99,340 80,688
Noninterest income 9,633 10,099 24,082 28,733
Noninterest expense 28,327 28,394 82,935 84,225
Income before taxes 15,651 9,917 40,487 25,196
Income tax expense 2,891 1,551 6,544 3,406
Net income 12,760 8,366 33,943 21,790
Preferred stock dividends - - - -
Net income available
to common shareholders $ 12,760 $ 8,366 $ 33,943 $ 21,790
Dividends paid per common share $ 0.17 $ 0.16 $ 0.51 $ 0.48
Earnings per common share
Basic
Net income $ 12,760 $ 8,366 $ 33,943 $ 21,790
Less allocation of earnings and
dividends to participating securities 61 177 173 455
Net income available to common
shareholders - basic $ 12,699 $ 8,189 $ 33,770 $ 21,335
Weighted average common shares outstanding 18,767,307 15,736,966 16,605,546 15,720,714
Less average participating securities 91,743 332,531 85,141 328,447
Weighted average number of shares outstanding
used to calculate basic earnings per share 18,675,564 15,404,435 16,520,405 15,392,267
Earnings per common share
Basic $ 0.68 $ 0.53 $ 2.04 $ 1.39
Diluted $ 0.68 $ 0.53 $ 2.04 $ 1.39
Selected financial ratios:
--- --- --- --- --- --- --- --- ---
Return on average assets 1.22 % 0.83 % 1.10 % 0.74 %
Return on average equity 10.70 % 8.73 % 10.71 % 7.81 %
Dividend payout ratio 25.00 % 30.10 % 24.95 % 34.63 %
Net interest margin (tax equivalent) 3.58 % 3.16 % 3.58 % 3.16 %
Effective tax rate 18.47 % 15.64 % 16.16 % 13.52 %
Selected Balance Sheet Items
--- --- --- --- --- --- ---
(Dollars in thousands, except share and per share amounts)
September 30, December 31,
2025 2024
(unaudited) (unaudited)
Cash and due from financial institutions $ 62,766 $ 63,155
Investment in time deposits 735 1,450
Investment securities 657,189 650,488
Loans held for sale 8,012 665
Loans 3,095,994 3,081,230
Less: allowance for credit losses (40,254 ) (39,669 )
Net loans 3,055,740 3,041,561
Other securities 27,901 30,352
Premises and equipment, net 40,910 47,166
Goodwill and other intangibles 132,276 133,403
Bank owned life insurance 62,756 62,783
Other assets 65,049 67,446
Total assets $ 4,113,334 $ 4,098,469
Total deposits $ 3,230,463 $ 3,211,870
Short-term Federal Home Loan Bank advances 232,000 339,000
Long-term Federal Home Loan Bank advances 970 1,501
Subordinated debentures 104,213 104,089
Other borrowings 4,699 6,293
Accrued expenses and other liabilities 41,961 47,214
Total liabilities 3,614,306 3,709,967
Common shares 388,458 312,037
Retained earnings 230,798 205,408
Treasury shares (75,760 ) (75,586 )
Accumulated other comprehensive loss (44,468 ) (53,357 )
Total shareholders' equity 499,028 388,502
Total liabilities and shareholders' equity $ 4,113,334 $ 4,098,469
September 30, December 31,
--- --- --- --- --- --- ---
2025 2024
(unaudited) (unaudited)
Shares outstanding at period end 19,312,726 15,487,667
Book value per share $ 25.84 $ 25.08
Equity to asset ratio 12.13 % 9.48 %
Selected asset quality ratios:
Allowance for credit losses to total loans 1.30 % 1.29 %
Non-performing assets to total assets 0.55 % 0.80 %
Allowance for credit losses to non-performing loans 176.52 % 120.75 %
Non-performing asset analysis
Nonaccrual loans $ 22,615 $ 30,950
Restructured loans 12 1,677
Other real estate owned - -
90+ Days Past Due, Still Accruing 177 225
Total $ 22,804 $ 32,852
Supplemental Financial Information
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands except share data)
September 30, June 30, March 31, December 31, September 30,
End of Period Balances 2025 2025 2025 2024 2024
Assets
Cash and due from banks $ 62,766 $ 73,858 $ 90,456 $ 63,155 $ 74,662
Investment in time deposits 735 715 960 1,450 1,450
Investment securities 657,189 645,228 648,537 650,488 629,113
Loans held for sale 8,012 10,733 4,324 665 8,299
Loans and leases 3,095,994 3,151,124 3,104,036 3,081,230 3,043,946
Allowance for credit losses (40,254 ) (40,455 ) (40,284 ) (39,669 ) (41,268 )
Net Loans 3,055,740 3,110,669 3,063,752 3,041,561 3,002,678
Other securities 27,901 36,195 32,592 30,352 32,633
Premises and equipment, net 40,910 42,922 45,107 47,166 49,967
Goodwill and other intangibles 132,276 132,631 133,026 133,403 133,829
Bank owned life insurance 62,756 63,555 63,170 62,783 62,912
Other assets 65,049 69,363 64,793 67,446 65,880
Total Assets $ 4,113,334 $ 4,185,869 $ 4,146,717 $ 4,098,469 $ 4,061,423
Liabilities
Total deposits $ 3,230,463 $ 3,196,207 $ 3,238,888 $ 3,211,870 $ 3,223,732
Federal Home Loan Bank advances - short term 232,000 433,500 360,000 339,000 287,047
Federal Home Loan Bank advances - long term 970 1,103 1,355 1,501 1,598
Subordinated debentures 104,213 104,172 104,130 104,089 104,067
Other borrowings 4,699 5,379 6,140 6,293 6,319
Accrued expenses and other liabilities 41,961 41,371 38,770 47,214 44,222
Total liabilities 3,614,306 3,781,732 3,749,283 3,709,967 3,666,985
Shareholders' Equity
Common shares 388,458 312,589 312,192 312,037 311,901
Retained earnings 230,798 221,321 212,944 205,408 198,034
Treasury shares (75,760 ) (75,753 ) (75,753 ) (75,586 ) (75,586 )
Accumulated other comprehensive loss (44,468 ) (54,020 ) (51,949 ) (53,357 ) (39,911 )
Total shareholders' equity 499,028 404,137 397,434 388,502 394,438
Total Liabilities and Shareholders' Equity $ 4,113,334 $ 4,185,869 $ 4,146,717 $ 4,098,469 $ 4,061,423
Shares outstanding at period end 19,312,726 15,529,342 15,519,072 15,487,667 15,736,528
Book value per share $ 25.84 $ 26.02 $ 25.61 $ 25.08 $ 25.07
Equity to asset ratio 12.13 % 9.65 % 9.58 % 9.48 % 9.71 %
September 30, June 30, March 31, December 31, September 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2025 2025 2024 2024
Selected asset quality ratios:
Allowance for credit losses to total loans 1.30 % 1.28 % 1.30 % 1.29 % 1.36 %
Non-performing assets to total assets 0.55 % 0.55 % 0.75 % 0.80 % 0.45 %
Allowance for credit losses to non-performing loans 176.52 % 176.11 % 129.99 % 120.75 % 227.36 %
Non-performing asset analysis
Nonaccrual loans $ 22,615 $ 22,742 $ 30,989 $ 30,950 $ 16,488
Restructured loans 12 7 - 1,677 1,663
90+ Days Past Due, Still Accruing 177 223 146 225 -
Other real estate owned - 209 209 - 61
Total $ 22,804 $ 23,181 $ 31,344 $ 32,852 $ 18,212
Supplemental Financial Information
--- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands except share data)
September 30, June 30, March 31, December 31, September 30,
Quarterly Average Balances 2025 2025 2025 2024 2024
Assets:
Earning assets $ 3,829,484 $ 3,841,369 $ 3,801,709 $ 3,738,607 $ 3,705,866
Securities 676,938 682,035 683,374 655,556 654,838
Loans 3,128,033 3,136,091 3,099,440 3,061,991 3,031,884
Liabilities and Shareholders' Equity
Total deposits $ 3,237,025 $ 3,190,592 $ 3,209,277 $ 3,285,485 $ 3,092,583
Interest-bearing deposits 2,574,153 2,538,500 2,538,561 2,582,652 2,405,219
Other interest-bearing liabilities 383,305 523,824 461,100 320,225 493,759
Total shareholders' equity 472,993 400,915 397,021 391,591 381,392
Supplemental Financial Information
--- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands)
September 30, June 30, March 31, December 31, September 30,
End of period loan and lease balances 2025 2025 2025 2024 2024
Commercial and Agriculture $ 302,407 $ 338,598 $ 330,627 $ 328,488 $ 304,639
Commercial Real Estate:
Owner Occupied 384,176 378,248 378,095 374,367 375,751
Non-owner Occupied 1,216,031 1,263,612 1,246,025 1,225,991 1,205,453
Residential Real Estate 842,362 815,408 773,349 763,869 751,825
Real Estate Construction 278,163 277,643 297,589 305,992 318,063
Farm Real Estate 23,713 23,866 22,399 23,035 24,122
Lease financing receivable 38,960 42,758 44,570 46,900 49,453
Consumer and Other 10,182 10,991 11,382 12,588 14,640
Total Loans $ 3,095,994 $ 3,151,124 $ 3,104,036 $ 3,081,230 $ 3,043,946
Supplemental Financial Information
--- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands)
September 30, June 30, March 31, December 31, September 30,
End of period deposit balances 2025 2025 2025 2024 2024
Noninterest-bearing demand $ 651,127 $ 647,609 $ 648,683 $ 695,094 $ 686,316
Interest-bearing demand 415,620 433,089 467,601 419,583 420,333
Savings and money market 1,129,985 1,100,660 1,146,480 1,126,974 1,111,771
Time deposits 601,757 560,702 515,910 469,954 456,973
Brokered deposits 431,167 454,147 460,214 500,265 548,339
Total Deposits $ 3,229,656 $ 3,196,207 $ 3,238,888 $ 3,211,870 $ 3,223,732
Supplemental Financial Information
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands except share data)
Three Months Ended
September 30, June 30, March 31, December 31, September 30,
Income statement 2025 2025 2025 2024 2024
Total interest and dividend income $ 55,240 $ 56,271 $ 53,733 $ 53,233 $ 52,741
Total interest expense 20,695 21,457 20,960 21,878 23,508
Net interest income 34,545 34,814 32,773 31,355 29,233
Provision for credit losses 378 1,171 1,248 697 1,346
Provision for unfunded commitments (178 ) (146 ) 319 (1 ) (325 )
Noninterest income 9,633 6,589 7,860 9,015 10,099
Noninterest expense 28,327 27,482 27,126 28,296 28,394
Income before taxes 15,651 12,896 11,940 11,378 9,917
Income tax expense 2,891 1,881 1,772 1,485 1,551
Net income $ 12,760 $ 11,015 $ 10,168 $ 9,893 $ 8,366
Preferred stock dividends - - - - -
Net income available to common shareholders $ 12,760 $ 11,015 $ 10,168 $ 9,893 $ 8,366
Per share data
Earnings per common share
Basic
Net income $ 12,760 $ 11,015 $ 10,168 $ 9,893 $ 8,366
Less allocation of earnings and
dividends to participating securities 61 45 44 213 177
Net income available to common shareholders - basic $ 12,699 $ 10,970 $ 10,124 $ 9,680 $ 8,189
Weighted average common shares outstanding 18,767,307 15,524,490 15,488,813 15,734,243 15,736,966
Less average participating securities 91,743 96,692 66,711 339,626 332,531
Weighted average number of shares outstanding used to calculate basic earnings per share 18,675,564 15,427,798 15,422,102 15,394,617 15,404,435
Earnings per common share
Basic $ 0.68 $ 0.71 $ 0.66 $ 0.63 $ 0.53
Diluted $ 0.68 $ 0.71 $ 0.66 $ 0.63 $ 0.53
Common shares dividend paid $ 3,283 $ 2,638 $ 2,636 $ 2,518 $ 2,518
Dividends paid per common share 0.17 0.17 0.17 0.16 0.16
Three Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, June 30, March 31, December 31, September 30,
Selected financial ratios 2025 2025 2025 2024 2024
Return on average assets 1.22 % 1.06 % 1.00 % 0.97 % 0.83 %
Return on average equity 10.70 % 11.02 % 10.39 % 10.43 % 8.73 %
Dividend payout ratio 25.00 % 23.96 % 25.90 % 25.45 % 30.10 %
Net interest margin (tax equivalent) 3.58 % 3.64 % 3.51 % 3.36 % 3.16 %
Effective tax rate 18.47 % 14.59 % 14.84 % 13.05 % 15.63 %
Supplemental Financial Information
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands)
Three Months Ended
September 30, June 30, March 31, December 31, September 30,
Noninterest income 2025 2025 2025 2024 2024
Service charges $ 1,667 $ 1,564 $ 1,524 $ 1,591 $ 1,595
Net gain (loss) on equity securities 255 (74 ) (29 ) 96 223
Net gain on sale of loans and leases 1,450 841 604 1,259 1,427
ATM/Interchange fees 1,435 1,418 1,326 1,640 1,402
Wealth management fees 1,402 1,325 1,340 1,464 1,443
Lease revenue and residual income 1,934 525 1,896 1,280 2,428
Bank owned life insurance 666 386 387 771 717
Swap fees - 53 72 66 43
Other 824 551 740 848 821
Total noninterest income $ 9,633 $ 6,589 $ 7,860 $ 9,015 $ 10,099
Supplemental Financial Information
--- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands)
Three Months Ended
September 30, June 30, March 31, December 31, September 30,
Noninterest expense 2025 2025 2025 2024 2024
Compensation expense $ 15,161 $ 15,011 $ 14,043 $ 14,899 $ 15,726
Net occupancy Expense 1,466 1,419 1,634 1,138 1,293
Contracted data processing 559 536 567 508 636
FDIC Assessment 627 689 873 1,039 560
State franchise tax 536 634 526 608 480
Professional services 1,225 1,798 2,090 2,247 1,134
Equipment expense 2,205 1,764 2,103 2,240 2,345
ATM/Interchange expense 755 683 580 671 616
Marketing 391 289 296 448 716
Amortization of core deposit intangible 318 338 332 363 363
Software maintenance expense 1,480 1,294 1,277 1,376 1,203
Other 3,604 3,027 2,805 2,759 3,322
Total noninterest expense $ 28,327 $ 27,482 $ 27,126 $ 28,296 $ 28,394
Supplemental Financial Information
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands except share data)
Three Months Ended
September 30, June 30, March 31, December 31, September 30,
Asset quality 2025 2025 2025 2024 2024
Allowance for credit losses:
Beginning of period $ 40,455 $ 40,284 $ 39,669 $ 41,268 $ 39,919
Charge-offs (662 ) (1,092 ) (976 ) (2,335 ) (42 )
Recoveries 83 92 343 39 45
Provision 378 1,171 1,248 697 1,346
End of period $ 40,254 $ 40,455 $ 40,284 $ 39,669 $ 41,268
Allowance for unfunded commitments:
Beginning of period $ 3,553 $ 3,699 $ 3,380 $ 3,381 $ 3,706
Charge-offs - - - - -
Recoveries - - - - -
Provision (178 ) (146 ) 319 (1 ) (325 )
End of period $ 3,375 $ 3,553 $ 3,699 $ 3,380 $ 3,381
Ratios
Allowance to total loans 1.30 % 1.28 % 1.30 % 1.29 % 1.36 %
Allowance to nonperforming assets 176.52 % 174.52 % 129.12 % 121.58 % 226.60 %
Allowance to nonperforming loans 176.52 % 176.11 % 129.99 % 120.75 % 227.74 %
Nonperforming assets
Non-accrual loans $ 22,615 $ 22,742 $ 30,989 $ 30,950 $ 16,488
Restructured loans 12 7 - 1,677 1,633
90+ Days Past Due, Still Accruing 177 223 - 225 -
Total non-performing loans 22,804 22,972 30,989 32,852 18,121
Other Real Estate Owned - 209 209 - 61
Total non-performing assets $ 22,804 $ 23,181 $ 31,198 $ 32,852 $ 18,182
Three Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, June 30, March 31, December 31, September 30,
Capital and liquidity 2025 2025 2025 2024 2024
Tier 1 leverage ratio 10.96 % 8.80 % 8.66 % 8.60 % 8.45 %
Tier 1 risk-based capital ratio 14.19 % 11.18 % 10.97 % 10.47 % 10.29 %
Total risk-based capital ratio 17.80 % 14.73 % 14.53 % 13.98 % 13.81 %
Tangible common equity ratio (1) 9.21 % 6.70 % 6.59 % 6.43 % 6.64 %
(1) See reconciliation of non-GAAP measures at the end of this press release.
Reconciliation of Non-GAAP Financial Measures
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands except share data)
September 30, June 30, March 31, December 31, September 30,
2025 2025 2025 2024 2024
Tangible Common Equity
Total Shareholder's Equity - GAAP $ 499,028 $ 404,137 $ 397,434 $ 388,502 $ 394,438
Less: Preferred Equity - - - - -
Less: Goodwill and intangible assets 132,276 132,631 133,026 133,403 133,829
Tangible common equity (Non-GAAP) $ 366,752 $ 271,506 $ 264,408 $ 255,099 $ 260,609
Total Shares Outstanding 19,312,726 15,529,342 15,519,072 15,487,667 15,736,528
Tangible book value per share $ 18.99 $ 17.48 $ 17.04 $ 16.47 $ 16.56
Tangible Assets
Total Assets - GAAP $ 4,113,334 $ 4,185,869 $ 4,146,717 $ 4,098,469 $ 4,061,423
Less: Goodwill and intangible assets 132,276 132,631 133,026 133,403 133,829
Tangible assets (Non-GAAP) $ 3,981,058 $ 4,053,238 $ 4,013,691 $ 3,965,066 $ 3,927,594
Tangible common equity to tangible assets 9.21 % 6.70 % 6.59 % 6.43 % 6.64 %
Reconciliation of Non-GAAP Financial Measures
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Unaudited - dollars in thousands except share data)
Three Months Ended Nine Months Ended
September 30, September 30,
Efficiency ratio (non-GAAP): 2025 2024 2025 2024
Noninterest expense (GAAP) 28,327 28,394 82,935 84,225
Less: Amortization of intangible assets expense 318 363 988 1,121
Less: Acquisition related expenses 664 - 669 -
Noninterest expense (non-GAAP) 27,345 28,031 81,278 83,104
Net interest income (GAAP) 34,545 29,233 102,132 85,356
Plus: Taxable equivalent adjustment 618 630 1,861 1,892
Noninterest income (GAAP) 9,633 10,099 24,082 28,733
Less: Net gains (losses) on equity securities 255 223 152 156
Net interest income (FTE) plus noninterest income (non-GAAP) 44,541 39,739 127,923 115,825
Efficiency ratio (non-GAAP) 61.4 % 70.5 % 63.5 % 71.7 %
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,
Efficiency ratio (non-GAAP): 2025 2025 2025 2024 2024
Noninterest expense (GAAP) $ 28,327 $ 27,482 $ 27,126 $ 28,296 $ 28,394
Less: Amortization of intangible assets expense 318 339 332 363 363
Less: Acquisition related expenses 664 5 - - -
Noninterest expense (non-GAAP) $ 27,345 $ 27,138 $ 26,794 $ 27,933 $ 28,031
Net interest income (GAAP) $ 34,545 $ 34,814 $ 32,773 $ 31,355 $ 29,233
Plus: Taxable equivalent adjustment 618 621 622 627 630
Noninterest income (GAAP) 9,633 6,589 7,860 9,015 10,099
Less: Net gains (losses) on equity securities 255 (74 ) (29 ) 96 223
Net interest income (FTE) plus noninterest income (non-GAAP) $ 44,541 $ 42,098 $ 41,284 $ 40,901 $ 39,739
Efficiency ratio (non-GAAP) 61.4 % 64.5 % 64.9 % 68.3 % 70.5 %
Supplemental Financial Information
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Consolidated Condensed Statement of Operations
(Unaudited - dollars in thousands except share data)
Three Months Ended Nine Months Ended
September 30, 2025 September 30, 2025
Non-Recurring Non-Recurring
As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted
Interest income $ 55,240 $ - $ 55,240 $ 165,244 $ 1,621 $ 163,623
Interest expense 20,695 - 20,695 63,112 - 63,112
Net interest income 34,545 - 34,545 102,132 1,621 100,511
Provision for credit losses 378 - 378 2,797 - 2,797
Provision for unfunded commitments (178 ) - (178 ) (5 ) - (5 )
Net interest income after provision 34,345 - 34,345 99,340 1,621 97,719
Noninterest income 9,633 - 9,633 24,082 (1,044 ) 25,126
Noninterest expense 28,327 664 27,663 82,935 358 82,577
Income before taxes 15,651 (664 ) 16,315 40,487 219 40,268
Income tax expense 2,891 (110 ) 3,001 6,544 20 6,524
Net income $ 12,760 $ (554 ) $ 13,314 $ 33,943 $ 199 $ 33,744
Earnings per common share
Basic $ 0.68 $ (0.03 ) $ 0.71 $ 2.04 $ 0.01 $ 2.03
Diluted $ 0.68 $ (0.03 ) $ 0.71 $ 2.04 $ 0.01 $ 2.03
Supplemental Financial Information
--- --- --- --- --- --- ---
Consolidated Condensed Statement of Operations
(Unaudited - dollars in thousands except share data)
Three Months Ended
As Reported September 30, 2025 June 30, 2025
Interest income $ 55,240 $ 56,271
Interest expense 20,695 21,457
Net interest income 34,545 34,814
Provision for credit losses 378 1,171
Provision for unfunded commitments (178 ) (146 )
Net interest income after provision 34,345 33,789
Noninterest income 9,633 6,589
Noninterest expense 28,327 27,482
Income before taxes 15,651 12,896
Income tax expense 2,891 1,881
Net income $ 12,760 $ 11,015
Earnings per common share
Basic $ 0.68 $ 0.71
Diluted $ 0.68 $ 0.71
Net Interest Margin 3.58 % 3.64 %
As Adjusted
Interest income $ 55,240 $ 54,650
Interest expense 20,695 21,457
Net interest income 34,545 33,193
Provision for credit losses 378 1,171
Provision for unfunded commitments (178 ) (146 )
Net interest income after provision 34,345 32,168
Noninterest income 9,633 7,633
Noninterest expense 27,663 27,793
Income before taxes 16,315 12,008
Income tax expense 3,001 1,750
Net income $ 13,314 $ 10,258
Earnings per common share
Basic $ 0.71 $ 0.66
Diluted $ 0.71 $ 0.66
Net Interest Margin 3.58 % 3.47 %
Three Months Ended
--- --- --- --- --- --- ---
Non-Recurring Adjustments September 30, 2025 June 30, 2025
Interest income $ - $ 1,621
Interest expense - -
Net interest income - 1,621
Provision for credit losses - -
Provision for unfunded commitments - -
Net interest income after provision - 1,621
Noninterest income - (1,044 )
Noninterest expense 664 (311 )
Income before taxes (664 ) 888
Income tax expense (110 ) 131
Net income $ (554 ) $ 757
Earnings per common share
Basic $ (0.03 ) $ 0.05
Diluted $ (0.03 ) $ 0.05
Net Interest Margin 0.00 % 0.17 %

Non-recurring adjustments summary:

Third-Quarter 2025

The quarter ended September 30, 2025 was negatively impacted by non-recurring adjustments related to acquisition related expenses in conjunction with the previously announced merger with The Farmers Savings Bank that is expected to close in the fourth quarter of 2025. The expenses impacted net income for the quarter ended September 30, 2025 by approximately $0.7 million on a pre-tax basis.

Second-Quarter 2025

The quarter ended June 30, 2025 was positively impacted by non-recurring adjustments to our loan valuation resulting from a core system conversion during the second quarter of 2025, which positively impacted net income for the quarter ended June 30, 2025 by approximately $0.6 million on a pre-tax basis, and the release of a reserve established in the third-quarter of 2024 for a reconciling item associated with a system conversion, which positively impacted net income for the quarter ended June 30, 2025 by approximately $0.3 million on a pre-tax basis.