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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended - March 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36192

 

Civista Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

Ohio

 

34-1558688

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

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

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common

 

CIVB

 

NASDAQ Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

☐

 

 

Accelerated filer

 

☒

Non-accelerated filer

 

☐

 

 

Smaller reporting company

 

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Shares, no par value, outstanding at May 1, 2026—20,783,348 shares

 

 

 

 

CIVISTA BANCSHARES, INC.

Index

PART I.

Financial Information

 

2

 

Item 1.

Financial Statements:

 

2

 

 

Consolidated Balance Sheets (Unaudited) March 31, 2026 and December 31, 2025

2

 

Consolidated Statements of Operations (Unaudited) Three months ended March 31, 2026 and 2025

3

 

Consolidated Statements of Comprehensive Income (Unaudited) Three months ended March 31, 2026 and 2025

4

 

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) Three months ended March 31, 2026 and 2025

5

 

Condensed Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31, 2026 and 2025

6

 

Notes to Interim Consolidated Financial Statements (Unaudited)

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

39

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

49

Item 4.

Controls and Procedures

51

 

 

 

PART II.

Other Information

 

52

 

Item 1.

Legal Proceedings

52

Item 1A.

Risk Factors

52

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

52

Item 3.

Defaults Upon Senior Securities

53

Item 4.

Mine Safety Disclosures

53

Item 5.

Other Information

53

Item 6.

Exhibits

54

Signatures

 

55

 

 

 

 

Part I – Financial Information

ITEM 1. Financial Statements

CIVISTA BANCSHARES, INC.

Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

March 31, 2026

 

 

 

 

 

 

(Unaudited)

 

 

December 31, 2025

 

ASSETS

 

 

 

 

 

 

Cash and due from financial institutions

 

$

83,525

 

 

$

77,320

 

Investments in time deposits

 

 

2,880

 

 

 

1,165

 

Securities available-for-sale

 

 

679,737

 

 

 

681,908

 

Equity securities

 

 

2,725

 

 

 

2,692

 

Loans held for sale

 

 

6,940

 

 

 

7,180

 

Loans, net of allowance for credit losses of $40,536 and $42,020

 

 

3,189,131

 

 

 

3,228,026

 

Other securities

 

 

25,144

 

 

 

25,942

 

Premises and equipment, net

 

 

39,055

 

 

 

40,611

 

Accrued interest receivable

 

 

14,777

 

 

 

14,436

 

Goodwill

 

 

130,438

 

 

 

130,438

 

Other intangible assets, net

 

 

12,336

 

 

 

13,100

 

Bank owned life insurance

 

 

63,543

 

 

 

63,153

 

Swap assets

 

 

2,716

 

 

 

3,494

 

Deferred taxes

 

 

16,208

 

 

 

16,501

 

Other assets

 

 

29,167

 

 

 

30,487

 

Total assets

 

$

4,298,322

 

 

$

4,336,453

 

LIABILITIES

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

Noninterest-bearing

 

$

703,778

 

 

$

702,032

 

Interest-bearing

 

 

2,798,112

 

 

 

2,764,432

 

Total deposits

 

 

3,501,890

 

 

 

3,466,464

 

Short-term Federal Home Loan Bank advances

 

 

100,000

 

 

 

175,000

 

Long-term Federal Home Loan Bank advances

 

 

739

 

 

 

855

 

Subordinated debentures

 

 

104,276

 

 

 

104,234

 

Other borrowings

 

 

3,594

 

 

 

4,090

 

Swap liabilities

 

 

5,853

 

 

 

5,748

 

Accrued expenses and other liabilities

 

 

29,727

 

 

 

36,588

 

Total liabilities

 

 

3,746,079

 

 

 

3,792,979

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Common shares, no par value, 40,000,000 shares authorized, 24,658,922 shares issued
    at March 31, 2026 and 24,607,544 shares issued at December 31, 2025, including
    Treasury shares

 

 

420,488

 

 

 

419,769

 

Retained earnings

 

 

251,041

 

 

 

239,784

 

Treasury shares, 3,875,574 common shares at March 31, 2026 and 3,861,070 common
    shares at December 31, 2025, at cost

 

 

(76,082

)

 

 

(75,764

)

Accumulated other comprehensive loss

 

 

(43,204

)

 

 

(40,315

)

Total shareholders’ equity

 

 

552,243

 

 

 

543,474

 

Total liabilities and shareholders’ equity

 

$

4,298,322

 

 

$

4,336,453

 

See notes to interim unaudited consolidated financial statements

Page 2

 

CIVISTA BANCSHARES, INC.

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Interest and dividend income

 

 

 

 

 

 

Loans, including fees

 

$

49,230

 

 

$

47,646

 

Taxable securities

 

 

3,954

 

 

 

3,555

 

Tax-exempt securities

 

 

2,303

 

 

 

2,340

 

Deposits in other banks

 

 

322

 

 

 

192

 

Total interest and dividend income

 

 

55,809

 

 

 

53,733

 

Interest expense

 

 

 

 

 

 

Deposits

 

 

15,453

 

 

 

15,716

 

Federal Home Loan Bank advances

 

 

1,353

 

 

 

3,938

 

Subordinated debentures

 

 

1,108

 

 

 

1,161

 

Other borrowings

 

 

72

 

 

 

145

 

Total interest expense

 

 

17,986

 

 

 

20,960

 

Net interest income

 

 

37,823

 

 

 

32,773

 

Provision for (recovery of) credit losses - loans and leases

 

 

(768

)

 

 

1,248

 

Provision for credit losses - off-balance sheet credit exposures

 

 

139

 

 

 

319

 

Net interest income after provision

 

 

38,452

 

 

 

31,206

 

Noninterest income

 

 

 

 

 

 

Service charges

 

 

1,714

 

 

 

1,524

 

Net gain (loss) on equity securities

 

 

33

 

 

 

(29

)

Net gain on sale of loans and leases

 

 

1,605

 

 

 

604

 

ATM/Interchange fees

 

 

1,386

 

 

 

1,326

 

Wealth management fees

 

 

1,433

 

 

 

1,340

 

Lease revenue and residual income

 

 

1,630

 

 

 

1,896

 

Bank owned life insurance

 

 

390

 

 

 

387

 

Swap fees

 

 

56

 

 

 

72

 

Other

 

 

1,184

 

 

 

740

 

Total noninterest income

 

 

9,431

 

 

 

7,860

 

Noninterest expense

 

 

 

 

 

 

Compensation expense

 

 

16,229

 

 

 

14,043

 

Net occupancy expense

 

 

1,623

 

 

 

1,634

 

Contracted data processing

 

 

730

 

 

 

567

 

FDIC assessment

 

 

423

 

 

 

873

 

State franchise tax

 

 

554

 

 

 

526

 

Professional services

 

 

1,585

 

 

 

2,090

 

Equipment expense

 

 

2,089

 

 

 

2,103

 

ATM/Interchange expense

 

 

732

 

 

 

580

 

Marketing

 

 

478

 

 

 

296

 

Amortization of core deposit intangibles

 

 

696

 

 

 

332

 

Software maintenance expense

 

 

1,475

 

 

 

1,277

 

Other operating expenses

 

 

3,259

 

 

 

2,805

 

Total noninterest expense

 

 

29,873

 

 

 

27,126

 

Income before taxes

 

 

18,010

 

 

 

11,940

 

Income tax expense

 

 

3,021

 

 

 

1,772

 

Net Income

 

$

14,989

 

 

$

10,168

 

Earnings per common share, basic

 

$

0.72

 

 

$

0.66

 

Earnings per common share, diluted

 

$

0.72

 

 

$

0.66

 

See notes to interim unaudited consolidated financial statements

Page 3

 

CIVISTA BANCSHARES, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2026

 

 

2025

 

 

Net income

 

$

14,989

 

 

$

10,168

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

Unrealized holding gains (losses) on available-for-sale securities

 

 

(3,952

)

 

 

1,566

 

 

Tax effect

 

 

831

 

 

 

(370

)

 

Unrealized holding gains (losses) on balance sheet swap

 

 

297

 

 

 

—

 

 

Tax effect

 

 

(65

)

 

 

—

 

 

Pension liability adjustment

 

 

—

 

 

 

268

 

 

Tax effect

 

 

—

 

 

 

(56

)

 

Total other comprehensive income (loss)

 

 

(2,889

)

 

 

1,408

 

 

Comprehensive income

 

$

12,100

 

 

$

11,576

 

 

See notes to interim unaudited consolidated financial statements

 

 

 

Page 4

 

CIVISTA BANCSHARES, INC.

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(In thousands, except share data)

 

 

 

Common Shares

 

 

 

 

 

 

 

 

Accumulated
Other

 

 

Total

 

 

 

Outstanding
Shares

 

 

Amount

 

 

Retained
Earnings

 

 

Treasury
Shares

 

 

Comprehensive
Loss

 

 

Shareholders’
Equity

 

Balance, December 31, 2025

 

 

20,746,474

 

 

$

419,769

 

 

$

239,784

 

 

$

(75,764

)

 

$

(40,315

)

 

$

543,474

 

Net Income

 

 

—

 

 

 

—

 

 

 

14,989

 

 

 

—

 

 

 

—

 

 

 

14,989

 

Other comprehensive income (loss)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(2,889

)

 

 

(2,889

)

Stock-based compensation

 

 

51,378

 

 

 

719

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

719

 

Common stock dividends
   ($0.18 per share)

 

 

—

 

 

 

—

 

 

 

(3,732

)

 

 

—

 

 

 

—

 

 

 

(3,732

)

Purchase of common stock

 

 

(14,504

)

 

 

—

 

 

 

—

 

 

 

(318

)

 

 

—

 

 

 

(318

)

Balance, March 31, 2026

 

 

20,783,348

 

 

$

420,488

 

 

$

251,041

 

 

$

(76,082

)

 

$

(43,204

)

 

$

552,243

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

Accumulated
Other

 

 

Total

 

 

 

Outstanding
Shares

 

 

Amount

 

 

Retained
Earnings

 

 

Treasury
Shares

 

 

Comprehensive
Loss

 

 

Shareholders’
Equity

 

Balance, December 31, 2024

 

 

15,487,667

 

 

$

312,037

 

 

$

205,408

 

 

$

(75,586

)

 

$

(53,357

)

 

$

388,502

 

Net Income

 

 

—

 

 

 

—

 

 

 

10,168

 

 

 

—

 

 

 

—

 

 

 

10,168

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,408

 

 

 

1,408

 

Stock-based compensation

 

 

39,587

 

 

 

155

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

155

 

Common stock dividends
   ($0.17 per share)

 

 

—

 

 

 

—

 

 

 

(2,632

)

 

 

—

 

 

 

—

 

 

 

(2,632

)

Purchase of common stock

 

 

(8,182

)

 

 

—

 

 

 

—

 

 

 

(167

)

 

 

—

 

 

 

(167

)

Balance, March 31, 2025

 

 

15,519,072

 

 

$

312,192

 

 

$

212,944

 

 

$

(75,753

)

 

$

(51,949

)

 

$

397,434

 

See notes to interim unaudited consolidated financial statements

 

 

 

 

 

 

Page 5

 

CIVISTA BANCSHARES, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Net cash provided by operating activities

 

$

12,180

 

 

$

3,612

 

Cash flows used for investing activities:

 

 

 

 

 

 

Investments in time deposits

 

 

 

 

 

 

    Maturities

 

 

245

 

 

 

490

 

    Purchases

 

 

(1,960

)

 

 

—

 

Securities available for sale

 

 

 

 

 

 

    Maturities, prepayments, and calls

 

 

23,395

 

 

 

41,138

 

    Sales

 

 

—

 

 

 

—

 

    Purchases

 

 

(23,690

)

 

 

(37,479

)

Purchase of other securities

 

 

(11,258

)

 

 

(5,795

)

Redemption of other securities

 

 

12,056

 

 

 

3,555

 

Net change in loans

 

 

39,819

 

 

 

(23,182

)

Proceeds from sale of premises and equipment

 

 

—

 

 

 

203

 

Disposal of premises and equipment

 

 

95

 

 

 

—

 

Purchases of premises and equipment

 

 

(441

)

 

 

(161

)

Net cash provided/(used) for investing activities

 

 

38,261

 

 

 

(21,231

)

Cash flows from financing activities:

 

 

 

 

 

 

Repayment of long-term FHLB advances

 

 

(116

)

 

 

(146

)

Net change in short-term FHLB advances

 

 

(75,000

)

 

 

21,000

 

Repayment of other borrowings

 

 

(496

)

 

 

(153

)

Increase in deposits

 

 

35,426

 

 

 

27,018

 

Purchase of treasury shares

 

 

(318

)

 

 

(167

)

Common stock dividends paid

 

 

(3,732

)

 

 

(2,632

)

Net cash (used)/provided by financing activities

 

 

(44,236

)

 

 

44,920

 

Increase in cash and cash equivalents

 

 

6,205

 

 

 

27,301

 

Cash and cash equivalents at beginning of period

 

 

77,320

 

 

 

63,155

 

Cash and cash equivalents at end of period

 

$

83,525

 

 

$

90,456

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

18,466

 

 

$

23,553

 

Income taxes

 

 

89

 

 

 

92

 

Supplemental cash flow information:

 

 

 

 

 

 

Transfer of loans from portfolio to other real estate owned

 

 

—

 

 

 

209

 

 

 

 

 

 

 

See notes to interim unaudited consolidated financial statements

Page 6

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(1) Consolidated Financial Statements

Nature of Operations and Principles of Consolidation: Civista Bancshares, Inc. ("CBI") is an Ohio corporation and a registered financial holding company. The Consolidated Financial Statements include the accounts of CBI and its wholly-owned direct and indirect subsidiaries: Civista Bank ("Civista"), First Citizens Insurance Agency, Inc. ("FCIA"), Water Street Properties, Inc. ("WSP"), CIVB Risk Management, Inc. ("CRMI") and First Citizens Investments, Inc. ("FCI"). The above companies together are sometimes referred to as the "Company". Intercompany balances and transactions are eliminated in consolidation. Management considers the Company to operate primarily in one reportable segment, banking.

Civista provides financial services through its offices in the Ohio counties of Champaign, Crawford, Cuyahoga, Erie, Franklin, Henry, Huron, Logan, Lorain, Madison, Medina, Montgomery, Ottawa, Richland, Summit, and Wood, in the Indiana counties of Dearborn and Ripley, and in the Kentucky county of Kenton. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. There are no significant concentrations of loans to any one industry or customer. However, our customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions.

 

Civista Leasing and Finance ("CLF"), formerly known as Vision Financial Group, Inc. ("VFG"), was acquired in the fourth quarter of 2022 as a wholly-owned subsidiary of Civista. As of August 31, 2023, VFG was merged into Civista and now operates as a full-service equipment leasing and financing division of Civista. The operations of CLF are headquartered in Pittsburgh, Pennsylvania.

FCIA was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1% of total revenue for the quarters ended March 31, 2026 and 2025. WSP was formed to hold repossessed assets of CBI’s subsidiaries. WSP revenue was less than 1% of total revenue for the quarters ended March 31, 2026 and 2025. CRMI was formed in 2017 to provide property and casualty insurance coverage to CBI and its subsidiaries for which insurance may not be currently available or economically feasible in the insurance marketplace. CRMI revenue was slightly above 1% of total revenue for the quarter ended March 31, 2026 but less than 1% for the quarter ended March 31, 2025. FCI is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware.

Acquisition of The Farmers Savings Bank ("FSB")

 

At the close of business on November 6, 2025, Civista closed its previously announced acquisition of FSB. The acquisition added approximately $268.1 million of total assets, $106.2 million of total loans and leases, $236.1 million of total deposits, and two branches. The 2025 results reflect inclusion of FSB since November 7, 2025.

 

Upon the closing of the acquisition, FSB was merged with and into Civista Bank. In addition, the management and organization structure was updated to reflect the combined organization. On-boarding of former FSB colleagues and their initial training was completed in the first quarter of 2026. Certain of Civista's products and services have been introduced across the legacy FSB customer base, and customer-facing colleagues are focused on both growing and retaining customers. Technology conversions were completed in mid-February 2026, as scheduled.

 

Offering of Common Shares

 

On July 10, 2025, CBI announced an underwritten public offering of up to a maximum of 3,788,238 of its common shares. CBI subsequently closed on the sale of 3,294,120 common shares on July 14, 2025, and the sale of an additional 494,118 common shares on July 16, 2025 pursuant to the underwriters' exercise of their overallotment option, at the public offering price of $21.25 per share. The aggregate net proceeds from the offering were approximately $75.7 million, after deducting $608 of direct expenses and the underwriting discount of $4.2 million. The net proceeds from the offering were initially used to pay-down short-term FHLB advances, but the long-term strategic plan is to use the net proceeds for general corporate purposes, which may include supporting organic growth opportunities and future strategic transactions.

Page 7

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The accompanying Unaudited Consolidated Financial Statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position as of March 31, 2026 and its results of operations and changes in cash flows for the periods ended March 31, 2026 and 2025 have been made. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year. Reference is made to the accounting policies of the Company described in the notes to the Audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company has consistently followed these policies in preparing this Quarterly Report on Form 10-Q.

(2) Significant Accounting Policies

 

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for credit losses, determination of goodwill impairment, and fair value measurements of financial instruments are considered material estimates that are particularly susceptible to significant change in the near term.

 

Recently Adopted and Newly Issued but Not Yet Effective Accounting Standards:

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require that public business entities on an annual basis (a) disclose specific categories in the rate reconciliation and (b) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this ASU also require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments require that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The Company adopted ASU 2023-09 on a prospective basis effective January 1, 2025, and the adoption of the ASU did not have a material impact on the Company's Consolidated Financial Statements.

 

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments clarify how an entity determines whether a profits interest or similar award is (i) within scope of Compensation - Stock Compensation (Topic 718) or (ii) not a share-based payment arrangement and therefore within the scope of other guidance. The Company adopted ASU 2024-01 effective January 1, 2025. The adoption of ASU 2024-01 did not have a material impact on the Company's Consolidated Financial Statements.

 

In November 2024, the FASB issued ASU 2024-03: Income Statement-Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU does not change the expense captions an entity presents on the face of its income statement. ASU 2024-03 can be applied prospectively, and it is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective applications are permitted. The Company is currently evaluating the impact of ASU 2024-03 on its Consolidated Financial Statements.

 

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("VIE"). The ASU revises the guidance in ASC 805 to clarify that, in determining the accounting acquirer in "a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired," an entity would be required to consider the factors in ASC paragraphs 805-10-55-12 through 55-15. Previously, the accounting acquirer in such transactions was always the primary beneficiary. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal reporting periods. Early adoption is permitted as of the beginning of an interim or fiscal reporting period. The Company is currently evaluating the impact of ASU 2025-03, but it is not expected to have a material impact on its Consolidated Financial Statements.

Page 8

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

In November 2025, the FASB issued ASU 2025-09: Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. ASU 2025-09 amends ASC 815 to align hedge accounting more closely with an entity's economic risk management practices. Key amendments include (i) to allow designating a variable price component of a nonfinancial forecasted purchase or sale as the hedged risk, (ii) to allow grouping individual forecasted transactions with similar (not identical) risk exposures, (iii) a new model for hedging forecasted interest on variable-rate debt, enabling changes in index or tenor without redesignation, subject to simplifying assumptions, and (iv) additional clarifications related to hedge accounting of nonfinancial components, net written options, and dual-hedge strategies. ASU 2025-09 will be effective for annual periods after December 15, 2026, though early adoption is permitted. ASU 2025-09 is not expected to have a material impact on the Company's Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans, which updates the accounting for Purchased Financial Assets ("PFA") under the CECL framework. The ASU expands the PFA model to include both Purchased Credit Deteriorated ("PCD") assets and certain non-PCD loan receivables, including purchased seasoned loans, applying the gross-up method to a broader group of acquired loans. This ASU addresses the long-standing concerns regarding double counting of credit losses and operational complexity under the prior CECL acquisition model. The ASU is effective for fiscal years beginning after December 15, 2026, but early adoption is permitted. The Company early adopted ASU 2025-08 on a prospective basis in the fourth quarter of 2025 in connection with the Company's acquisition of FSB that closed in November 2025.

 

(3) Securities

The amortized cost and fair market value of available-for-sale securities and the related gross unrealized gains and losses recognized were as follows:

 

March 31, 2026

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

U.S. Treasury securities and obligations of U.S. government
   agencies

 

$

58,511

 

 

$

235

 

 

$

(1,192

)

 

$

57,554

 

Obligations of states and political subdivisions

 

 

341,047

 

 

 

724

 

 

 

(24,405

)

 

 

317,366

 

Mortgage-backed securities in government sponsored
   entities

 

 

329,164

 

 

 

517

 

 

 

(24,864

)

 

 

304,817

 

Total debt securities (1)

 

$

728,722

 

 

$

1,476

 

 

$

(50,461

)

 

$

679,737

 

 

December 31, 2025

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

U.S. Treasury securities and obligations of U.S. government
   agencies

 

$

61,935

 

 

$

262

 

 

$

(1,180

)

 

$

61,017

 

Obligations of states and political subdivisions

 

 

345,214

 

 

 

1,319

 

 

 

(21,735

)

 

 

324,798

 

Mortgage-backed securities in government sponsored
   entities

 

 

319,792

 

 

 

525

 

 

 

(24,224

)

 

 

296,093

 

Total debt securities (1)

 

$

726,941

 

 

$

2,106

 

 

$

(47,139

)

 

$

681,908

 

 

(1) Excludes accrued interest receivable on securities of $3,815 and $4,371 at March 31, 2026 and December 31, 2025, respectively, that is recorded in Accrued interest receivable on the Consolidated Balance Sheets.

Page 9

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

The amortized cost and fair value of debt securities at March 31, 2026, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

 

Available for sale

 

Amortized
Cost

 

 

Fair
Value

 

Due in one year or less

 

$

23,846

 

 

$

23,781

 

Due after one year through five years

 

 

64,094

 

 

 

61,892

 

Due after five years through ten years

 

 

63,751

 

 

 

63,333

 

Due after ten years

 

 

247,867

 

 

 

225,914

 

Mortgage-backed securities

 

 

329,164

 

 

 

304,817

 

Total securities available-for-sale

 

$

728,722

 

 

$

679,737

 

 

There were no proceeds from sales of debt securities available-for-sale, gross realized gains or gross realized losses for the three months ended March 31, 2026 or March 31, 2025.

 

Securities are pledged by the Company from time to time to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $265,791 and $239,649 as of March 31, 2026 and December 31, 2025, respectively.

 

The following tables show the fair value and gross unrealized losses, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2026 and December 31, 2025:

 

March 31, 2026

 

12 Months or less

 

 

More than 12 months

 

 

Total

 

Description of Securities

 

Fair
Value

 

 

Unrealized
Loss

 

 

Fair
Value

 

 

Unrealized
Loss

 

 

Fair
Value

 

 

Unrealized
Loss

 

U.S. Treasury securities and obligations of
   U.S. government agencies

 

$

6,612

 

 

$

(44

)

 

$

43,285

 

 

$

(1,148

)

 

$

49,897

 

 

$

(1,192

)

Obligations of states and political subdivisions

 

 

87,192

 

 

 

(670

)

 

 

150,926

 

 

 

(23,735

)

 

 

238,118

 

 

 

(24,405

)

Mortgage-backed securities in gov’t sponsored entities

 

 

40,882

 

 

 

(284

)

 

 

173,136

 

 

 

(24,580

)

 

 

214,018

 

 

 

(24,864

)

Total

 

$

134,686

 

 

$

(998

)

 

$

367,347

 

 

$

(49,463

)

 

$

502,033

 

 

$

(50,461

)

 

December 31, 2025

 

12 Months or less

 

 

More than 12 months

 

 

Total

 

Description of Securities

 

Fair
Value

 

 

Unrealized
Loss

 

 

Fair
Value

 

 

Unrealized
Loss

 

 

Fair
Value

 

 

Unrealized
Loss

 

U.S. Treasury securities and obligations of
   U.S. government agencies

 

$

1,168

 

 

$

(2

)

 

$

47,644

 

 

$

(1,178

)

 

$

48,812

 

 

$

(1,180

)

Obligations of states and political subdivisions

 

 

12,606

 

 

 

(45

)

 

 

181,703

 

 

 

(21,690

)

 

 

194,309

 

 

 

(21,735

)

Mortgage-backed securities in gov’t sponsored entities

 

 

58,246

 

 

 

(490

)

 

 

172,015

 

 

 

(23,734

)

 

 

230,261

 

 

 

(24,224

)

Total

 

$

72,020

 

 

$

(537

)

 

$

401,362

 

 

$

(46,602

)

 

$

473,382

 

 

$

(47,139

)

 

At March 31, 2026, there were a total of 434 securities in the portfolio with unrealized losses mainly due to higher current market rates when compared to the time of purchase. At December 31, 2025, the Company owned 372 securities that were in an unrealized loss position. The unrealized losses on securities have not been recognized into income because the issuers’ securities are of high credit quality, management has the intent and ability to hold these securities for the foreseeable future, and the decline in fair value is largely due to currently higher market rates when compared to the time of purchase. The fair value is expected to recover as the securities approach their maturity date or reset date. The Company does not intend to sell until recovery and does not believe selling will be required before recovery.

 

Each quarter, we perform an analysis to determine if any of the unrealized losses on securities available-for-sale are comprised of credit losses as compared to unrealized losses due to market interest rate adjustments. Our assessment includes a review of the unrealized loss for each security issuance held; the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades; and our ability and intent to hold the security for a period of time sufficient for a recovery in value. We also consider the

Page 10

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

extent to which the securities are issued by the federal government or its agencies, and any guarantee of issued amounts by those agencies. The portfolio continues to consist of a mix of fixed and floating-rate, high quality securities, largely rated AA (or better), displaying an overall effective duration of approximately 3.0 years. No credit losses were determined to be present as of March 31, 2026, as there was no credit quality deterioration noted. Therefore, no provision for credit losses on securities was recognized for the first quarter of 2026.

The following table presents the net gains and losses on equity investments recognized in earnings for the three months ended March 31, 2026 and 2025, and the portion of unrealized gains and losses for the period that relates to equity investments held at March 31, 2026 and 2025:

 

 

 

2026

 

 

2025

 

 

Net gains (losses) recognized on equity
   securities during the period

 

$

33

 

 

$

(29

)

 

Less: Net gains (losses) realized on the
   sale of equity securities during the
   period

 

 

—

 

 

 

—

 

 

Unrealized gains (losses) recognized on
   equity securities held at reporting date

 

$

33

 

 

$

(29

)

 

 

Equity securities consisting of investments in other financial institutions totaled $2.7 million as of March 31, 2026 and December 31, 2025.

 

Stock of the Federal Home Loan Bank of Chicago (“FHLBC”), the Federal Reserve Bank of Cleveland (“FRBC”), United Bankers' Bancorp, Farmer Mac and Norwalk Community Development Corp are included as Other securities on the Company's Consolidated Balance Sheets. FHLBC stock was recorded at $8,905 at March 31, 2026 and $11,645 at December 31, 2025. FRBC stock was recorded at $15,950 at March 31, 2026 and $14,023 at December 31, 2025. United Bankers' Bancorp stock was recorded at $245 at March 31, 2026 and $230 at December 31, 2025. Farmer Mac stock was recorded at $42 at both March 31, 2026 and December 31, 2025. Norwalk Community Development Corp stock was recorded at $2 at both March 31, 2026 and December 31, 2025. Other securities are carried at cost, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value.

 

(4) Loans

Loan balances were as follows:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Commercial & Agriculture

 

$

310,400

 

 

$

308,692

 

Commercial Real Estate- Owner Occupied

 

 

390,786

 

 

 

385,547

 

Commercial Real Estate- Non-Owner Occupied

 

 

1,232,781

 

 

 

1,239,017

 

Residential Real Estate

 

 

943,425

 

 

 

944,328

 

Real Estate Construction

 

 

254,254

 

 

 

285,137

 

Farm Real Estate

 

 

32,700

 

 

 

37,775

 

Lease Financing Receivables

 

 

32,693

 

 

 

35,103

 

Consumer and Other

 

 

32,628

 

 

 

34,447

 

Total loans

 

 

3,229,667

 

 

 

3,270,046

 

Allowance for credit losses

 

 

(40,536

)

 

 

(42,020

)

Net loans

 

$

3,189,131

 

 

$

3,228,026

 

 

The Company elected to exclude accrued interest receivable from the amortized cost basis of loans disclosed in this Note 4 and in Note 5 (Allowance for Credit Losses). As of March 31, 2026 and December 31, 2025, accrued interest receivable on loans totaled $10,682 and $10,031, respectively, and is included in the Accrued interest receivable line item on the Company's Consolidated Balance Sheet.

Page 11

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Lease financing receivables consist of sales-type and direct financing leases for equipment, with terms typically ranging from two to six years. On direct financing leases, the Company obtains third-party residual value guarantees to reduce its residual asset risk. The net investment in direct financing and sales-type leases was comprised of the following as of March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

December 31, 2025

 

Minimum lease payments receivable

 

$

35,738

 

$

39,332

 

Unguaranteed residual assets

 

 

808

 

 

1,558

 

Unamortized direct costs

 

 

2

 

 

14

 

Unearned income

 

 

(3,855

)

 

(5,801

)

Total net investment in direct financing and sales-type leases

 

$

32,693

 

$

35,103

 

 

The Company earns revenue on direct financing and sales-type leases, as well as operating leases disclosed in Note 17. The components of total lease income were as follows for the three months ended March 31, 2026 and 2025.

 

 

 

March 31,

 

March 31,

 

 

 

2026

 

2025

 

Interest and dividend income - Loans and leases, including fees:

 

 

 

 

 

     Interest income on net investments in direct financing and sales-type leases

 

$

657

 

$

1,437

 

Noninterest income - Lease revenue & residual income:

 

 

 

 

 

     Lease income from operating lease payments

 

 

1,463

 

 

1,596

 

     Other(1)

 

 

167

 

 

300

 

 

(1) Other consists of lease-related fees and commissions and gains (losses) on sale or disposition of leased assets

(5) Allowance for Credit Losses

 

The following tables present, by portfolio segment, the changes in the allowance for credit losses ("ACL") for the three months ended March 31, 2026 and 2025.

Allowance for credit losses:

 

For the three months ended March 31, 2026

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

5,153

 

 

$

(96

)

 

$

62

 

 

$

(123

)

 

$

4,996

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

4,420

 

 

 

—

 

 

 

2

 

 

 

(142

)

 

 

4,280

 

Non-Owner Occupied

 

 

12,118

 

 

 

(484

)

 

 

1

 

 

 

154

 

 

 

11,789

 

Residential Real Estate

 

 

14,718

 

 

 

(3

)

 

 

13

 

 

 

(242

)

 

 

14,486

 

Real Estate Construction

 

 

3,842

 

 

 

—

 

 

 

—

 

 

 

(340

)

 

 

3,502

 

Farm Real Estate

 

 

279

 

 

 

—

 

 

 

—

 

 

 

(54

)

 

 

225

 

Lease Financing Receivables

 

 

1,169

 

 

 

(210

)

 

 

4

 

 

 

45

 

 

 

1,008

 

Consumer and Other

 

 

321

 

 

 

(13

)

 

 

8

 

 

 

(66

)

 

 

250

 

Total

 

$

42,020

 

 

$

(806

)

 

$

90

 

 

$

(768

)

 

$

40,536

 

 

Page 12

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

For the three months ended March 31, 2025

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

6,586

 

 

$

(72

)

 

$

291

 

 

$

(611

)

 

$

6,194

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

4,327

 

 

 

—

 

 

 

—

 

 

 

139

 

 

 

4,466

 

Non-Owner Occupied

 

 

11,404

 

 

 

(800

)

 

 

—

 

 

 

808

 

 

 

11,412

 

Residential Real Estate

 

 

11,866

 

 

 

—

 

 

 

19

 

 

 

570

 

 

 

12,455

 

Real Estate Construction

 

 

3,708

 

 

 

—

 

 

 

—

 

 

 

309

 

 

 

4,017

 

Farm Real Estate

 

 

226

 

 

 

—

 

 

 

—

 

 

 

38

 

 

 

264

 

Lease Financing Receivables

 

 

1,361

 

 

 

(90

)

 

 

25

 

 

 

(19

)

 

 

1,277

 

Consumer and Other

 

 

191

 

 

 

(14

)

 

 

8

 

 

 

14

 

 

 

199

 

Total

 

$

39,669

 

 

$

(976

)

 

$

343

 

 

$

1,248

 

 

$

40,284

 

 

For the three months ended March 31, 2026, the Company released $768 from the allowance for credit losses, as compared to a provision of $1,248 for the three months ended March 31, 2025. The Company experienced a decrease in the allowance for credit losses year-to-date as required by our current expected credit loss ("CECL") model primarily due to a decrease in loan balances from December 31, 2025. Lower provisions were primarily attributable to the slowdown in loan growth as total loans decreased $40.4 million for the three months ended March 31, 2026, compared to an increase of $22.8 million for the same period in 2025.

The determination of the balance of the allowance for credit losses is based on the CECL methodology and utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The methodology replaces the multiple existing impairment methods under prior GAAP, which generally require that a loss be incurred before it is recognized. In management’s judgment, the CECL methodology produces a result that is adequate to provide for future probable credit losses

The Company’s internally assigned risk grades are as follows:

•
Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.
•
Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.
•
Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that Civista will sustain some loss if the deficiencies are not corrected.
•
Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.
•
Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

 

Homogeneous loans, generally Residential Real Estate, Real Estate Construction, and Consumer and Other loans, are not risk-graded, except when collateral is used for a business purpose. These loans are monitored based on performance, with performing loans included as Pass and nonperforming loans included as Substandard.

Page 13

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Based on the most recent analysis performed, the risk category of loans at March 31, 2026, and year-to-date gross charge-offs as of March 31, 2026, by type and year of originations, was as follows:

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

2026

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

Prior

 

 

Loans

 

 

Total

 

Commercial & Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

20,442

 

 

$

48,553

 

 

$

45,497

 

 

$

35,100

 

 

$

19,412

 

 

$

19,685

 

 

$

95,300

 

 

$

283,989

 

Special Mention

 

 

—

 

 

 

658

 

 

 

217

 

 

 

214

 

 

 

1,063

 

 

 

2,305

 

 

 

8,307

 

 

 

12,763

 

Substandard

 

 

56

 

 

 

484

 

 

 

4,531

 

 

 

889

 

 

 

526

 

 

 

73

 

 

 

5,579

 

 

 

12,139

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,508

 

 

 

1,508

 

Total Commercial & Agriculture

 

$

20,498

 

 

$

49,694

 

 

$

50,246

 

 

$

36,203

 

 

$

21,000

 

 

$

22,064

 

 

$

110,694

 

 

$

310,400

 

Commercial & Agriculture:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

74

 

 

$

22

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate - Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

8,205

 

 

$

48,927

 

 

$

32,311

 

 

$

41,206

 

 

$

53,010

 

 

$

165,842

 

 

$

8,784

 

 

$

358,285

 

Special Mention

 

 

—

 

 

 

560

 

 

 

—

 

 

 

1,005

 

 

 

14,208

 

 

 

5,971

 

 

 

75

 

 

 

21,818

 

Substandard

 

 

—

 

 

 

—

 

 

 

1,715

 

 

 

197

 

 

 

1,384

 

 

 

5,929

 

 

 

1,458

 

 

 

10,683

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Commercial Real Estate - Owner Occupied

 

$

8,205

 

 

$

49,487

 

 

$

34,026

 

 

$

42,408

 

 

$

68,601

 

 

$

177,742

 

 

$

10,316

 

 

$

390,786

 

Commercial Real Estate - Owner Occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate - Non-Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

34,847

 

 

$

73,487

 

 

$

90,259

 

 

$

246,497

 

 

$

269,870

 

 

$

449,086

 

 

$

30,186

 

 

$

1,194,231

 

Special Mention

 

 

—

 

 

 

—

 

 

 

1,436

 

 

 

—

 

 

 

4,564

 

 

 

4,930

 

 

 

—

 

 

 

10,930

 

Substandard

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

389

 

 

 

27,231

 

 

 

—

 

 

 

27,619

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Commercial Real Estate - Non-Owner Occupied

 

$

34,847

 

 

$

73,487

 

 

$

91,695

 

 

$

246,497

 

 

$

274,824

 

 

$

481,246

 

 

$

30,186

 

 

$

1,232,781

 

Commercial Real Estate - Non-Owner Occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

484

 

 

$

—

 

 

$

484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

24,253

 

 

$

95,930

 

 

$

133,673

 

 

$

119,556

 

 

$

114,356

 

 

$

247,603

 

 

$

197,775

 

 

$

933,146

 

Special Mention

 

 

—

 

 

 

138

 

 

 

52

 

 

 

—

 

 

 

—

 

 

 

806

 

 

 

—

 

 

 

995

 

Substandard

 

 

—

 

 

 

—

 

 

 

-

 

 

 

542

 

 

 

1,547

 

 

 

4,385

 

 

 

1,343

 

 

 

7,817

 

Doubtful

 

 

—

 

 

 

—

 

 

 

1,020

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

447

 

 

 

1,466

 

Total Residential Real Estate

 

$

24,253

 

 

$

96,068

 

 

$

134,744

 

 

$

120,098

 

 

$

115,903

 

 

$

252,794

 

 

$

199,565

 

 

$

943,425

 

Residential Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

3

 

 

$

—

 

 

$

—

 

 

$

3

 

 

Page 14

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

2026

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

Prior

 

 

Loans

 

 

Total

 

Real Estate Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

13,360

 

 

$

120,374

 

 

$

16,437

 

 

$

49,644

 

 

$

23,594

 

 

$

9,808

 

 

$

13,717

 

 

$

246,934

 

Special Mention

 

 

—

 

 

 

—

 

 

 

6,617

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

6,617

 

Substandard

 

 

—

 

 

 

—

 

 

 

—

 

 

 

703

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

703

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Real Estate Construction

 

$

13,360

 

 

$

120,374

 

 

$

23,054

 

 

$

50,346

 

 

$

23,594

 

 

$

9,808

 

 

$

13,717

 

 

$

254,254

 

Real Estate Construction:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farm Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

942

 

 

$

1,490

 

 

$

866

 

 

$

2,630

 

 

$

489

 

 

$

20,080

 

 

$

3,224

 

 

$

29,722

 

Special Mention

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

461

 

 

 

535

 

 

 

1,452

 

 

 

2,448

 

Substandard

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

530

 

 

 

—

 

 

 

530

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Farm Real Estate

 

$

942

 

 

$

1,490

 

 

$

866

 

 

$

2,630

 

 

$

950

 

 

$

21,145

 

 

$

4,676

 

 

$

32,700

 

Farm Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Financing Receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

3,413

 

 

$

4,673

 

 

$

6,793

 

 

$

6,004

 

 

$

2,622

 

 

$

320

 

 

$

—

 

 

$

23,824

 

Special Mention

 

 

—

 

 

 

1,745

 

 

 

2,924

 

 

 

1,118

 

 

 

35

 

 

 

—

 

 

 

—

 

 

 

5,822

 

Substandard

 

 

—

 

 

 

36

 

 

 

1,170

 

 

 

1,584

 

 

 

257

 

 

 

—

 

 

 

—

 

 

 

3,047

 

Doubtful

 

 

—

 

 

 

—

 

 

 

-

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Lease Financing Receivables

 

$

3,413

 

 

$

6,454

 

 

$

10,886

 

 

$

8,706

 

 

$

2,914

 

 

$

320

 

 

$

—

 

 

$

32,693

 

Lease Financing Receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

115

 

 

$

95

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer and Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

468

 

 

$

25,227

 

 

$

1,298

 

 

$

2,121

 

 

$

1,211

 

 

$

844

 

 

$

1,417

 

 

$

32,586

 

Special Mention

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Substandard

 

 

—

 

 

 

—

 

 

 

2

 

 

 

11

 

 

 

16

 

 

 

14

 

 

 

—

 

 

 

43

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Consumer and Other

 

$

468

 

 

$

25,227

 

 

$

1,300

 

 

$

2,132

 

 

$

1,228

 

 

$

858

 

 

$

1,417

 

 

$

32,628

 

Consumer and Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

6

 

 

$

5

 

 

$

-

 

 

$

2

 

 

$

—

 

 

$

13

 

Total Loans

 

$

105,986

 

 

$

422,282

 

 

$

346,818

 

 

$

509,019

 

 

$

509,014

 

 

$

965,976

 

 

$

370,572

 

 

$

3,229,667

 

Total Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

195

 

 

$

122

 

 

$

3

 

 

$

486

 

 

$

—

 

 

$

806

 

 

Page 15

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The risk category of loans at December 31, 2025, and year-to-date gross charge-offs as of March 31, 2025, by type and year of originations, was as follows:

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

Prior

 

 

Loans

 

 

Total

 

Commercial & Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

55,108

 

 

$

49,767

 

 

$

32,413

 

 

$

21,623

 

 

$

15,222

 

 

$

8,323

 

 

$

100,299

 

 

$

282,755

 

Special Mention

 

 

686

 

 

 

—

 

 

 

331

 

 

 

1,142

 

 

 

2,426

 

 

 

61

 

 

 

7,381

 

 

 

12,027

 

Substandard

 

 

506

 

 

 

4,677

 

 

 

1,267

 

 

 

619

 

 

 

8

 

 

 

—

 

 

 

5,325

 

 

 

12,402

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,508

 

 

 

1,508

 

Total Commercial & Agriculture

 

$

56,300

 

 

$

54,444

 

 

$

34,011

 

 

$

23,384

 

 

$

17,656

 

 

$

8,384

 

 

$

114,513

 

 

$

308,692

 

Commercial & Agriculture:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

67

 

 

$

5

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

72

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate - Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

41,259

 

 

$

32,982

 

 

$

41,997

 

 

$

55,380

 

 

$

54,209

 

 

$

120,299

 

 

$

6,347

 

 

$

352,473

 

Special Mention

 

 

330

 

 

 

—

 

 

 

1,010

 

 

 

14,290

 

 

 

5,275

 

 

 

1,539

 

 

 

75

 

 

 

22,519

 

Substandard

 

 

—

 

 

 

—

 

 

 

1,514

 

 

 

2,930

 

 

 

—

 

 

 

4,617

 

 

 

1,494

 

 

 

10,555

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Commercial Real Estate - Owner Occupied

 

$

41,589

 

 

$

32,982

 

 

$

44,521

 

 

$

72,600

 

 

$

59,484

 

 

$

126,455

 

 

$

7,916

 

 

$

385,547

 

Commercial Real Estate - Owner Occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate - Non-Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

64,507

 

 

$

77,375

 

 

$

259,428

 

 

$

295,520

 

 

$

143,207

 

 

$

329,652

 

 

$

31,946

 

 

$

1,201,635

 

Special Mention

 

 

—

 

 

 

950

 

 

 

—

 

 

 

1,520

 

 

 

—

 

 

 

7,036

 

 

 

—

 

 

 

9,506

 

Substandard

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

14,593

 

 

 

12,799

 

 

 

—

 

 

 

27,392

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

484

 

 

 

—

 

 

 

484

 

Total Commercial Real Estate - Non-Owner Occupied

 

$

64,507

 

 

$

78,325

 

 

$

259,428

 

 

$

297,040

 

 

$

157,800

 

 

$

349,971

 

 

$

31,946

 

 

$

1,239,017

 

Commercial Real Estate - Non-Owner Occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

800

 

 

$

—

 

 

$

—

 

 

$

800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

98,026

 

 

$

145,132

 

 

$

126,021

 

 

$

114,905

 

 

$

91,029

 

 

$

160,969

 

 

$

198,707

 

 

$

934,789

 

Special Mention

 

 

139

 

 

 

55

 

 

 

—

 

 

 

—

 

 

 

551

 

 

 

270

 

 

 

350

 

 

 

1,365

 

Substandard

 

 

—

 

 

 

—

 

 

 

433

 

 

 

1,513

 

 

 

534

 

 

 

3,024

 

 

 

1,134

 

 

 

6,638

 

Doubtful

 

 

—

 

 

 

1,020

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

516

 

 

 

1,536

 

Total Residential Real Estate

 

$

98,165

 

 

$

146,207

 

 

$

126,454

 

 

$

116,418

 

 

$

92,114

 

 

$

164,263

 

 

$

200,707

 

 

$

944,328

 

Residential Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

Page 16

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

Prior

 

 

Loans

 

 

Total

 

Real Estate Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

116,268

 

 

$

39,988

 

 

$

75,744

 

 

$

23,121

 

 

$

4,041

 

 

$

7,282

 

 

$

11,304

 

 

$

277,748

 

Special Mention

 

 

—

 

 

 

6,678

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

6,678

 

Substandard

 

 

—

 

 

 

—

 

 

 

711

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

711

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Real Estate Construction

 

$

116,268

 

 

$

46,666

 

 

$

76,455

 

 

$

23,121

 

 

$

4,041

 

 

$

7,282

 

 

$

11,304

 

 

$

285,137

 

Real Estate Construction:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farm Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

2,220

 

 

$

1,606

 

 

$

2,710

 

 

$

1,709

 

 

$

2,600

 

 

$

20,683

 

 

$

3,133

 

 

$

34,661

 

Special Mention

 

 

—

 

 

 

—

 

 

 

450

 

 

 

461

 

 

 

—

 

 

 

679

 

 

 

1,027

 

 

 

2,617

 

Substandard

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

22

 

 

 

475

 

 

 

—

 

 

 

497

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Farm Real Estate

 

$

2,220

 

 

$

1,606

 

 

$

3,160

 

 

$

2,170

 

 

$

2,622

 

 

$

21,837

 

 

$

4,160

 

 

$

37,775

 

Farm Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Financing Receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

7,631

 

 

$

7,361

 

 

$

7,292

 

 

$

3,193

 

 

$

486

 

 

$

21

 

 

$

—

 

 

$

25,984

 

Special Mention

 

 

1,799

 

 

 

3,035

 

 

 

2,340

 

 

 

39

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

7,213

 

Substandard

 

 

43

 

 

 

1,363

 

 

 

235

 

 

 

265

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,906

 

Doubtful

 

 

—

 

 

 

—

 

 

 

-

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

-

 

Total Lease Financing Receivables

 

$

9,473

 

 

$

11,759

 

 

$

9,867

 

 

$

3,497

 

 

$

486

 

 

$

21

 

 

$

—

 

 

$

35,103

 

Lease Financing Receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

90

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer and Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

24,261

 

 

$

3,717

 

 

$

2,428

 

 

$

1,416

 

 

$

662

 

 

$

404

 

 

$

1,504

 

 

$

34,392

 

Special Mention

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3

 

 

 

3

 

Substandard

 

 

—

 

 

 

9

 

 

 

13

 

 

 

16

 

 

 

14

 

 

 

—

 

 

 

—

 

 

 

52

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Consumer and Other

 

$

24,261

 

 

$

3,726

 

 

$

2,441

 

 

$

1,432

 

 

$

676

 

 

$

404

 

 

$

1,507

 

 

$

34,447

 

Consumer and Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

5

 

 

$

5

 

 

$

4

 

 

$

—

 

 

$

—

 

 

$

14

 

Total Loans

 

$

412,783

 

 

$

375,715

 

 

$

556,337

 

 

$

539,662

 

 

$

334,879

 

 

$

678,617

 

 

$

372,053

 

 

$

3,270,046

 

Total Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

72

 

 

$

100

 

 

$

804

 

 

$

—

 

 

$

—

 

 

$

976

 

 

Page 17

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables include an aging analysis of the recorded investment in past due loans outstanding as of March 31, 2026 and December 31, 2025.

 

March 31, 2026

 

30-59
Days
Past Due

 

 

60-89
Days
Past Due

 

 

90 Days
or Greater
Past Due

 

 

Total Past
Due

 

 

Current

 

 

Total Loans

 

 

Past Due
90 Days
and
Accruing

 

Commercial & Agriculture

 

$

827

 

 

$

405

 

 

$

253

 

 

$

1,485

 

 

$

308,915

 

 

$

310,400

 

 

$

—

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

176

 

 

 

—

 

 

 

140

 

 

 

316

 

 

 

390,470

 

 

 

390,786

 

 

 

—

 

Non-Owner Occupied

 

 

1,436

 

 

 

389

 

 

 

8,496

 

 

 

10,321

 

 

 

1,222,460

 

 

 

1,232,781

 

 

 

—

 

Residential Real Estate

 

 

6,380

 

 

 

1,362

 

 

 

1,672

 

 

 

9,414

 

 

 

934,011

 

 

 

943,425

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

254,254

 

 

 

254,254

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

32,700

 

 

 

32,700

 

 

 

—

 

Lease Financing Receivables

 

 

770

 

 

 

—

 

 

 

105

 

 

 

875

 

 

 

31,818

 

 

 

32,693

 

 

 

229

 

Consumer and Other

 

 

93

 

 

 

16

 

 

 

22

 

 

 

131

 

 

 

32,497

 

 

 

32,628

 

 

 

—

 

Total

 

$

9,682

 

 

$

2,172

 

 

$

10,688

 

 

$

22,542

 

 

$

3,207,125

 

 

$

3,229,667

 

 

$

229

 

 

December 31, 2025

 

30-59
Days
Past Due

 

 

60-89
Days
Past Due

 

 

90 Days
or Greater
Past Due

 

 

Total Past
Due

 

 

Current

 

 

Total Loans

 

 

Past Due
90 Days
and
Accruing

 

Commercial & Agriculture

 

$

382

 

 

$

239

 

 

$

141

 

 

$

762

 

 

$

307,930

 

 

$

308,692

 

 

$

—

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

179

 

 

 

—

 

 

 

6

 

 

 

185

 

 

 

385,362

 

 

 

385,547

 

 

 

23

 

Non-Owner Occupied

 

 

8,332

 

 

 

—

 

 

 

1,130

 

 

 

9,462

 

 

 

1,229,555

 

 

 

1,239,017

 

 

 

—

 

Residential Real Estate

 

 

5,954

 

 

 

1,629

 

 

 

2,331

 

 

 

9,914

 

 

 

934,414

 

 

 

944,328

 

 

 

104

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

285,137

 

 

 

285,137

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

37,775

 

 

 

37,775

 

 

 

—

 

Lease Financing Receivables

 

 

1,301

 

 

 

1,240

 

 

 

454

 

 

 

2,995

 

 

 

32,108

 

 

 

35,103

 

 

 

335

 

Consumer and Other

 

 

115

 

 

 

37

 

 

 

47

 

 

 

199

 

 

 

34,248

 

 

 

34,447

 

 

 

—

 

Total

 

$

16,263

 

 

$

3,145

 

 

$

4,109

 

 

$

23,517

 

 

$

3,246,529

 

 

$

3,270,046

 

 

$

462

 

 

The following table presents loans on nonaccrual status as of March 31, 2026.

 

March 31, 2026

 

Nonaccrual loans with a related ACL

 

 

Nonaccrual loans without a related ACL

 

 

Total Nonaccrual loans

 

Commercial & Agriculture

 

$

6,633

 

 

$

4,008

 

 

$

10,641

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

185

 

 

 

1,440

 

 

 

1,625

 

Non-Owner Occupied

 

 

7,981

 

 

 

594

 

 

 

8,575

 

Residential Real Estate

 

 

6,102

 

 

 

1,945

 

 

 

8,047

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

365

 

 

 

365

 

Lease Financing Receivables

 

 

105

 

 

 

—

 

 

 

105

 

Consumer and Other

 

 

42

 

 

 

—

 

 

 

42

 

Total

 

$

21,048

 

 

$

8,352

 

 

$

29,400

 

 

Page 18

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following table presents loans on nonaccrual status as of December 31, 2025.

 

December 31, 2025

 

Nonaccrual loans with a related ACL

 

 

Nonaccrual loans without a related ACL

 

 

Total Nonaccrual loans

 

Commercial & Agriculture

 

$

6,312

 

 

$

4,042

 

 

$

10,354

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

53

 

 

 

2,778

 

 

 

2,831

 

Non-Owner Occupied

 

 

8,469

 

 

 

624

 

 

 

9,093

 

Residential Real Estate

 

 

6,202

 

 

 

1,535

 

 

 

7,737

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

-

 

Farm Real Estate

 

 

98

 

 

 

377

 

 

 

475

 

Lease Financing Receivables

 

 

291

 

 

 

—

 

 

 

291

 

Consumer and Other

 

 

53

 

 

 

—

 

 

 

53

 

Total

 

$

21,478

 

 

$

9,356

 

 

$

30,834

 

 

Nonaccrual Loans: Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. Payments received on nonaccrual loans are applied to the unpaid principal balance. A loan may be returned to accruing status only if one of two conditions are met: (1) the loan is well-secured and none of the principal and interest has been past due for a minimum of 90 days or (2) the principal and interest payments are reasonably assured and a sustained period of performance has occurred, generally six months.

Modifications to Borrowers Experiencing Financial Difficulty: There were two loans modified to a borrower experiencing financial difficulty during the three months ended March 31, 2026. There were no loans modified to borrowers experiencing financial difficulty during the three months ended March 31, 2025. The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each loan upon loan origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of loans to borrowers experiencing financial difficulty. The Company uses probability of default/loss given default, discounted cash flows or remaining life method to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.

Page 19

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of modification granted during the three months ended March 31, 2026. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of loan category is also presented below:

 

 

 

Loans Modifications Made to Borrowers Experiencing Financial Difficulty

 

 

Three Months Ended March 31, 2026

 

 

(Dollars in Thousands)

 

 

Term Extension

 

 

Loan Type

 

Amortized Cost Basis

 

 

Percent of total loans by
category

 

 

Commercial & Agriculture

 

$

—

 

 

 

—

 

 

Commercial Real Estate:

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

Residential Real Estate

 

 

—

 

 

 

—

 

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

Lease Financing Receivables

 

 

527

 

 

 

1.61

%

 

Consumer and Other

 

 

—

 

 

 

—

 

 

Total Loan Modifications

 

$

527

 

 

 

 

 

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty as of March 31, 2026.

 

March 31, 2026

Term Extension

Loan Type

Financial Effect

Commercial & Agriculture

 

Commercial Real Estate:

 

Owner Occupied

 

Non-Owner Occupied

 

Residential Real Estate

 

Real Estate Construction

 

Farm Real Estate

 

Lease Financing Receivables

 - 24 month term extension

Consumer and Other

 

 

 

 

There were no financial effects of the modifications to borrowers experiencing financial difficulty as of March 31, 2025.

 

Upon the Company's determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. The Company closely monitors the performance of the loans that were modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. There were no modified loans that had a payment default during the three months ended March 31, 2026 and March 31, 2025, and were modified during the twelve months prior to that default to borrowers experiencing financial difficulty.

 

Page 20

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following table presents the payment status of the loans that were modified to borrowers experiencing financial difficulties in the last twelve months ended March 31, 2026.

 

March 31, 2026

 

30-59
Days
Past Due

 

 

60-89
Days
Past Due

 

 

90 Days
or Greater
Past Due

 

 

Total Past
Due

 

Current

 

Non-Accrual

 

Commercial & Agriculture

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

$

5,867

 

$

5,856

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Residential Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

1,020

 

 

1,020

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Lease Financing Receivables

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

527

 

 

—

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Total

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

$

7,414

 

$

6,876

 

 

There were no loans to present the payment status for that were modified to borrowers experiencing difficulties for the last twelve months ended March 31, 2025.

Individually Evaluated Loans: Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, as well as Residential Real Estate and Consumer loans and Lease Financing Receivables that are part of a larger relationship are individually evaluated on a quarterly basis, when they do not share similar risk characteristics with the collectively evaluated pools. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. The Company’s policy for recognizing interest income on individually evaluated loans does not differ from its overall policy for interest recognition.

The following tables present the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to these loans as of March 31, 2026 and December 31, 2025.

 

March 31, 2026

 

Real Estate

 

 

Other

 

 

Allowance for Credit Losses

 

Commercial & Agriculture

 

$

—

 

 

$

2,653

 

 

$

259

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

1,440

 

 

 

—

 

 

 

—

 

Non-Owner Occupied

 

 

8,496

 

 

 

—

 

 

 

3,000

 

Residential Real Estate

 

 

1,945

 

 

 

—

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

365

 

 

 

—

 

 

 

—

 

Lease Financing Receivables

 

 

—

 

 

 

—

 

 

 

—

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

12,246

 

 

$

2,653

 

 

$

3,259

 

 

Page 21

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

Real Estate

 

 

Other

 

 

Allowance for Credit Losses

 

Commercial & Agriculture

 

$

—

 

 

$

2,687

 

 

$

248

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

2,778

 

 

 

—

 

 

 

—

 

Non-Owner Occupied

 

 

9,010

 

 

 

—

 

 

 

3,000

 

Residential Real Estate

 

 

1,536

 

 

 

—

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

377

 

 

 

—

 

 

 

—

 

Lease Financing Receivables

 

 

—

 

 

 

119

 

 

 

119

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

13,701

 

 

$

2,806

 

 

$

3,367

 

 

Collateral-dependent loans consist primarily of Residential Real Estate, Commercial Real Estate and Commercial & Agricultural loans. Individually evaluated loans are collateral-dependent when foreclosure is probable or when the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral. When a loan is deemed collateral-dependent, the level of credit loss is measured by the difference between amortized cost of the loan and the fair value of collateral adjusted for estimated cost to sell. In the case of Commercial & Agricultural loans secured by equipment, the fair value of the collateral is estimated by third-party valuation experts. Loan balances are charged down to the underlying collateral value when they are deemed uncollectible. Note that the Company did not elect to use the collateral maintenance agreement practical expedient available under CECL.

Foreclosed Assets Held For Sale

Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in Other assets on the Consolidated Balance Sheets. As of March 31, 2026 and December 31, 2025, there were no foreclosed assets included in other assets. As of March 31, 2026 and December 31, 2025, the Company had initiated formal foreclosure procedures on $1,028 and $1,228, respectively, of Residential Real Estate loans.

Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from a contractual obligation to extend credit, such as a loan commitment, credit line, letter of credit, or overdraft protection. The allowance for credit losses on off-balance sheet credit exposures is recorded within Accrued expenses and other liabilities on the Consolidated Balance Sheets with adjustments recorded in Provision for credit losses on the Consolidated Statements of Operations. The estimated credit loss includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate of expected credit loss is based on the historical loss rate for the loan class in which the loan commitments would be classified if funded.

The following table lists the allowance for credit losses on off-balance sheet credit exposures as of the three months ended March 31, 2026 and March 31, 2025:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

2025

 

Beginning of Period

 

$

3,236

 

 

3,380

 

Provision for

 

 

139

 

 

319

 

End of Period

 

$

3,375

 

$

3,699

 

 

Page 22

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(6) Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax for the three month periods ended March 31, 2026 and March 31, 2025.

 

 

 

For the Three-Month Period Ended

 

 

For the Three-Month Period Ended

 

 

 

March 31, 2026(a)

 

 

March 31, 2025(a)

 

 

 

Unrealized
Gains (Losses) on
Available-for-
Sale
Securities (a)

 

 

Defined
Benefit
Pension
Items (a)

 

 

Cashflow Hedge (a)

 

 

Total (a)

 

 

Unrealized
Gains (Losses) on
Available-for-
Sale
Securities (a)

 

 

Defined
Benefit
Pension
Items (a)

 

 

Total (a)

 

Beginning balance

 

$

(35,522

)

 

$

(4,735

)

 

$

(58

)

 

$

(40,315

)

 

$

(48,851

)

 

$

(4,506

)

 

$

(53,357

)

Other comprehensive gain (loss) before reclassifications

 

 

(3,121

)

 

 

—

 

 

 

232

 

 

 

(2,889

)

 

 

1,196

 

 

 

212

 

 

 

1,408

 

Ending balance

 

$

(38,643

)

 

$

(4,735

)

 

$

174

 

 

$

(43,204

)

 

$

(47,655

)

 

$

(4,294

)

 

$

(51,949

)

 

(a) Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

There were no amounts reclassified out of any component of accumulated other comprehensive income (loss) for the three month periods ended March 31, 2026 and March 31, 2025.

(7) Goodwill and Intangible Assets

The carrying amount of goodwill was $130,438 at both March 31, 2026 and December 31, 2025.

Acquired intangible assets, other than goodwill, as of March 31, 2026 and December 31, 2025 were as follows:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

Core deposit intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

19,643

 

 

$

9,922

 

 

$

9,721

 

 

 

19,643

 

 

 

9,226

 

 

$

10,417

 

Total core deposit intangible assets

 

$

19,643

 

 

$

9,922

 

 

$

9,721

 

 

$

19,643

 

 

$

9,226

 

 

$

10,417

 

 

Aggregate core deposit intangible amortization expense was $696 and $332 for the three months ended March 31, 2026 and 2025, respectively.

 

Activity for mortgage servicing rights ("MSRs") for the three months ended March 31, 2026 and March 31, 2025 was as follows:

 

 

 

Three Months Ended March 31,

 

 

 

 

2026

 

 

2025

 

 

Mortgage Servicing Rights:

 

 

 

 

 

 

 

Balance at Beginning of Period

 

$

2,683

 

 

$

2,877

 

 

Additions

 

 

13

 

 

 

24

 

 

Additions from acquisition

 

 

—

 

 

 

—

 

 

Disposals

 

 

—

 

 

 

—

 

 

Amortized to expense

 

 

(81

)

 

 

(69

)

 

Other charges

 

 

—

 

 

 

—

 

 

Change in valuation allowance

 

 

—

 

 

 

—

 

 

Balance at End of Period

 

$

2,615

 

 

$

2,832

 

 

 

Page 23

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

There was no valuation allowance for the three months ended March 31, 2026 and March 31, 2025.

 

Estimated amortization expense for each of the next five years and thereafter is as follows:

 

 

 

MSRs

 

 

Core deposit
intangibles

 

 

Total

 

2026(1)

 

$

115

 

 

$

2,015

 

 

$

2,130

 

2027

 

 

152

 

 

 

2,395

 

 

 

2,547

 

2028

 

 

147

 

 

 

1,923

 

 

 

2,070

 

2029

 

 

145

 

 

 

1,218

 

 

 

1,363

 

2030

 

 

144

 

 

 

944

 

 

 

1,088

 

Thereafter

 

 

1,912

 

 

 

1,226

 

 

 

3,138

 

 

$

2,615

 

 

$

9,721

 

 

$

12,336

 

(1) 2026 includes nine months of amortization expense for the period from April 1, 2026 through December 31, 2026.

(8) Short-Term and Other Borrowings

Short-term borrowings, which consist of federal funds purchased and short-term FHLB advances, are summarized as follows:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Short-term
Borrowings

 

 

Short-term
Borrowings

 

Fed Funds Purchased

 

$

—

 

 

$

—

 

FHLB Advances:

 

 

 

 

 

 

  Single maturity fixed rate advances

 

$

100,000

 

 

$

100,000

 

  Interest rate on balance

 

 

3.82

%

 

 

3.81

%

  Overnight advances

 

$

—

 

 

$

75,000

 

  Interest rate on balance

 

 

—

 

 

 

3.81

%

Total Short-term FHLB Advances

 

$

100,000

 

 

$

175,000

 

 

The single maturity fixed rate advances consisted of one advance that matures on May 18, 2026.

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

 

 

Short-term
Borrowings

 

 

Short-term
Borrowings

 

Maximum indebtedness

 

$

270,500

 

 

$

394,000

 

Rate

 

 

3.71

%

 

 

4.42

%

End of period balance

 

$

100,000

 

 

$

360,000

 

Rate

 

 

3.82

%

 

 

4.42

%

Average balance

 

$

148,656

 

 

$

355,589

 

Rate

 

 

3.77

%

 

 

4.42

%

 

Average balance during the period represents daily averages. Average rate paid represents interest expense divided by the related average balances.

 

Page 24

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following table summarizes the Company's subordinated debentures at March 31, 2026 and December 31, 2025.

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Subordinated
Debentures

 

 

Subordinated
Debentures

 

Subordinated Debentures:

 

 

 

 

 

 

First Citizens Statutory Trust II

 

$

7,732

 

 

$

7,732

 

First Citizens Statutory Trust III

 

 

12,887

 

 

 

12,887

 

First Citizens Statutory Trust IV

 

 

5,155

 

 

 

5,155

 

Futura TPF Trust I

 

 

2,578

 

 

 

2,578

 

Futura TPF Trust II

 

 

1,997

 

 

 

1,997

 

Long-Term Subordinated Debentures, net of unamortized debt issuance costs

 

 

73,927

 

 

 

73,885

 

Total Subordinated Debentures

 

$

104,276

 

 

$

104,234

 

 

Other borrowings, which consist of secured borrowings from other institutions for the right to participate in the future payments of specific leases originated by the CLF division of Civista, totaled $3,594 and $4,090 at March 31, 2026 and December 31, 2025, respectively. The weighted average rate on these borrowings was 8.31% and 8.22% at March 31, 2026 and December 31, 2025, respectively. The weighted average life was 22 months and 23 months at March 31, 2026 and December 31, 2025, respectively.

(9) Earnings per Common Share

The Company has granted restricted stock awards with non-forfeitable rights (with respect to dividends), which are considered participating securities. Accordingly, earnings per common share are computed using the two-class method as required by ASC 260-10-45. Basic earnings per common share are computed as net income available to common shareholders divided by the weighted average number of common shares outstanding during the period, which excludes the participating securities. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the Company’s equity incentive plan, computed using the treasury stock method. The Company had no dilutive securities for the three months ended March 31, 2026 and March 31, 2025.

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Basic

 

 

 

 

 

 

Net income

 

$

14,989

 

 

$

10,168

 

Less allocation of earnings and dividends to participating securities

 

 

28

 

 

 

44

 

Net income available to common shareholders—basic

 

$

14,961

 

 

$

10,124

 

Weighted average common shares outstanding

 

 

20,745,499

 

 

 

15,488,813

 

Less average participating securities

 

 

39,169

 

 

 

66,711

 

Weighted average number of shares outstanding used in the calculation of basic earnings per common share

 

 

20,706,330

 

 

 

15,422,102

 

Earnings per common share:

 

 

 

 

 

 

Basic

 

$

0.72

 

 

$

0.66

 

Diluted

 

 

0.72

 

 

 

0.66

 

 

Page 25

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(10) Commitments, Contingencies and Off-Balance Sheet Risk

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customers’ financing needs. These are agreements to provide credit or to support the credit of others, as long as the conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of commitment. The contractual amounts of financial instruments with off-balance-sheet risk were as follows at March 31, 2026 and December 31, 2025:

 

 

Contract Amount

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Fixed Rate

 

 

Variable
Rate

 

 

Fixed Rate

 

 

Variable
Rate

 

Commitment to extend credit:

 

 

 

 

 

 

 

 

 

 

 

 

Lines of credit and construction loans

 

$

38,940

 

 

$

669,101

 

 

$

34,580

 

 

$

652,725

 

Overdraft protection

 

 

10

 

 

 

45,654

 

 

 

10

 

 

 

51,961

 

Letters of credit

 

 

16

 

 

 

77

 

 

 

16

 

 

 

82

 

Total

 

$

38,966

 

 

$

714,832

 

 

$

34,606

 

 

$

704,768

 

Commitments to make loans are generally made for a period of one year or less. Fixed rate loan commitments included in the table above had interest rates ranging from 3.10% to 7.8% at March 31, 2026 and from 3.1% to 8.0% at December 31, 2025. Maturities extend up to 30 years.

(11) Pension Information

The Company sponsors a pension plan which is a noncontributory defined benefit retirement plan. Annual payments, subject to the maximum amount deductible for federal income tax purposes, are made to a pension trust fund. In 2006, the Company amended the pension plan to provide that no employee could be added as a participant to the pension plan after December 31, 2006. In 2014, the Company amended the pension plan again to provide that no additional benefits would accrue beyond April 30, 2014.

Net periodic pension cost was as follows:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Service cost

 

$

—

 

 

$

—

 

Interest cost

 

 

94

 

 

 

96

 

Expected return on plan assets

 

 

(108

)

 

 

(116

)

Other components

 

 

—

 

 

 

—

 

Net periodic pension benefit

 

$

(14

)

 

$

(20

)

The Company does not expect to make any contribution to its pension plan in 2026. The Company made no contribution to its pension plan in 2025.

(12) Equity Incentive Plan

At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorized the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. The 2014 Incentive Plan expired in accordance with its terms on April 16, 2024, and no further awards may be granted under the 2014 Incentive Plan after April 16, 2024. On February 20, 2024, the Company's Board of Directors adopted the Civista Bancshares, Inc. 2024 Incentive Plan (the "2024 Incentive Plan"), which was subsequently approved by the shareholders of the Company at the Annual Meeting of Shareholders held on April 16, 2024. The 2024 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 450,000 common shares of the Company. There were 340,377 shares available for grants under the 2024 Incentive Plan at March 31, 2026.

Page 26

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

No options were granted under the 2024 Incentive Plan during the three months ended March 31, 2026 and March 31, 2025.

 

In each of the past several years, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-year or five-year period following the grant date. Once an employee attains the stated retirement age of 62, any granted and/or unvested restricted shares becomes immediately vested per the plan. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares awarded under the Company’s incentive plans. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

 

The Company classifies share-based compensation for employees with “Compensation expense” in the Consolidated Statements of Operations.

The following is a summary of the Company’s outstanding restricted common shares and changes therein for the three months ended March 31, 2026:

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

 

 

Number of
Restricted
Shares

 

 

Weighted
Average Grant
Date Fair Value

 

Nonvested at beginning of period

 

 

90,155

 

 

$

19.72

 

Granted

 

 

51,378

 

 

 

24.87

 

Vested

 

 

(62,527

)

 

 

20.92

 

Forfeited

 

 

—

 

 

 

—

 

Nonvested at end of period

 

 

79,006

 

 

$

22.12

 

 

The following is a summary of the status of the Company’s outstanding restricted common shares as of March 31, 2026:

 

At March 31, 2026

 

Date of Award

 

Shares

 

 

Remaining Expense

 

 

Remaining Vesting
Period (Years)

 

March 3, 2022

 

 

1,467

 

 

 

27

 

 

 

0.75

 

March 14, 2023

 

 

4,373

 

 

 

87

 

 

 

1.75

 

March 12, 2024

 

 

10,931

 

 

 

158

 

 

 

2.75

 

March 12, 2024

 

 

2,586

 

 

 

28

 

 

 

0.75

 

September 9, 2024

 

 

858

 

 

 

10

 

 

 

1.50

 

March 11, 2025

 

 

13,002

 

 

 

258

 

 

 

3.75

 

March 11, 2025

 

 

7,269

 

 

 

135

 

 

 

1.75

 

March 13, 2026

 

 

15,317

 

 

 

373

 

 

 

5.00

 

March 13, 2026

 

 

23,203

 

 

 

556

 

 

 

3.00

 

 

 

 

79,006

 

 

 

1,632

 

 

 

3.16

 

 

The Company recorded $719 and $155 of share-based compensation expense during the three months ended March 31, 2026 and March 31, 2025, respectively. At March 31, 2026, the total compensation cost related to unvested awards not yet recognized was $1,632, which was expected to be recognized over the weighted average remaining life of the grants of 3.16 years.

(13) Fair Value Measurement

The Company uses a fair value hierarchy to measure fair value. This hierarchy describes three levels of inputs that may be used to measure fair value: Level 1: Quoted prices for identical assets in active markets that are identifiable on the measurement date; Level 2: Significant other observable inputs, such as quoted prices for similar assets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data; and Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.

Page 27

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Securities available for sale: The fair values of securities available for sale are based on quoted prices, if available. If quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Equity securities: The Company’s equity securities are not actively traded in an open market. The fair value of these equity securities not actively traded in an open market is determined by using market data inputs for similar securities that are observable (Level 2 inputs).

Swap assets/liabilities: The fair values of interest rate swap positions, both assets and liabilities, are based on valuation pricing models using an income approach reflecting readily observable market parameters such as interest rate yield curves (Level 2).

Collateral Dependent Loans: The Company generally measures the fair value of collateral dependent loans based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for credit losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table below as a Level 3 measurement.

 

Appraisals for individually analyzed collateral-dependent loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Company’s asset quality or collections department reviews the assumptions and approaches utilized in the appraisal. Appraisal values are discounted from 0% to 30% to account for other factors that may impact the value of collateral.

Assets and liabilities measured at fair value are summarized in the tables below.

 

 

Fair Value Measurements at March 31, 2026 Using:

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

Securities available-for-sale

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

32,475

 

 

$

—

 

 

$

—

 

Obligations of U.S. Government agencies

 

 

—

 

 

 

25,079

 

 

$

—

 

Obligations of states and political subdivisions

 

 

—

 

 

 

317,366

 

 

 

—

 

Mortgage-backed securities in government sponsored
   entities

 

 

—

 

 

 

304,817

 

 

 

—

 

Total securities available-for-sale

 

 

32,475

 

 

$

647,262

 

 

 

—

 

Equity securities

 

 

—

 

 

 

2,725

 

 

 

—

 

Swap asset

 

 

—

 

 

 

2,716

 

 

 

—

 

Liabilities measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

Swap liability

 

$

—

 

 

$

5,853

 

 

$

—

 

Assets measured at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

Collateral-dependent loans

 

$

—

 

 

$

—

 

 

$

11,640

 

 

Page 28

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

Fair Value Measurements at December 31, 2025 Using:

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

Securities available-for-sale

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

33,902

 

 

$

—

 

 

$

—

 

Obligations of U.S. Government agencies

 

 

—

 

 

 

27,115

 

 

 

—

 

Obligations of states and political subdivisions

 

 

—

 

 

 

324,798

 

 

 

—

 

Mortgage-backed securities in government
   sponsored entities

 

 

—

 

 

 

296,093

 

 

 

—

 

Total securities available-for-sale

 

 

33,902

 

 

 

648,006

 

 

 

—

 

Equity securities

 

 

—

 

 

 

2,692

 

 

 

—

 

Swap asset

 

 

—

 

 

 

3,494

 

 

 

—

 

Liabilities measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

Swap liability

 

$

—

 

 

$

5,748

 

 

$

—

 

Assets measured at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

Collateral-dependent loans

 

$

—

 

 

$

—

 

 

$

13,140

 

 

The following tables present quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at March 31, 2026 and December 31, 2025.

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

March 31, 2026

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Range

 

Weighted Average

Collateral-dependent loans

 

$

11,640

 

 

Appraisals which utilize sales comparison, net income and cost approach

 

Discounts for collection issues and changes in market conditions

 

10 - 61%

 

44%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2025

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Range

 

Weighted Average

Collateral-dependent loans

 

$

13,140

 

 

Appraisals which utilize sales comparison, net income and cost approach

 

Discounts for collection issues and changes in market conditions

 

10 - 61%

 

42%

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Financial Instruments

 

Much of the information used to arrive at “fair value” is highly subjective and judgmental in nature and therefore the results may not be precise. Subjective factors include, among other things, estimated cash flows, risk characteristics and interest rates, all of which are subject to change. With the exception of investment securities, the Company’s financial instruments are not readily marketable and market prices do not exist. Since negotiated prices for the instruments, which are not readily marketable, depend greatly on the motivation of the buyer and seller, the amounts that will actually be realized or paid per settlement or maturity of these instruments could be significantly different.

 

The carrying amounts of cash and cash equivalents, accrued interest receivable, short-term FHLB advances and accrued interest payable, as a result of their short-term nature, are considered to be equal to fair value and are classified as Level 1.

 

Page 29

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The carrying amounts of investments in time deposits are based on commitments per the contractual agreement and are classified as Level 2.

 

The carrying amount of other securities, which consist of FHLB and other bank stock, approximates fair value as the stock is nonmarketable and has restrictions placed on its transferability and are classified as Level 2.

 

The fair value of loans held for sale is based on commitments on hand from investors or prevailing market prices and are classified as Level 2.

 

The Company uses an exit price income approach to determine the fair value of the loan and lease portfolio. The model utilizes a discounted cash flow approach to estimate the fair value of the loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. The discounted cash flow approach models the credit losses directly in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications. For all periods presented, the estimated fair value of individually analyzed loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All loans and leases are classified as Level 3 within the valuation hierarchy.

 

The fair values of noninterest-bearing deposits, which consist of non-interest bearing deposits, savings, NOW, and money market accounts, are considered equal to the amount payable on demand at the reporting date (i.e., carrying value) and are classified as Level 1. Fair values of time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 3 classification.

 

The fair values of subordinated debentures are estimated using a discounted cash flow calculation that applies interest rates currently being offered on subordinated debentures to the schedule of maturities on the subordinated debt tranches resulting in a Level 3 classification.

 

FHLB advances with maturities greater than 90 days and other borrowings are valued based on a discounted cash flow analysis, using interest rates currently being quoted for similar characteristics and maturities resulting in a Level 3 classification.

 

The carrying amount and fair value of financial instruments carried at amortized cost were as follows:

March 31, 2026

 

Carrying
Amount

 

 

Total
Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

83,525

 

 

$

83,525

 

 

$

83,525

 

 

$

—

 

 

$

—

 

Investments in time deposits

 

 

2,880

 

 

 

2,880

 

 

 

—

 

 

 

2,880

 

 

 

—

 

Other securities

 

 

25,144

 

 

 

25,144

 

 

 

—

 

 

 

25,144

 

 

 

—

 

Loans, held for sale

 

 

6,940

 

 

 

6,940

 

 

 

—

 

 

 

6,940

 

 

 

—

 

Loans and leases, net of allowance

 

 

3,189,131

 

 

 

3,112,683

 

 

 

—

 

 

 

—

 

 

 

3,112,683

 

Accrued interest receivable

 

 

14,777

 

 

 

14,777

 

 

 

14,777

 

 

 

—

 

 

 

—

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonmaturing deposits

 

 

2,416,467

 

 

 

2,416,467

 

 

 

2,416,467

 

 

 

—

 

 

 

—

 

Time deposits

 

 

1,085,423

 

 

 

1,086,508

 

 

 

—

 

 

 

—

 

 

 

1,086,508

 

Short-term FHLB advances

 

 

100,000

 

 

 

100,000

 

 

 

100,000

 

 

 

—

 

 

 

—

 

Long-term FHLB advances

 

 

739

 

 

 

723

 

 

 

—

 

 

 

—

 

 

 

723

 

Subordinated debentures

 

 

104,276

 

 

 

102,208

 

 

 

—

 

 

 

—

 

 

 

102,208

 

Other borrowings

 

 

3,594

 

 

 

3,594

 

 

 

—

 

 

 

—

 

 

 

3,594

 

Accrued interest payable

 

 

4,914

 

 

 

4,914

 

 

 

4,914

 

 

 

—

 

 

 

—

 

 

Page 30

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

December 31, 2025

 

Carrying
Amount

 

 

Total
Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

77,320

 

 

$

77,320

 

 

$

77,320

 

 

$

—

 

 

$

—

 

Investments in time deposits

 

 

1,165

 

 

 

1,165

 

 

 

—

 

 

 

1,165

 

 

 

—

 

Other securities

 

 

25,942

 

 

 

25,942

 

 

 

—

 

 

 

25,942

 

 

 

—

 

Loans, held for sale

 

 

7,180

 

 

 

7,180

 

 

 

—

 

 

 

7,180

 

 

 

—

 

Loans and leases, net of allowance

 

 

3,228,026

 

 

 

3,134,413

 

 

 

—

 

 

 

—

 

 

 

3,134,413

 

Accrued interest receivable

 

 

14,436

 

 

 

14,436

 

 

 

14,436

 

 

 

—

 

 

 

—

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonmaturing deposits

 

 

2,339,170

 

 

 

2,339,170

 

 

 

2,339,170

 

 

 

—

 

 

 

—

 

Time deposits

 

 

1,127,294

 

 

 

1,129,549

 

 

 

—

 

 

 

—

 

 

 

1,129,549

 

Short-term FHLB advances

 

 

175,000

 

 

 

175,000

 

 

 

175,000

 

 

 

—

 

 

 

—

 

Long-term FHLB advances

 

 

855

 

 

 

838

 

 

 

—

 

 

 

—

 

 

 

838

 

Subordinated debentures

 

 

104,234

 

 

 

102,843

 

 

 

—

 

 

 

—

 

 

 

102,843

 

Other borrowings

 

 

4,090

 

 

 

4,090

 

 

 

—

 

 

 

—

 

 

 

4,090

 

Accrued interest payable

 

 

5,393

 

 

 

5,393

 

 

 

5,393

 

 

 

—

 

 

 

—

 

 

(14) Derivatives

Risk Management Objective Using Derivatives

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments.

Interest Rate Swaps Designated as Cash Flow Hedges

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. In September 2025, the Company entered into a derivative instrument designated as a cash flow hedge. For a derivative instrument that is designated as a cash flow hedge, the aggregate fair value of the swaps is recorded in swap assets or swap liabilities with changes in fair value recorded in other comprehensive income (loss), net of tax. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Page 31

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

An interest rate swap with a notional amount totaling $100.0 million as of March 31, 2026 was designated as a cash flow hedge to manage the risk of variability in cash flows (future interest payments) attributable to changes in the contractually specified benchmark interest rate on the Company's short-term fixed rate FHLB advances. The gross aggregate fair value of the swap was $223 and is recorded in Swap assets in the Consolidated Balance Sheets at March 31, 2026, with changes recorded in Other comprehensive income (loss). Amounts reported in Accumulated other comprehensive income related to this derivative will be reclassified to interest expense as interest payments are paid on the Company's short-term fixed rate FHLB advances. The hedge was executed to pay fixed and receive variable rate cash flows. The hedge was determined to be effective during the period and the Company expects the hedge to remain effective during the remaining term of the swap. A summary of the interest rate swap designated as a cash flow hedge is presented below (dollars in thousands):

 

 

 

 

March 31, 2026

 

 

December 31 2025

 

Notational amount Cash Flow Hedge

 

 

$

100,000

 

 

$

100,000

 

Weighted average fixed pay rates

 

 

 

3.408

%

 

 

3.408

%

Weighted average variable SOFR receive rates

 

 

 

3.66

%

 

 

3.69

%

Weighted average remaining maturity (in years)

 

 

 

0.9

 

 

 

1.2

 

Fair Value

 

 

$

223

 

 

$

(74

)

 

Non-designated Hedges

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. To accommodate customer need and to support the Company’s asset/liability positioning, on occasion the Company enters into interest rate swaps with a customer and a bank counterparty. The interest rate swaps are free-standing derivatives and are recorded at fair value. The Company enters into a floating rate loan and a fixed rate swap with our customer. Simultaneously, the Company enters into an offsetting fixed rate swap with a bank counterparty. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay a bank counterparty the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These transactions allow the Company’s customer to effectively convert variable rate loans to fixed rate loans. Since the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not significantly impact the Company’s results of operations. These derivatives are not designated as hedging instruments and changes in fair value are recognized directly in earnings.

The Company presents non-designated derivative positions gross on the Consolidated Balance Sheets for customers and net for financial institution counterparty positions subject to master netting arrangements. The fair value on the asset side was reduced by the margin call adjustment per the Company's netting arrangement in the amounts of $3,360 and $2,180 as of March 31, 2026 and December 31, 2025, respectively.

Page 32

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following table reflects the derivative instruments not designated as hedging instruments recorded on the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Notional
Amount

 

 

Fair Value

 

 

Notional
Amount

 

 

Fair Value

 

Included in Swap assets:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps with loan customers in an
   asset position

 

$

111,766

 

 

$

2,053

 

 

$

114,463

 

 

$

2,792

 

Counterparty positions with financial institutions
   in an asset position

 

 

239,831

 

 

 

3,800

 

 

 

244,495

 

 

 

2,882

 

Total before netting adjustments

 

 

 

 

 

5,853

 

 

 

 

 

 

5,674

 

Netting adjustments - cash collateral posted by counterparties*

 

 

 

 

 

(3,360

)

 

 

 

 

 

(2,180

)

Total Swap assets

 

 

 

 

$

2,493

 

 

 

 

 

$

3,494

 

Included in Swap liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps with loan customers in a
   liability position

 

$

128,065

 

 

$

5,853

 

 

$

130,032

 

 

$

5,674

 

   Counterparty positions with financial institutions
   in a liability position

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total before netting adjustments

 

 

 

 

 

5,853

 

 

 

 

 

 

5,674

 

Netting adjustments - cash collateral posted to counterparties**

 

 

 

 

 

—

 

 

 

 

 

 

—

 

Total Swap liabilities

 

 

 

 

$

5,853

 

 

 

 

 

$

5,674

 

*Cash collateral posted by counterparties represents the obligation to return cash collateral received from counterparties.

 

 

 

 

 

 

 

 

 

 

 

 

**Cash collateral posted to counterparties represents the right to reclaim cash collateral that was paid to counterparties.

 

 

 

 

 

 

 

 

 

 

 

 

Gross notional positions with customers

 

$

239,831

 

 

 

 

 

$

244,495

 

 

 

 

Gross notional positions with financial institution
   counterparties

 

$

239,831

 

 

 

 

 

$

244,495

 

 

 

 

 

The Company monitors and controls these derivative products with a comprehensive Board of Director approved commercial loan swap policy. Transactions must be approved in advance by the Lenders Loan Committee or the Board of Directors. The Company classifies changes in fair value of derivative instruments not designated as hedging instruments in Other noninterest income in the Consolidated Statements of Operation. There was no gain or loss recognized on derivative instruments not designated as hedging instruments for the period ended March 31, 2026 or the period ended March 31, 2025.

At March 31, 2026 and December 31, 2025, the Company did not have any cash or securities pledged for collateral on its interest rate swaps with third party financial institutions. Cash pledged for collateral on interest rate swaps is classified as restricted cash on the Consolidated Balance Sheets.

(15) Qualified Affordable Housing Project Investments

The Company invests in certain qualified affordable housing projects. At March 31, 2026 and December 31, 2025, the balance of the Company's investments in qualified affordable housing projects was $16,014 and $16,386, respectively. These balances are reflected in the Other assets line on the Consolidated Balance Sheets. The unfunded commitments related to the investments in qualified affordable housing projects totaled $4,617 and $5,113 at March 31, 2026 and December 31, 2025, respectively. These balances are reflected in the Accrued expenses and other liabilities line on the Consolidated Balance Sheets.

Page 33

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

During the three months ended March 31, 2026 and 2025, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $371 and $350, respectively, offset by tax credits and other benefits from its investments in affordable housing tax credits of $456 and $416 respectively. During the three months ended March 31, 2026 and 2025, the Company did not incur any impairment losses related to its investments in qualified affordable housing projects.

 

 

(16) Revenue Recognition

The Company accounts for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers. Revenue associated with financial instruments, including revenue from loans and securities, are outside the scope of ASC 606 and accounted for under other existing GAAP. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of the guidance. Noninterest revenue streams in-scope of ASC 606 are discussed below.

Service Charges

 

Service charges consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

ATM/Interchange Fees

 

ATM and Interchange Fees are primarily comprised of debit and credit card income, ATM fees and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. The Company’s performance obligation for ATM and Interchange Fees are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Wealth Management Fees

 

Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received in the following month through a direct charge to customers’ accounts. The Company does not earn performance-based incentives.

Other

 

Other noninterest income consists of other recurring revenue streams such as check order fees, wire transfer fees, safety deposit box rental fees, item processing fees and other miscellaneous revenue streams. Check order income mainly represents fees charged to customers for checks. Wire transfer fees represent revenue from processing wire transfers. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Item processing fee income represents fees charged to other financial institutions for processing their transactions. Payment is typically received in the following month.

 

Page 34

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three months ended March 31, 2026 and 2025.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Noninterest Income

 

 

 

 

 

 

In-scope of Topic 606:

 

 

 

 

 

 

Service charges

 

$

1,714

 

 

$

1,524

 

ATM/Interchange fees

 

 

1,386

 

 

 

1,326

 

Wealth management fees

 

 

1,433

 

 

 

1,340

 

Other

 

 

282

 

 

 

605

 

Noninterest Income (in-scope of Topic 606)

 

 

4,815

 

 

 

4,795

 

Noninterest Income (out-of-scope of Topic 606)

 

 

4,616

 

 

 

3,065

 

Total Noninterest Income

 

$

9,431

 

 

$

7,860

 

 

(17) Leases

 

We have operating leases for several branch locations and office space. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. We also lease certain office equipment under operating leases. Many of our leases include both lease (e.g., minimum rent payments) and non-lease (e.g., common-area or other maintenance costs) components. The Company accounts for each component separately based on the standalone price of each component. In addition, we have several operating leases with lease terms of less than one year and therefore, we have elected the practical expedient to exclude these short-term leases from our right-of-use ("ROU") assets and lease liabilities.

Most leases include one or more options to renew. The exercise of lease renewal options is typically at our sole discretion. Renewals to extend the lease terms are only included in our ROU assets and lease liabilities when it is reasonably certain they will be exercised.

As most of our leases do not provide an implicit rate, we use the fully collateralized FHLB borrowing rate, commensurate with the lease terms based on the information available at the lease commencement date in determining the present value of the lease payments.

The balance sheet information related to our operating leases were as follows as of March 31, 2026 and December 31, 2025:

 

 

 

Classification on the Consolidated Balance Sheet

 

March 31, 2026

 

 

December 31, 2025

 

Assets:

 

 

 

 

 

 

 

 

Operating lease

 

Other assets

 

$

2,221

 

 

$

2,387

 

Liabilities:

 

 

 

 

 

 

 

 

Operating lease

 

Accrued expenses and other liabilities

 

$

2,221

 

 

$

2,387

 

 

The cost components of our operating leases were as follows for the three months ended March 31, 2026 and March 31, 2025:

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2026

 

 

2025

 

 

Lease cost

 

 

 

 

 

 

 

Operating lease cost

 

$

207

 

 

$

205

 

 

Short-term lease cost

 

 

12

 

 

 

33

 

 

Sublease income

 

 

(5

)

 

 

(5

)

 

Total lease cost

 

$

214

 

 

$

233

 

 

 

Page 35

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Maturities of our lease liabilities for all operating leases for each of the next five years and thereafter is as follows:

 

 

 

 

 

2026 (1)

 

$

566

 

2027

 

 

740

 

2028

 

 

583

 

2029

 

 

395

 

2030

 

 

78

 

Thereafter

 

 

—

 

Total lease payments

 

$

2,362

 

Less: Imputed Interest

 

 

141

 

Present value of lease liabilities

 

$

2,221

 

 

(1) 2026 includes lease payments from April 1, 2026 through December 31, 2026.

 

The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of March 31, 2026:

 

 

 

 

 

Weighted-average remaining lease term-operating leases (years)

 

 

3.26

 

Weighted-average discount rate-operating leases

 

 

3.88

%

 

The Company is the lessor of equipment under operating leases to a wide variety of customers, from commercial and industrial to government and healthcare. The operating lease assets are presented on the Consolidated Balance Sheets as Premises and equipment. The Company records lease revenue over the term of the lease and retains ownership of the related assets which are depreciated over the estimated useful life, normally two to six years.

 

The Company also leases equipment to customers under direct financing leases. At the inception of each lease, the lease receivables, together with the present value of the estimated unguaranteed residual values, are presented on the Consolidated Balance Sheets as Loans. The excess of the lease receivables and residual values over the cost of the equipment is recorded as unearned lease income and will be recognized over the lease term, normally two to six years as well.

 

(18) Segment Reporting

The Company conducts its operations through one single business segment, which is determined by the Chief Financial Officer, who is the designated chief operating decision maker ("CODM").

This decision is based upon information provided about the Company's products and services offered. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The CODM evaluates revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans and investments provide the majority of revenues in the banking operation. Interest expense, provision for credit losses, and compensation expense provide the significant expenses in the banking operation.

The Company's segment assets represent its total assets as presented in the Consolidated Balance Sheets.

All of the Company's earnings relate to its operations within the United States.

Page 36

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

NOTE 19 - ACQUISITIONS

At the close of business on November 6, 2025 ("Acquisition Date"), the Company completed its acquisition of FSB for aggregate stock and cash consideration of approximately $66,758, through a merger transaction accounted for as a business combination under ASC 805, Business Combinations. As a result of the FSB acquisition, CBI issued 1,434,473 common shares and paid approximately $35,544 in cash to the former shareholders of FSB. The Company and FSB had first announced that they had entered into an agreement to merge in July of 2025. Upon the closing of the merger, FSB was merged with and into Civista.

The acquisition of FSB was not material for purposes of requiring pro forma financial information under Article 11 of Regulation S-X, based on quantitative and qualitative factors. Accordingly, certain disclosures typically required for material business combinations have been omitted.

The results of FSB's operations have been included in the Company's Consolidated Financial Statements from the Acquisition Date. Given the immaterial nature of the acquisition, pro forma financial information for the combined entity has not been presented, as such information would not be meaningful to users of the financial statements.

 

The acquisition resulted in the recognition of goodwill, which represents the excess of the purchase consideration over the fair value of net assets acquired. Goodwill arising from the transaction is primarily attributable to expected costs synergies, enhanced market presence, and future growth opportunities. The goodwill recognized is not deductible for federal income tax purposes but is evaluated for impairment, at least annually.

Loans acquired in the FSB acquisition were recorded at their fair value as of November 6, 2025, in accordance with ASC 805 and the Company's accounting policies.

The unpaid principal balance of loans acquired from FSB was $110.2 million at the Acquisition Date. Based on a third-party valuation, the loans were recorded at an estimated fair value of $104.2 million, which reflects credit, interest rate, liquidity, and other market-based valuation factors. The difference between the unpaid principal balance and fair value of approximately $6.0 million is primarily the non-credit purchase discount of $4.0 million that will be accreted into interest income over the average life of the portfolio using the level yield method and the $2.0 million addition to the ACL related to the acquired FSB loan portfolio. The amount of accretion recognized from the FSB acquisition life-to-date was $813 as of March 31, 2026, representing $477 in the first quarter of 2026 and $336 in the fourth quarter of 2025.

The Company early adopted the amended Purchased Financial Assets ("PFA") guidance under ASC 326, under which all acquired loans are accounted for under a single credit loss model. Accordingly, at the Acquisition Date, the Company recorded an ACL of $2.0 million related to the acquired FSB loan portfolio, with a corresponding gross-up of loan balances, to reflect expected lifetime credit losses inherent in the loans. The ACL recognized at acquisition did not impact earnings, as it was recorded as part of the purchase accounting.

Subsequent changes in expected credit losses for the acquired loans are estimated as part of the total loan portfolio and will be recognized through the provision for credit losses in the Company's Consolidated Statements of Operations.

Core deposit intangibles are amortized over the expected useful lives, which was determined to be eight years using the sum-of-years-digits method. The net carrying amount of the core deposit intangible at March 31, 2026 was $6,329. The amount of amortization expense recognized on the FSB core deposit intangibles life-to-date was $646 as of March 31, 2026, representing $388 in the first quarter of 2026 and $258 in the fourth quarter of 2025.

 

Page 37

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

As of March 31, 2026, the estimated future amortization expense for the core deposit intangible is as follows:

 

 

 

Core deposit intangibles

 

2026 (1)

 

$

1,130

 

2027

 

 

1,324

 

2028

 

 

1,130

 

2029

 

 

936

 

2030

 

 

743

 

Thereafter

 

 

1,066

 

 

 

$

6,329

 

 

(1) 2026 includes nine months of amortization expense for the period from April 1, 2026 through December 31, 2026.

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for FSB.

 

Cash paid

 

 

 

 

$

35,544

 

Common shares issued (1,434,473 shares)

 

 

 

 

 

31,214

 

Total

 

 

 

 

$

66,758

 

 

 

 

 

 

 

 

Net assets acquired:

 

 

 

 

 

 

Cash and due from financial institutions

 

$

185,018

 

 

 

 

Loans, net

 

 

104,200

 

 

 

 

Other securities

 

 

259

 

 

 

 

Premises and equipment

 

 

1,993

 

 

 

 

Accrued interest receivable

 

 

440

 

 

 

 

Core deposit intangible

 

 

6,975

 

 

 

 

Deferred taxes

 

 

(514

)

 

 

 

Other assets

 

 

392

 

 

 

 

Time deposits

 

 

(112,174

)

 

 

 

Noninterest-bearing deposits

 

 

(33,846

)

 

 

 

Interest-bearing deposits

 

 

(90,076

)

 

 

 

Other liabilities

 

 

(827

)

 

 

 

 

 

 

 

 

 

61,840

 

Goodwill resulting from the FSB acquisition

 

 

 

 

$

4,918

 

The FSB acquisition did not have a material impact on the Company's capital ratios. Integration activities, including the core conversion of FSB into CBI, have been completed in the first quarter of 2026. The Company has incurred approximately $4,500 in acquisition related expenses life-to-date as of March 31, 2026, with $4,100 being expensed in 2025 and $400 in the first quarter of 2026, that are included in Other operating expenses in the Consolidated Statements of Operations.

Page 38

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion reviews the consolidated financial condition of the Company at March 31, 2026 compared to December 31, 2025, and the consolidated results of operations for the three months ended March 31, 2026, compared to the same period in 2025. This discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and Notes included in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, relating to such matters as financial condition, anticipated operating results, cash flows, business line results, credit quality expectations, prospects for new lines of business, economic trends (including interest rates) and similar matters. Forward-looking statements reflect our expectations, estimates or projections concerning future results or events. These statements are generally identified by the use of forward-looking words or phrases such as “believe,” “belief,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements. Such forward-looking statements could include, but are not limited to:

•
current and future economic and financial market conditions, including the effects of inflation, recession, unemployment, supply chain issues or labor shortages, changes in interest rates, fiscal and monetary policy, government shutdowns, an increasing federal government budget deficit, slowing gross domestic product, potential or imposed tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars and other changes in trade regulations, and other factors beyond our control, any of which may result in adverse impacts on our deposit levels and composition, the quality of investment securities available for purchase, demand for loans, the ability of our borrowers to repay their loans, and the value of the collateral securing loans made by Civista;
•
significant changes to the size, structure, powers and operations of the federal government, changes to U.S. economic policies, and uncertainties regarding the potential for these changes may cause economic disruptions that could, in turn, adversely impact our business, results of operations and financial condition;
•
recent and future bank failures may reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have a negative reputational impact on the banking industry as a whole, any of which could adversely affect the Company’s business, financial condition and results of operations;
•
adverse changes in the real estate market, which could cause increases in delinquencies and non-performing assets, including additional loan charge-offs, and could depress our income, earnings and capital;
•
changes in interest rates resulting from national and local economic conditions and the policies of regulatory authorities, including monetary policies of the Board of Governors of the Federal Reserve System, which may adversely affect interest rates, interest margins, loan demand and interest rate sensitivity;
•
operational risks, reputational risks, legal and compliance risks, and other risks related to potential fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors, or failures, disruptions or breaches in security of our systems, including those resulting from computer viruses or cyber-attacks;
•
our ability to secure sensitive or confidential client information against unauthorized disclosure or access through computer systems and telecommunication networks, including those of our third-party vendors and other service providers, which may prove inadequate;
•
a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems, including as a result of cyber-attacks;
•
competitive pressures and factors among financial services organizations could increase significantly, including product and pricing pressures, changes to third-party relationships and our ability to recruit and retain qualified management and banking personnel;
•
unexpected losses of services of our key management personnel, or the inability to recruit and retain qualified personnel in the future;
•
risks inherent in pursuing strategic growth initiatives, including integration and other risks involved in past and possible future acquisitions;

Page 39

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

•
risks related to the recent FSB Merger, including, without limitation, that we may be unable to integrate the business of Civista and FSB successfully or realize the anticipated benefits of the FSB Merger or that the synergies attributable to the FSB Merger may vary from expectations;
•
uncertainty regarding the nature, timing, cost and effect of legislative or regulatory changes in the banking industry or otherwise affecting the Company, including major reform of the regulatory oversight structure of the financial services industry;
•
changes in federal, state and/or local tax laws;
•
the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board (FASB), the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, may adversely affect our reported financial condition or results of operations;
•
a failure to appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, which could result in our inability to accurately report our financial results and adversely affect the market price of our common shares;
•
litigation and regulatory compliance exposure, including the costs and effects of any adverse developments in legal proceedings or other claims and the costs and effects of unfavorable resolution of regulatory and other governmental examinations or inquiries;
•
continued availability of earnings and dividends from Civista and excess capital sufficient for us to service our debt and pay dividends to our shareholders in compliance with applicable legal and regulatory requirements;
•
our ability to raise additional capital in the future if and when needed and/or on terms acceptable to us;
•
our ability to conform and comply with regulatory requirements and increasing scrutiny and evolving expectations from customers, regulatory authorities, shareholders, investors and other stakeholders with regard to our environmental, social and governance (ESG) policies and practices, which could affect our reputation and business and operating results;
•
the impact on our businesses, and the risks described above, of various domestic or international widespread natural or other disasters including severe weather events, pandemics, cybersecurity attacks, system failures, civil unrest, military or terrorist activities or international conflicts, including Russia’s ongoing war on Ukraine and the conflicts in Iran (and the resulting disruptions in oil, energy and other commodity markets and supply chains, which can affect our earnings and capital as well as the ability of our customers to repay loans;
•
our ability to anticipate and successfully keep pace with technological changes affecting the financial services industry; and
•
other risks identified from time-to-time in the Company’s other public documents on file with the SEC, including those risks identified in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law.

Acquisition of The Farmers Savings Bank ("FSB")

At the close of business on November 6, 2025, Civista closed its previously announced acquisition of FSB. The acquisition added approximately $268.1 million of total assets, $106.2 million of total loans and leases, $236.1 million of total deposits, and two branches. The 2025 results reflect inclusion of FSB since November 7, 2025.

Upon the closing of the acquisition, FSB was merged with and into Civista Bank. In addition, the management and organization structure was updated to reflect the combined organization. On-boarding of former FSB colleagues and their initial training was completed in the first quarter of 2026. Certain of Civista's products and services have been introduced across the legacy FSB customer base, and customer-facing colleagues are focused on both growing and retaining customers. Technology conversions were completed in mid-February 2026, as scheduled.

Offering of Common Shares

On July 10, 2025, CBI announced an underwritten public offering of up to a maximum of 3,788,238 of its common shares. CBI subsequently closed on the sale of 3,294,120 common shares on July 14, 2025, and the sale of an additional 494,118 common shares on July 16, 2025 pursuant to the underwriters' exercise of their overallotment option, at the public offering price of $21.25 per share. The aggregate net proceeds from the offering were approximately $75.7 million, after deducting $608 of direct expenses and the underwriting discount of $4.2 million. The net proceeds from the offering were initially used to pay-down short-term FHLB advances, but the

Page 40

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

long-term strategic plan is to use the net proceeds for general corporate purposes, which may include supporting organic growth opportunities and future strategic transactions.

Financial Condition

Total assets of the Company at March 31, 2026 were $4,298,322 compared to $4,336,453 at December 31, 2025, a decrease of $38,131, or 0.9%. The decline was mainly due to a decrease in net loans of $38,895 and a decrease in securities available-for-sale of $2,171. These decreases were slightly offset by increases in cash and due from financial institutions of $6,205 and investments in time deposits of $1,715. Total liabilities at March 31, 2026 were $3,746,079 compared to $3,792,979 at December 31, 2025, a decrease of $46,900, or 1.2%. The decrease in total liabilities was primarily attributable to a decrease in short-term FHLB advances of $75,000 coupled with a decrease in accrued incentives of $3,571, partially offset by an increase in total deposits of $35,426.

Loans outstanding as of March 31, 2026 and December 31, 2025 were as follows:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

$ Change

 

 

% Change

 

Commercial & Agriculture

 

$

310,400

 

 

$

308,692

 

 

$

1,708

 

 

 

0.6

%

Commercial Real Estate—Owner Occupied

 

 

390,786

 

 

 

385,547

 

 

 

5,239

 

 

 

1.4

%

Commercial Real Estate—Non-Owner Occupied

 

 

1,232,781

 

 

 

1,239,017

 

 

 

(6,236

)

 

 

(0.5

%)

Residential Real Estate

 

 

943,425

 

 

 

944,328

 

 

 

(903

)

 

 

(0.1

%)

Real Estate Construction

 

 

254,254

 

 

 

285,137

 

 

 

(30,883

)

 

 

(10.8

%)

Farm Real Estate

 

 

32,700

 

 

 

37,775

 

 

 

(5,075

)

 

 

(13.4

%)

Lease Financing Receivables

 

 

32,693

 

 

 

35,103

 

 

 

(2,410

)

 

 

(6.9

%)

Consumer and Other

 

 

32,628

 

 

 

34,447

 

 

 

(1,819

)

 

 

(5.3

%)

Total loans

 

 

3,229,667

 

 

 

3,270,046

 

 

 

(40,379

)

 

 

(1.2

%)

Allowance for credit losses

 

 

(40,536

)

 

 

(42,020

)

 

 

1,484

 

 

 

(3.5

%)

Net loans

 

$

3,189,131

 

 

$

3,228,026

 

 

$

(38,895

)

 

 

(1.2

%)

 

Loans held for sale decreased $240 since December 31, 2025. The decrease was due to a decrease in average loan balances held for sale. At March 31, 2026, 32 loans totaling $6,940 were held for sale as compared to 27 loans totaling $7,180 at December 31, 2025.

 

Net loans decreased $38,895, or 1.2%, since December 31, 2025. The decrease at March 31, 2026 was mainly attributed to decreases in Real Estate Construction, Commercial Real Estate - Non-Owner Occupied, and Farm Real Estate, partially offset by increases in Commercial Real Estate - Owner Occupied and Commercial & Agriculture. At March 31, 2026, the loan to deposit ratio was 92.2% compared to 94.3% at December 31, 2025.

 

During the first three months of 2026, provisions and recoveries made to the allowances for credit losses and off-balance sheet credit exposures resulted in a net credit of $629 to the provision for credit losses, compared to an expense of $1,567 during the same period in 2025. The decrease in the provision for the first three months of 2026 was primarily the result of loan balances decreasing $40,379 for the three months ended March 31, 2026, coupled with an improvement in the historical loss rates in the majority of our loan segments.

Reserves on the Lease Financing Receivables portfolio decreased at March 31, 2026, primarily related to lower balance growth in 2026 as the first quarters are historically a lower origination period for leases. Total delinquencies on Lease Financing Receivables decreased from December 31, 2025 to March 31, 2026. Lease Financing Receivables 30-59 days past due and 60-89 days past due combined decreased from $2,541 to $770, and the balance of 90 days or greater past due also decreased from $454 to $105. Nonaccrual Lease Financing Receivables decreased from $291 at December 31, 2025 to $105 at March 31, 2026.

 

Net charge-offs for the first three months ended March 31, 2026 totaled $716, compared to net charge-offs of $633 for the same period of 2025. For the first three months ended March 31, 2026, the Company charged off a total of 12 loans and leases, consisting of two Commercial & Agriculture loans totaling $96, four Lease Financing Receivables totaling $210, one Commercial Real Estate - Non-Owner Occupied loan totaling $484, four Consumer and Other loans totaling $13 and one Residential Real Estate loan totaling $3. In addition, during the three months ended March 31, 2026, the Company had recoveries on previously charged-off Commercial & Agriculture loans of $62, Commercial Real Estate - Owner Occupied loans of $2, Commercial Real Estate - Non-Owner Occupied loans

Page 41

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

of $1, Residential Real Estate loans of $13, Lease Financing Receivables of $4 and Consumer and Other loans of $8. For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent. Each of these factors was considered by management as part of the examination of both the level and mix of the allowance by credit type as well as the overall level of the allowance.

 

Management specifically evaluates loans that do not share common risk characteristics for estimates of loss. To evaluate the adequacy of the allowance for credit losses to cover probable losses in the loan portfolio, management considers specific reserve allocations for identified portfolio loans, reserves for delinquencies and historical reserve allocations. Loss migration rates are calculated over a three-year period for all portfolio segments. Management also considers certain economic factors for trends that management uses to account for the qualitative and environmental changes in risk, which affects the level of the reserve.

Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, as well as Residential Real Estate and Consumer loans and Lease Financing Receivables that are part of a larger relationship are individually evaluated on a quarterly basis, when they do not share similar risk characteristics with the collectively evaluated pools. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. The Company’s policy for recognizing interest income on individually evaluated loans does not differ from its overall policy for interest recognition. Loans held for sale are excluded from consideration as individually evaluated.

Loans are generally moved to nonaccrual status when 90 days or more past due or at an earlier date when full collection of principal and interest is in doubt. Total loans 90 days or more past due increased from $4,109 at December 31, 2025 to $10,688 at March 31, 2026; however, this increase can be attributed to one Commercial Real Estate - Non-Owner Occupied loan with a balance of approximately $7,900 that was 30-59 days past due as of December 31, 2025 and became greater than 90 days past due by March 31, 2026, which is why total loans past due did not experience the same trend, decreasing slightly from December 31, 2025 to March 31, 2026. Further, this loan was already moved to nonaccrual as of December 31, 2025 and was individually evaluated for purpose of the December 31, 2025 allowance calculation, resulting in a specific reserve of $3,000. As of March 31, 2026, the loan remains on nonaccrual and continues to be individually evaluated with a $3,000 specific reserve. This is why nonaccrual loans did not move consistently with the increase in 90 days or more past due, decreasing slightly from $30,384 at December 31, 2025 to $29,400 at March 31, 2026. This is also why the increase in 90 days or more past due did not result in an increase to our estimate allowance, because the related risk was already accounted for with the $3,000 specific reserve included in both the December 31, 2025 and March 31, 2026 allowance for credit loss estimate. Loans, or portions thereof, are charged-off when deemed uncollectible. The allowance for credit losses as a percent of total loans was 1.26% at March 31, 2026 and 1.28% at December 31, 2025.

 

Cash and due from financial institutions increased by $6,205, from $77,320 at December 31, 2025 to $83,525 at March 31, 2026. The increase is mainly due to an increase in overnight investments at the Federal Reserve.

 

The available-for-sale securities portfolio decreased by $2,171, from $681,908 at December 31, 2025 to $679,737 at March 31, 2026. Management continually evaluates our securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, and the level of interest rate risk to which the Company is exposed. These evaluations may cause the Company to change the level of funds it deploys into investment securities and change the composition of its investment securities portfolio. As of March 31, 2026, the Company was in compliance with all pledging requirements.

 

Premises and equipment, net, decreased $1,556 from December 31, 2025 to March 31, 2026. The decrease was mainly the result of depreciation expenses of $1,902 coupled with maturing operating leases, partially offset by purchases. The depreciation expense was mainly attributable to leasing operations as operating leases matured. Since mid-2024, new lease originations have primarily consisted of finance leases which are recorded in Loans on the Consolidated Balance Sheets.

 

Page 42

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Total deposits as of March 31, 2026 and December 31, 2025 were as follows:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

$ Change

 

 

% Change

 

Noninterest-bearing demand

 

$

703,778

 

 

$

702,032

 

 

$

1,746

 

 

 

0.2

%

Interest-bearing demand

 

 

419,295

 

 

 

400,403

 

 

 

18,892

 

 

 

4.7

%

Savings and money market

 

 

1,291,253

 

 

 

1,234,593

 

 

 

56,660

 

 

 

4.6

%

Time deposits

 

 

710,423

 

 

 

727,294

 

 

 

(16,871

)

 

 

(2.3

%)

Brokered deposits

 

 

377,141

 

 

 

402,142

 

 

 

(25,001

)

 

 

(6.2

%)

Total Deposits

 

$

3,501,890

 

 

$

3,466,464

 

 

$

35,426

 

 

 

1.0

%

 

The Company had approximately $636,183 and $647,472 of uninsured deposits as of March 31, 2026 and December 31, 2025, respectively. Uninsured deposit amounts are estimated based on the portions of customer account balances that exceed the FDIC insurance limit of $250.

 

Total deposits at March 31, 2026 increased $35,426 from December 31, 2025. Noninterest-bearing deposits, interest-bearing demand deposits, and savings and money market accounts increased $1,746, $18,892, and $56,660, respectively, from December 31, 2025, while time deposits and brokered deposits decreased $16,871 and $25,001, respectively, from December 31, 2025. The increase in interest-bearing demand deposits was primarily due to an $18,568 increase in interest-bearing public fund accounts and a $4,987 increase in business interest-bearing demand deposits, slightly offset by decreases of $4,589 and $2,795 in jumbo demand deposits and retail interest-bearing demand deposits, respectively. The increase in savings and money markets was due to increases of $27,030, $13,308, $8,814, $6,130, and $4,222 in business money market deposits, public fund money market accounts, Insured Cash Sweep (ICS) money market deposits, retail money market accounts, and statement savings, respectively. The $16,871 decrease in time deposits was due to a decrease of $15,378 in jumbo time deposits. Brokered deposits decreased $25,001 as the Company continues its strategy to reduce brokered deposits and replace them with core deposits. The year-to-date average balance of total deposits increased $251,868, compared to the average balance for the same period in 2025, mainly due to increases of $150,746, $76,467, and $24,655 in the average balance of time deposits, demand and savings deposits, and noninterest-bearing deposits, respectively.

 

Short-term FHLB advances decreased $75,000 from December 31, 2025 to March 31, 2026, due to an increase in available liquidity, primarily as a result of deposit growth coupled with the net decrease in outstanding loans and leases in the first quarter of 2026.

 

Shareholders’ equity at March 31, 2026 was $552,243, or 12.8% of total assets, compared to $543,474, or 12.5% of total assets, at December 31, 2025. The increase was a result of net income of $14,989, partially offset by dividends paid on common shares of $3,732 and an increase in accumulated other comprehensive loss of $2,889 resulting from the change in the unrealized loss on available-for-sale securities.

 

Total outstanding common shares at March 31, 2026 were 20,783,348, which increased slightly from 20,746,474 common shares outstanding at December 31, 2025. Common shares outstanding increased due to the grant of 51,378 restricted common shares to certain officers under the Company’s 2024 Incentive Plan, partially offset by 14,504 common shares surrendered by officers to the Company to pay taxes upon vesting of restricted shares.

Results of Operations

Three Months Ended March 31, 2026 and 2025

The Company had net income of $14,989 for the three months ended March 31, 2026, an increase of $4,821 from net income of $10,168 for the same period of 2025. Basic and diluted earnings per common share were $0.72 for the quarter ended March 31, 2026, compared to $0.66 for the same period of 2025. In the first quarter of 2026, net income was decreased by $358 from non-recurring adjustments resulting from acquisition-related expenses from the FSB merger relating to the core system conversion that was completed in February 2026. The primary reasons for the changes in net income are explained below.

Net interest income for the three months ended March 31, 2026 was $37,823, an increase of $5,050 from $32,773 for the same period of 2025. This increase was a result of an increase of $2,076 in total interest and dividend income, coupled with a $2,974 decrease in total interest expense. Total interest-earning assets averaged $4,003,144 during the three months ended March 31, 2026, an increase of $201,435 from $3,801,709 for the same period of 2025. The Company’s total average interest-bearing liabilities increased from

Page 43

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

$3,006,090 during the three months ended March 31, 2025 to $3,023,372 during the three months ended March 31, 2026. The Company’s fully tax equivalent net interest margin for the three months ended March 31, 2026 and 2025 was 3.85% and 3.51%, respectively.

Total interest and dividend income was $55,809 for the three months ended March 31, 2026, an increase of $2,076 from $53,733 for the same period of 2025. The increase in interest and dividend income is mainly attributable to a $1,584 increase in interest and fees on loans and a $399 increase in interest income on taxable securities. The $1,584 increase in interest and fees on loans is attributable to an increase in the average balance of loans. The average balance of loans increased by $152,902, or 4.9%, to $3,252,342 for the three months ended March 31, 2026, as compared to $3,099,440 for the same period of 2025.

 

Interest on taxable securities increased $399 to $3,954 for the three months ended March 31, 2026, compared to $3,555 for the same period of 2025. The average balance of taxable securities increased $35,867 to $432,760 for the three months ended March 31, 2026, as compared to $396,893 for the same period of 2025. The yield on taxable securities increased 18 basis points to 3.49% for the three months ended March 31, 2026, compared to 3.31% for the same period of 2025, resulting from the purchase of similar securities to replace matured securities with the new securities having higher rates than when the matured securities were originally purchased. Interest on tax-exempt securities decreased $37 to $2,303 for the three months ended March 31, 2026, compared to $2,340 for the same period of 2025. The average balance of tax-exempt securities decreased $1,204 to $285,277 for the three months ended March 31, 2026, as compared to $286,481 for the same period of 2025. The yield on tax-exempt securities increased 3 basis points to 3.94% for the three months ended March 31, 2026, compared to 3.91% for the same period of 2025. Interest on deposits in other banks increased $130 to $322 for the three months ended March 31, 2026, compared to $192 for the same period of 2025. The average balance of interest-bearing deposits in other banks increased $13,870 to $32,765 for the three month period ended March 31, 2026, compared to $18,895 for the same period of 2025. The yield on interest-bearing deposits in other banks decreased 22 basis points to 3.91% for the three months ended March 31, 2026, compared to 4.13% for the same period of 2025.

 

Total interest expense decreased $2,974, or 14.2%, to $17,986 for the three months ended March 31, 2026, compared to $20,960 for the same period of 2025. For the three months ended March 31, 2026, the average balance of interest-bearing liabilities increased $17,282 to $3,023,372, as compared to $3,006,090 for the same period of 2025. Interest incurred on deposits decreased by $263 to $15,453 for the three months ended March 31, 2026, compared to $15,716 for the same period of 2025. The average balance of interest-bearing deposits increased by $227,213 to $2,765,773 for the three months ended March 31, 2026, as compared to the same period in 2025, which was more than offset by a decrease in the rate paid on interest-bearing deposits from 2.51% for the first three months ended March 31, 2025 to 2.27% in the first three months of 2026. The decrease in rates was mainly driven by time deposits related to paying lower rates on retail and brokered CDs due to the lower rate environment in the first quarter of 2026 compared to the same period of 2025. Interest expense incurred on short-term FHLB advances decreased mainly due to the average balance of short-term FHLB advances decreasing by $206,933 to $148,656 for the three months ended March 31, 2026, as compared to the same period in 2025.

 

The following table presents the condensed average balance sheets for the three months ended March 31, 2026 and 2025. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using

Page 44

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

a 21% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Assets:

 

Average
balance

 

 

Interest

 

 

Yield/
rate*

 

 

Average
balance

 

 

Interest

 

 

Yield/
rate*

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees**

 

$

3,252,342

 

 

$

49,230

 

 

 

6.14

%

 

$

3,099,440

 

 

$

47,646

 

 

 

6.23

%

Taxable securities

 

 

432,760

 

 

 

3,954

 

 

 

3.49

%

 

 

396,893

 

 

 

3,555

 

 

 

3.31

%

Tax-exempt securities

 

 

285,277

 

 

 

2,303

 

 

 

3.94

%

 

 

286,481

 

 

 

2,340

 

 

 

3.91

%

Interest-bearing deposits in other banks

 

 

32,765

 

 

 

322

 

 

 

3.91

%

 

 

18,895

 

 

 

192

 

 

 

4.13

%

Total interest-earning assets

 

$

4,003,144

 

 

$

55,809

 

 

 

5.66

%

 

$

3,801,709

 

 

$

53,733

 

 

 

5.71

%

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

 

39,130

 

 

 

 

 

 

 

 

 

43,203

 

 

 

 

 

 

 

Premises and equipment, net

 

 

39,989

 

 

 

 

 

 

 

 

 

46,404

 

 

 

 

 

 

 

Accrued interest receivable

 

 

14,196

 

 

 

 

 

 

 

 

 

13,567

 

 

 

 

 

 

 

Intangible assets

 

 

143,272

 

 

 

 

 

 

 

 

 

133,268

 

 

 

 

 

 

 

Bank owned life insurance

 

 

63,287

 

 

 

 

 

 

 

 

 

62,916

 

 

 

 

 

 

 

Other assets

 

 

51,682

 

 

 

 

 

 

 

 

 

58,588

 

 

 

 

 

 

 

Less allowance for loan losses

 

 

(41,663

)

 

 

 

 

 

 

 

 

(39,956

)

 

 

 

 

 

 

Total Assets

 

$

4,313,037

 

 

 

 

 

 

 

 

$

4,119,699

 

 

 

 

 

 

 

Liabilities and Shareholders Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

1,655,416

 

 

$

5,431

 

 

 

1.33

%

 

$

1,578,949

 

 

$

5,729

 

 

 

1.47

%

Time

 

 

1,110,357

 

 

 

10,022

 

 

 

3.66

%

 

 

959,611

 

 

 

9,987

 

 

 

4.22

%

Short-term FHLB advances

 

 

148,656

 

 

 

1,348

 

 

 

3.68

%

 

 

355,589

 

 

 

3,929

 

 

 

4.48

%

Long-term FHLB advances

 

 

781

 

 

 

5

 

 

 

2.73

%

 

 

1,408

 

 

 

9

 

 

 

2.56

%

Other borrowings

 

 

3,913

 

 

 

72

 

 

 

7.50

%

 

 

6,430

 

 

 

145

 

 

 

9.14

%

Subordinated debentures

 

 

104,249

 

 

 

1,108

 

 

 

4.31

%

 

 

104,103

 

 

 

1,161

 

 

 

4.52

%

Total interest-bearing liabilities

 

$

3,023,372

 

 

$

17,986

 

 

 

2.41

%

 

$

3,006,090

 

 

$

20,960

 

 

 

2.83

%

Noninterest-bearing deposits

 

 

695,429

 

 

 

 

 

 

 

 

 

670,774

 

 

 

 

 

 

 

Other liabilities

 

 

40,296

 

 

 

 

 

 

 

 

 

45,814

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

553,940

 

 

 

 

 

 

 

 

 

397,021

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

4,313,037

 

 

 

 

 

 

 

 

$

4,119,699

 

 

 

 

 

 

 

Net interest income and interest rate spread(1)

 

 

 

 

$

37,823

 

 

 

3.25

%

 

 

 

 

$

32,773

 

 

 

2.88

%

Net interest margin(2)

 

 

 

 

 

 

 

 

3.85

%

 

 

 

 

 

 

 

 

3.51

%

 

(1) Net interest spread represents the difference between the yield on average interest-earning assets and the cost of interest-bearing liabilities.

(2) Net interest margin represents net interest income divided by average interest-earning assets.

*Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and investments, included in the yields above, was $612 and $622 for the periods ended March 31, 2026 and 2025, respectively.

**Average balance includes nonaccrual loans.

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the three months ended March 31, 2026 and 2025.

 

Page 45

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

Increase (decrease) due to:

 

 

 

Volume (1)

 

 

Rate (1)

 

 

Net

 

 

 

(Dollars in thousands)

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

2,323

 

 

$

(739

)

 

$

1,584

 

Taxable securities

 

 

198

 

 

 

201

 

 

 

399

 

Tax-exempt securities

 

 

(52

)

 

 

15

 

 

 

(37

)

Interest-bearing deposits in other banks

 

 

137

 

 

 

(7

)

 

 

130

 

Total interest income

 

$

2,606

 

 

$

(530

)

 

$

2,076

 

Interest expense:

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

269

 

 

$

(567

)

 

$

(298

)

Time

 

 

1,456

 

 

 

(1,421

)

 

 

35

 

Short-term FHLB advances

 

 

(1,973

)

 

 

(608

)

 

 

(2,581

)

Long-term FHLB advances

 

 

(4

)

 

 

—

 

 

 

(4

)

Other borrowings

 

 

(50

)

 

 

(23

)

 

 

(73

)

Subordinated debentures

 

 

2

 

 

 

(55

)

 

 

(53

)

Total interest expense

 

$

(300

)

 

$

(2,674

)

 

$

(2,974

)

Net interest income

 

$

2,906

 

 

$

2,144

 

 

$

5,050

 

 

(1)The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

 

The Company provides for credit losses through regular provisions to the allowance for credit losses. During the three months ended March 31, 2026, the Company recorded a credit to the provision for credit losses for loans and off-balance sheet credit exposures of $629, a decrease of $2,196, from an expense of $1,567 during the three months ended March 31, 2026.

Noninterest income for the three month periods ended March 31, 2026 and 2025 was as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Service charges

 

$

1,714

 

 

$

1,524

 

 

$

190

 

 

 

12.5

%

Net gain (loss) on equity securities

 

 

33

 

 

 

(29

)

 

 

62

 

 

 

213.8

%

Net gain on sale of loans and leases

 

 

1,605

 

 

 

604

 

 

 

1,001

 

 

 

165.7

%

ATM/Interchange fees

 

 

1,386

 

 

 

1,326

 

 

 

60

 

 

 

4.5

%

Wealth management fees

 

 

1,433

 

 

 

1,340

 

 

 

93

 

 

 

6.9

%

Lease revenue and residual income

 

 

1,630

 

 

 

1,896

 

 

 

(266

)

 

 

(14.0

%)

Bank owned life insurance

 

 

390

 

 

 

387

 

 

 

3

 

 

 

0.8

%

Swap fees

 

 

56

 

 

 

72

 

 

 

(16

)

 

 

(22.2

%)

Other

 

 

1,184

 

 

 

740

 

 

 

444

 

 

 

60.0

%

Total noninterest income

 

$

9,431

 

 

$

7,860

 

 

$

1,571

 

 

 

20.0

%

 

Total noninterest income for the three months ended March 31, 2026 was $9,431, an increase of $1,571, or 20.0%, from $7,860 for the same period of 2025. Net gain on sale of loans and leases increased $1,001 for the three months ended March 31, 2026, compared to the same period of 2025, resulting from changes in the rate environment at the time of sale that resulted in higher sales volume. Lease revenue and residual income decreased $266 for the three months ended March 31, 2026, compared to the same period of 2025, mainly due to a decrease in operating lease originations as the Company continues to shift towards finance leases. Other income increased $444 for the three months ended March 31, 2026, compared to the same period of 2025, due to income from the Company's captive insurance subsidiary, CIVB Risk Management, recording $487 of income related to the resolution of three prior period claims that were closed without payment, resulting in a reduction of ceded reserves in the first quarter of 2026.

 

Page 46

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Noninterest expense for the three month periods ended March 31, 2026 and 2025 was as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Compensation expense

 

$

16,229

 

 

$

14,043

 

 

$

2,186

 

 

 

15.6

%

Net occupancy expense

 

 

1,623

 

 

 

1,634

 

 

 

(11

)

 

 

(0.7

%)

Contracted data processing

 

 

730

 

 

 

567

 

 

 

163

 

 

 

28.7

%

FDIC Assessment

 

 

423

 

 

 

873

 

 

 

(450

)

 

 

(51.5

%)

State franchise tax

 

 

554

 

 

 

526

 

 

 

28

 

 

 

5.3

%

Professional services

 

 

1,585

 

 

 

2,090

 

 

 

(505

)

 

 

(24.2

%)

Equipment expense

 

 

2,089

 

 

 

2,103

 

 

 

(14

)

 

 

(0.7

%)

ATM/Interchange expense

 

 

732

 

 

 

580

 

 

 

152

 

 

 

26.2

%

Marketing

 

 

478

 

 

 

296

 

 

 

182

 

 

 

61.5

%

Amortization of core deposit intangibles

 

 

696

 

 

 

332

 

 

 

364

 

 

 

109.6

%

Software maintenance expense

 

 

1,475

 

 

 

1,277

 

 

 

198

 

 

 

15.5

%

Other

 

 

3,259

 

 

$

2,805

 

 

 

454

 

 

 

16.2

%

Total noninterest expense

 

$

29,873

 

 

$

27,126

 

 

$

2,747

 

 

 

10.1

%

 

Total noninterest expense for the three months ended March 31, 2026 was $29,873, an increase of $2,747 or 10.1%, from $27,126 compared to the same period of 2025. The increase in total noninterest expense was primarily due to increases in compensation and other expenses, partially offset by decreases in FDIC assessment and professional fees. The increase in compensation expense was primarily due to increases in salaries, commissions, and medical expenses associated from operating with higher full-time equivalent (FTE) employees year-over-year. The number of FTEs at March 31, 2026 was 535, compared to 520 for the same period of 2025. The increase in other expense is mainly related to acquisition-related expenses in the first quarter of 2026 of $427 for the FSB merger. The decrease in FDIC assessment is related to better credit ratings lowering the Company's overall quarterly assessment in the first quarter of 2026 compared to the same period of 2025. The decrease in professional fees is primarily due to lower consulting expenses related to CLF's core system conversion.

Income tax expense for the three months ended March 31, 2026 totaled $3,021, up $1,249 compared to the same period of 2025. The effective tax rates for the three month periods ended March 31, 2026 and 2025 were 16.8% and 14.8%, respectively. The increase in the effective tax rate for the three month period ended March 31, 2026, was primarily due to an increase in the forecasted pre-tax income outpacing the permanent differences for 2026, thus, creating more taxable income at the statutory tax rate of 21% and increasing the Company's effective tax rate. The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low-income housing tax credits, tax-deductible captive insurance premiums and bank owned life insurance income.

Capital Resources

Shareholders’ equity at March 31, 2026 was $552,243, or 12.8% of total assets, compared to $543,474, or 12.5% of total assets, at December 31, 2025. The increase was a result of net income of $14,989, partially offset by dividends paid on common shares of $3,732 and an increase in accumulated other comprehensive loss of $2,889 resulting from the change in the unrealized loss on available-for-sale securities.

All of the Company’s capital ratios exceeded the regulatory minimum guidelines as of March 31, 2026 and December 31, 2025 as identified in the following table:

 

 

 

Total Risk
Based
Capital

 

 

Tier I Risk
Based
Capital

 

 

CET1 Risk
Based
Capital

 

 

Leverage
Ratio

 

Company Ratios—March 31, 2026

 

 

18.7

%

 

 

15.1

%

 

 

14.2

%

 

 

11.6

%

Company Ratios—December 31, 2025

 

 

18.0

%

 

 

14.5

%

 

 

13.6

%

 

 

11.3

%

For Capital Adequacy Purposes

 

 

8.0

%

 

 

6.0

%

 

 

4.5

%

 

 

4.0

%

 

Page 47

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Liquidity

The Company maintains a conservative liquidity position. All securities, with the exception of equity securities, are classified as available-for-sale. Securities, with maturities of one year or less, totaled $23,781, or 3.50% of the total securities portfolio, at March 31, 2026. The available-for-sale securities portfolio helps to provide the Company with the ability to meet its funding needs.

As reported in the Condensed Consolidated Statements of Cash Flows (Unaudited), our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $12,180 and $3,612 for the three months ended March 31, 2026 and 2025, respectively. The primary additions to cash from operating activities are from proceeds from the sale of loans. The primary use of cash from operating activities is from loans originated for sale. Net cash provided/(used) for investing activities was $38,261 and $(21,231) for the three months ended March 31, 2026 and 2025, respectively, principally reflecting our loan and investment security activities. Net cash (used)/provided by financing activities was ($44,236) and $44,920 for the three months ended March 31, 2026 and 2025, respectively. The primary changes in financing activities is the decrease in short-term FHLB advances and the payment of common dividends, somewhat offset by an increase in deposits.

Future loan demand of Civista may be funded by increases in deposit accounts, proceeds from payments on existing loans, the maturity of securities, and the sale of securities classified as available-for-sale. Additional sources of funds may also come from borrowing in the Federal Funds market and/or borrowing from the FHLB. Through its correspondent banks, Civista maintains federal funds borrowing lines totaling $50,000. As of March 31, 2026, Civista had total credit availability with the FHLB of $1,022,339 with standby letters of credit totaling $132,700 and a remaining borrowing capacity of approximately $788,900. In addition, CBI maintains a credit line with a third party lender totaling $10,000. No borrowings were outstanding by CBI under this credit line as of March 31, 2026.

 

Page 48

Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary market risk exposure is interest-rate risk and, to a lesser extent, liquidity risk. All of the Company’s transactions are denominated in U.S. dollars with no specific foreign exchange exposure.

Interest-rate risk is the exposure of a banking organization’s financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value. However, excessive levels of interest-rate risk can pose a significant threat to the Company’s earnings and capital base. Accordingly, effective risk management that maintains interest-rate risk at prudent levels is essential to the Company’s safety and soundness.

Evaluating a financial institution’s exposure to changes in interest rates includes assessing both the adequacy of the management process used to control interest-rate risk and the organization’s quantitative level of exposure. When assessing the interest-rate risk management process, the Company seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest-rate risk at prudent levels with consistency and continuity. Evaluating the quantitative level of interest rate risk exposure requires the Company to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity and, where appropriate, asset quality.

The Federal Reserve Board, together with the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, issue policy statements and guidance on sound practices for managing interest-rate risk, which form the basis for ongoing evaluation of the adequacy of interest-rate risk management at supervised institutions. The guidance also outlines fundamental elements of sound management and discusses the importance of these elements in the context of managing interest-rate risk. The guidance emphasizes the need for active board of director and senior management oversight and a comprehensive risk-management process that effectively identifies, measures, and controls interest-rate risk.

Financial institutions derive their income primarily from the excess of interest collected over interest paid. The rates of interest an institution earns on its assets and owes on its liabilities generally are established contractually for a period of time. Since market interest rates change over time, an institution is exposed to lower profit margins (or losses) if it cannot adapt to interest-rate changes. For example, assume that an institution’s assets carry intermediate- or long-term fixed rates and that those assets were funded with short-term liabilities. If market interest rates rise by the time the short-term liabilities must be refinanced, the increase in the institution’s interest expense on its liabilities may not be sufficiently offset if assets continue to earn at the long-term fixed rates. Accordingly, an institution’s profits could decrease on existing assets because the institution will have either lower net interest income or, possibly, net interest expense. Similar risks exist when assets are subject to contractual interest-rate ceilings, or rate sensitive assets are funded by longer-term, fixed-rate liabilities in a decreasing-rate environment.

Several techniques may be used by an institution to minimize interest-rate risk. One approach used by the Company is to periodically analyze its assets and liabilities and make future financing and investment decisions based on payment streams, interest rates, contractual maturities, and estimated sensitivity to actual or potential changes in market interest rates. Such activities fall under the broad definition of asset/liability management. The Company’s primary asset/liability management technique is the measurement of the Company’s asset/liability gap, that is, the difference between the cash flow amounts of interest sensitive assets and liabilities that will be refinanced (or repriced) during a given period. For example, if the asset amount to be repriced exceeds the corresponding liability amount for a certain day, month, year, or longer period, the institution is in an asset sensitive gap position. In this situation, net interest income would increase if market interest rates rose or decrease if market interest rates fell. If, alternatively, more liabilities than assets will reprice, the institution is in a liability sensitive position. Accordingly, net interest income would decline when rates rose and increase when rates fell. Also, these examples assume that interest rate changes for assets and liabilities are of the same magnitude, whereas actual interest rate changes generally differ in magnitude for assets and liabilities.

Page 49

Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

 

Several ways an institution can manage interest-rate risk include selling existing assets or repaying certain liabilities; matching repricing periods for new assets and liabilities, for example, by shortening terms of new loans or securities; and hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change interest-rate risk. Interest rate swaps, futures contracts, options on futures, and other such derivative financial instruments often are used for this purpose. Because these instruments are sensitive to interest rate changes, they require management expertise to be effective. Financial institutions are also subject to prepayment risk in falling rate environments. For example, mortgage loans and other financial assets may be prepaid by a debtor so that the debtor may refinance its obligations at new, lower rates. Prepayments of assets carrying higher rates reduce the Company’s interest income and overall asset yields. A large portion of an institution’s liabilities may be short-term or due on demand, while most of its assets may be invested in long-term loans or securities. Accordingly, the Company seeks to have in place sources of cash to meet short-term demands. These funds can be obtained by increasing deposits, borrowing, or selling assets. FHLB advances and wholesale borrowings may also be used as important sources of liquidity for the Company.

The following table provides information about the Company’s financial instruments that were sensitive to changes in interest rates as of and March 31, 2026 and December 31, 2025, based on certain prepayment and account decay assumptions that management believes are reasonable. The table shows the changes in the Company’s net portfolio value (in amount and percent) that would result from hypothetical interest rate increases of up to 400 basis points from 100 basis points and interest rate decreases of 100 basis points and up to 400 basis points at March 31, 2026 and December 31, 2025.

Net Portfolio Value

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Change in Rates

 

Dollar
Amount

 

 

Dollar
Change

 

 

Percent
Change

 

 

Dollar
Amount

 

 

Dollar
Change

 

 

Percent
Change

 

+400bp

 

 

888,422

 

 

 

71,917

 

 

 

8.81

%

 

 

863,959

 

 

 

64,730

 

 

 

8.10

%

+300bp

 

 

875,167

 

 

 

58,662

 

 

 

7.18

%

 

 

852,282

 

 

 

53,053

 

 

 

6.64

%

+200bp

 

 

859,461

 

 

 

42,956

 

 

 

5.26

%

 

 

838,444

 

 

 

39,215

 

 

 

4.91

%

+100bp

 

 

841,319

 

 

 

24,814

 

 

 

3.04

%

 

 

822,260

 

 

 

23,031

 

 

 

2.88

%

Base

 

 

816,505

 

 

 

—

 

 

 

0.00

%

 

 

799,229

 

 

 

—

 

 

 

0.00

%

-100bp

 

 

798,386

 

 

 

(18,119

)

 

 

(2.22

%)

 

 

783,907

 

 

 

(15,322

)

 

 

(1.92

%)

-200bp

 

 

775,920

 

 

 

(40,585

)

 

 

(4.97

%)

 

 

762,828

 

 

 

(36,401

)

 

 

(4.55

%)

-300bp

 

 

789,954

 

 

 

(26,551

)

 

 

(3.25

%)

 

 

794,297

 

 

 

(4,932

)

 

 

(0.62

%)

-400bp

 

 

886,175

 

 

 

69,670

 

 

 

8.53

%

 

 

892,836

 

 

 

93,607

 

 

 

11.71

%

 

The change in net portfolio value from December 31, 2025 to March 31, 2026, can be attributed to a couple of factors. The volume of assets and funding sources has changed, but the asset mix remains centered on loan and deposits. The volume of loans decreased while deposits increased, coupled with the volume of short-term FHLB advances has decreased in the first quarter of 2026. The volume shifts from the end of the year contributed to an increase in the base net portfolio value. Beyond the change in the base level of net portfolio value, projected movements in rates, up or down, would also lead to changes in market values.

Page 50

Civista Bancshares, Inc.

Controls and Procedures

Form 10-Q

(Amounts in thousands, except share data)

 

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive and our principal financial officers, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures as of March 31, 2026, were effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 51

Civista Bancshares, Inc.

Other Information

Form 10-Q

 

Part II—Other Information

 

In the ordinary course of their respective businesses, CBI or Civista or their respective properties may be named or otherwise subject as a plaintiff, defendant or other party to various pending and threatened legal proceedings and various actual and potential claims. In view of the inherent difficulty of predicting the outcome of such matters, the Company cannot state what the eventual outcome of any such matters will be. However, based on current knowledge and after consultation with legal counsel, management believes that damages, if any, and other amounts related to pending legal proceedings will not have a material adverse effect on the consolidated financial position, results of operations or liquidity of CBI or Civista.

Item 1A. Risk Factors

The disclosure below supplements and updates the risk factors previously disclosed under “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

CHANGES IN ECONOMIC AND POLITICAL CONDITIONS COULD ADVERSELY AFFECT OUR EARNINGS THROUGH DECLINES IN DEPOSITS, LOAN DEMAND, THE ABILITY OF OUR CUSTOMERS TO REPAY LOANS AND THE VALUE OF THE COLLATERAL SECURING OUR LOANS.

Our success depends to a significant extent upon local and national economic and political conditions, as well as governmental fiscal and monetary policies. Conditions such as inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, an increasing federal government budget deficit, the failure of the federal government to raise the federal debt ceiling and/or possible future U.S. government shutdowns over budget disagreements, slowing gross domestic product, threatened or imposed tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements and other changes in the relationship of the U.S. and U.S. global partners, trade wars, and other factors beyond our control may adversely affect Civista’s deposit levels and composition, the quality of investment securities available for purchase, demand for loans, the ability of Civista’s borrowers to repay their loans, and the value of the collateral securing loans made by Civista. As evidenced by the ongoing conflict between the U.S. and Iran, disruptions and changes in oil production and the supply of oil and related commodities and products in the Middle East, as well as other disruptions in U.S. and global markets, also effect the economy and stock prices in the U.S. Because we have a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral and our ability to sell the collateral upon foreclosure. Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings and cash flows.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

The following table details repurchases by the Company and purchases by "affiliated purchasers" as defined in Rule 10b-18(a)(3) under the Exchange Act of the Company's common shares during the third quarter ended March 31, 2026.

 

Period

 

Total Number of
Shares Purchased

 

 

Average Price Paid
per Share

 

 

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

 

 

Maximum Number
(or Approximate Dollar
Value) of Shares (Units)
that May Yet Be
Purchased Under the
Plans or Programs

 

January 1, 2026 - January 31, 2026

 

 

—

 

 

$

—

 

 

 

—

 

 

$

12,003,223

 

February 1, 2026 - February 28, 2026

 

 

—

 

 

$

—

 

 

 

—

 

 

$

12,003,223

 

March 1, 2026 - March 31, 2026

 

 

—

 

 

$

—

 

 

 

—

 

 

$

12,003,223

 

Total

 

 

—

 

 

$

—

 

 

 

—

 

 

$

12,003,223

 

 

Pursuant to the Company's previous common share repurchase program that was announced on April 15, 2025, and expired on April 16, 2026, an aggregate of $12,003,223 of common shares remained available for purchase at March 31, 2026. On April 21, 2026, the Company announced a new common share repurchase program pursuant to which the Company is authorized to repurchase a maximum aggregate value of $25.0 million of its outstanding common shares through April 2027.

Page 52

Civista Bancshares, Inc.

Other Information

Form 10-Q

 

Item 3. Defaults Upon Senior Securities

 

None

Item 4. Mine Safety Disclosures

 

Not applicable

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

Page 53

Civista Bancshares, Inc.

Other Information

Form 10-Q

 

Item 6. Exhibits

 

Exhibit

 

Description

 

Location

 

 

 

 

 

2.1

 

Agreement and Plan of Merger, dated as of July 10, 2025, by and among Civista Bancshares, Inc., Civista Bank and The Farmers Savings Bank.

 

Filed as Exhibit 2.1 to Civista Bancshares, Inc.'s Current Report on Form 8-K dated and filed on July 11, 2025 and incorporated herein by reference. (File No. 001-36192)

3.1

 

Second Amended and Restated Articles of Incorporation of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on November 15, 2018.

 

Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated November 15, 2018 and filed on November 16, 2018 and incorporated herein by reference. (File No. 001-36192)

3.2

 

Second Amended and Restated Code of Regulations of Civista Bancshares, Inc. (adopted July 22, 2025)

 

Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated July 22, 2025 and filed on July 28, 2025 and incorporated herein by reference. (File No. 001-36192)

31.1

 

Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer.

 

Included herewith

 

 

 

 

 

31.2

 

Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer.

 

Included herewith

 

 

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Included herewith

 

 

 

 

 

32.2

 

Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Included herewith

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

 

Included herewith

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

 

Included herewith

 

 

 

 

 

104

 

Cover page formatted in Inline Extensible Business Reporting Language.

 

Included herewith

 

Page 54

 

Civista Bancshares, Inc.

Signatures

Form 10-Q

 

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.

 

/s/ Dennis G. Shaffer

 

May 8, 2026

Dennis G. Shaffer

 

Date

Chief Executive Officer and President

 

 

 

/s/ Ian Whinnem

 

May 8, 2026

Ian Whinnem

 

Date

Senior Vice President and Chief Financial Officer

 

 

 

Page 55

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ATTACHMENTS / EXHIBITS

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