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CIVISTA BANCSHARES, INC.

CIVB
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Business Summary

Civista Bancshares, Inc. operates as a financial holding company under the Gramm-Leach-Bliley Act, with its primary business conducted through its subsidiary, Civista Bank, an Ohio-chartered bank that is a member of the Federal Reserve System. The company conducts general banking business across Ohio counties including Erie, Crawford, Champaign, Cuyahoga, Franklin, Huron, Logan, Lorain, Madison, Medina, Montgomery, Ottawa, Richland, Henry, Wood and Summit, in Indiana counties of Dearborn and Ripley, and in Kenton County, Kentucky, and also engages in nationwide equipment leasing through its CLF division. The banking business is highly competitive, with the company facing substantial competition from large regional financial institutions, community banks, thrifts, credit unions, and nontraditional sources such as captive auto finance companies, mortgage banking companies, internet banks, brokerage companies, insurance companies, business leasing and finance companies, and direct mutual funds.

The company's strategy to compete is based on providing high quality, personal service, enhanced local presence, customer access to decision-makers, rapid decision-making, and competitive interest rates and fees. Management emphasizes relationship banking by maintaining and growing customer contacts through personal interaction, and the company seeks to generate 'stickier' deposit accounts with larger average balances. The company's primary competitors are not named individually in the filing, but it notes that certain competitors offer a broader range of products and services and higher lending limits due to their size and resources.

The company generates revenue primarily through interest and fees on loans, which accounted for 77% of total revenue for 2025, 75% for 2024, and 73% for 2023. Revenue is also derived from noninterest income sources including service charges, lease revenue and residual income, bank owned life insurance, and other income. The primary customer segments include individuals, families, businesses, and non-profits, with a focus on small to medium-sized businesses. The company operates through a single reportable segment, with the Chief Financial Officer serving as the chief operating decision maker who evaluates financial performance and allocates resources on a consolidated basis.

The company's loan portfolio is concentrated in real estate lending, with commercial real estate loans comprising 50% of the total loan portfolio in 2025, 52% in 2024, and 54% in 2023. Residential real estate mortgage loans comprised 29% of the total loan portfolio in 2025, 25% in 2024, and 23% in 2023. Commercial and agriculture loans comprised 9% of the total loan portfolio in 2025, 11% in 2024, and 11% in 2023. The company offers a broad range of deposit products including personal and commercial checking accounts, retirement accounts, money market accounts, time and savings accounts, and reciprocal deposits through CDARS and ICS programs. Loan products include commercial and personal loans on a secured and unsecured basis, revolving lines of credit, commercial mortgage loans, residential mortgage loans, home equity loans, bridge loans, and other personal purpose loans, with the company not historically participating in the sub-prime lending market. Through its CLF division, the company offers commercial equipment leasing services for businesses nationwide, and through its Civista Wealth Management division, it offers investment advisory services including personalized investment management, 401(k) advisory services, financial planning, and trust services.

The company's securities portfolio includes U.S. Treasury securities and obligations of U.S. government agencies, obligations of states and political subdivisions, and mortgage-backed securities in government sponsored entities. At December 31, 2025, securities available for sale totaled $681,908 , with mortgage-backed securities of $296,093 , U.S. Treasury securities and obligations of U.S. government agencies of $61,017 , and obligations of states and political subdivisions of $324,798 . The average interest rate of the mortgage-backed securities portfolio at December 31, 2025 was 3.54% , and the average maturity was approximately 15.4 years . The company also offers trust services and, through its Civista Wealth Management division, provides investment and advisory solutions.

On July 10, 2025, the company announced an underwritten public offering of up to a maximum of 3,788,238 of its common shares, subsequently closing on the sale of 3,294,120 common shares on July 14, 2025, and 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 . At the close of business on November 6, 2025, Civista closed the acquisition of The Farmers Savings Bank, which 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 in Medina and Lorain Counties in Northeast Ohio. On April 15, 2025, the company announced a new common share repurchase program authorizing repurchase of a maximum aggregate value of $13.5 million of its outstanding common shares through April 16, 2026, with $12,003,223 of common shares remaining available for purchase under this program as of December 31, 2025.

For the year ended December 31, 2025, the company reported net income of $46,212 , compared to $31,683 for the year ended December 31, 2024. Net interest income for 2025 was $138,583 , an increase of $21,873 , or 18.7% , from 2024. Total interest income increased $14,290 to $220,985 for 2025, while total interest expense decreased $7,583 , or 8.4% , to $82,402 for 2025. The company paid $0.68 per common share in dividends in 2025 compared to $0.64 per common share in 2024. Total assets at December 31, 2025 were $4,336,453 , compared to $4,098,469 at December 31, 2024.

Business Outlook

The company plans to continue focusing on growing its core, commercial operating and retail, non-maturity deposit base with an emphasis on relationship banking, aiming to generate 'stickier' deposit accounts with larger average balances. The company also seeks to leverage its mortgage banking infrastructure to support the origination of residential mortgage loans for sale into the secondary market, a strategy utilized to support growth in non-interest income and help manage exposure to interest rate risk through the sale of longer-duration, fixed-rate loans. The long-term strategic plan for the net proceeds from the July 2025 common share offering is to use them for general corporate purposes, which may include supporting organic growth opportunities and future strategic transactions.

The company plans to continue to maintain robust capital reserves and significant sources of both on- and off-balance sheet liquidity. At December 31, 2025, liquid assets included $77.3 million of short-term cash and equivalents supplemented by $681.9 million of investment securities classified as available for sale, and the company had the capacity to borrow additional funds totaling $696.0 million from the Federal Home Loan Bank of Cincinnati. The company also plans to ensure the adequacy of its allowance for credit losses, which amounted to $42.0 million at December 31, 2025.

Expense discipline is a key strategy to improve operating efficiency and contribute to earnings growth, with the company striving to operate more efficiently by incorporating technology into client offerings. The company's Tier 1 Leverage ratios at December 31, 2025 were 11.3% for the company and 12.3% for Civista Bank, significantly exceeding all regulatory capital guidelines.

The company's capital position is intended to provide a source of strength, and it plans to continue to maintain robust capital reserves. The company did not specify R&D spending levels or capital expenditure plans in the filing. The company paid $0.68 per common share in dividends in 2025 and had a share repurchase authorization of $13.5 million as of April 15, 2025, with $12,003,223 remaining available as of December 31, 2025.

The company faces structural headwinds from changes in economic and political conditions, including inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, and other factors beyond its control that may adversely affect deposit levels, loan demand, the ability of borrowers to repay loans, and the value of collateral. The company also faces significant competition from larger institutions that offer a broader range of products and services and have higher lending limits, which may adversely affect its ability to compete. Additionally, the company is subject to liquidity risk, as a substantial majority of its liabilities are demand, savings, interest checking and money market deposits payable on demand, while a substantial portion of its assets are loans that cannot be called or sold in the same time frame.

Risk Factors

The company's loan portfolio is heavily concentrated in real estate, with approximately 28.9% and 50.0% of the loan portfolio comprised of residential and commercial real estate loans, respectively, at December 31, 2025, making it vulnerable to adverse changes in real estate markets that could cause increases in delinquencies and non-performing assets. Changes in interest rates could have a material adverse effect on net interest income, as the company's results of operations are affected principally by net interest income, and if interest rates paid on deposits and other borrowed funds increase at a faster rate than interest rates received on loans and other investments, earnings could be adversely affected. The company faces significant credit risk, with the allowance for credit losses at $42,020 at December 31, 2025, and if the methodologies and assumptions used in the CECL model prove incorrect, the allowance may not be sufficient, requiring additional provisions that could materially impact financial condition. The company is also subject to liquidity risk, as a substantial majority of liabilities are demand, savings, interest checking and money market deposits payable on demand, while a substantial portion of assets are loans that cannot be called or sold in the same time frame, and uninsured deposits were $647,472 at December 31, 2025.

Management Priorities

Management's message emphasizes the company's strategy to compete by providing high quality, personal service, enhanced local presence, and rapid decision-making, while focusing on expanding relationships in communities, growing core deposits, leveraging the residential mortgage banking infrastructure, improving operating efficiency, and maintaining robust capital and liquidity levels. The company's forward-looking statements reflect expectations, estimates, or projections concerning future results or events, with management cautioning that actual results may differ materially due to various risks and uncertainties. The strategic priorities emphasized for the period ahead include continuing to drive growth and increase profitability while maintaining a high level of asset quality, with specific focus on expanding relationships in communities, core deposit growth, leveraging the mortgage banking infrastructure, improving operating efficiency, and maintaining robust capital and liquidity levels.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 7, MD&A — Financial Condition
  2. [2] Item 7, MD&A — Financial Condition
  3. [3] Item 7, MD&A — Financial Condition
  4. [4] Item 7, MD&A — Financial Condition
  5. [5] Item 7, MD&A — Financial Condition
  6. [6] Item 7, MD&A — Financial Condition
  7. [7] Item 1, Business — Offering of Common Shares
  8. [8] Item 1, Business — Offering of Common Shares
  9. [9] Item 1, Business — Offering of Common Shares
  10. [10] Item 1, Business — Offering of Common Shares
  11. [11] Item 1, Business — Offering of Common Shares
  12. [12] Item 1, Business — Offering of Common Shares
  13. [13] Item 1, Business — Offering of Common Shares
  14. [14] Item 1, Business — Acquisition of The Farmers Savings Bank
  15. [15] Item 1, Business — Acquisition of The Farmers Savings Bank
  16. [16] Item 1, Business — Acquisition of The Farmers Savings Bank
  17. [17] Item 1, Business — Acquisition of The Farmers Savings Bank
  18. [18] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  19. [19] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  20. [20] Item 7, MD&A — Results of Operations, Net Income
  21. [21] Item 7, MD&A — Results of Operations, Net Income
  22. [22] Item 7, MD&A — Results of Operations, Net Interest Income
  23. [23] Item 7, MD&A — Results of Operations, Net Interest Income
  24. [24] Item 7, MD&A — Results of Operations, Net Interest Income
  25. [25] Item 7, MD&A — Results of Operations, Net Interest Income
  26. [26] Item 7, MD&A — Results of Operations, Net Interest Income
  27. [27] Item 7, MD&A — Results of Operations, Net Interest Income
  28. [28] Item 7, MD&A — Results of Operations, Net Interest Income
  29. [29] Item 7, MD&A — Results of Operations, Net Interest Income
  30. [30] Item 7, MD&A — Financial Condition
  31. [31] Item 7, MD&A — Financial Condition
  32. [32] Item 7, MD&A — Financial Condition
  33. [33] Item 7, MD&A — Financial Condition
  34. [34] Item 1, Business — Business Strategy
  35. [35] Item 1, Business — Business Strategy
  36. [36] Item 1, Business — Business Strategy
  37. [37] Item 1, Business — Business Strategy
  38. [38] Item 1, Business — Business Strategy
  39. [39] Item 1, Business — Business Strategy
  40. [40] Item 7, MD&A — Financial Condition
  41. [41] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  42. [42] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  43. [43] Item 1A, Risk Factors — Adverse Changes in the Real Estate Market
  44. [44] Item 1A, Risk Factors — Adverse Changes in the Real Estate Market
  45. [45] Item 7, MD&A — Analysis of the Allowance for Credit Losses
  46. [46] Item 7, MD&A — Financial Condition
  47. [47] Item 7, MD&A — Results of Operations, Net Interest Income
  48. [48] Item 7, MD&A — Distribution of Assets, Liabilities and Shareholders' Equity
  49. [49] Item 7, MD&A — Results of Operations, Net Interest Income
  50. [50] Item 7, MD&A — Distribution of Assets, Liabilities and Shareholders' Equity
  51. [51] Item 7, MD&A — Results of Operations, Net Income
  52. [52] Item 7, MD&A — Results of Operations, Net Income
  53. [53] Item 7, MD&A — Provision and Allowance for Credit Losses
  54. [54] Item 7, MD&A — Provision and Allowance for Credit Losses
  55. [55] Item 7, MD&A — Noninterest Income
  56. [56] Item 7, MD&A — Noninterest Income
  57. [57] Item 7, MD&A — Noninterest Income
  58. [58] Item 7, MD&A — Noninterest Income
  59. [59] Item 7, MD&A — Noninterest Expense
  60. [60] Item 7, MD&A — Noninterest Expense
  61. [61] Item 7, MD&A — Noninterest Expense
  62. [62] Item 7, MD&A — Noninterest Expense
  63. [63] Item 7, MD&A — Income Tax Expense
  64. [64] Item 7, MD&A — Income Tax Expense
  65. [65] Item 7, MD&A — Income Tax Expense
  66. [66] Item 7, MD&A — Income Tax Expense
  67. [67] Item 7, MD&A — Financial Condition
  68. [68] Item 7, MD&A — Financial Condition
  69. [69] Item 7, MD&A — Financial Condition
  70. [70] Item 7, MD&A — Financial Condition
  71. [71] Item 7, MD&A — Financial Condition
  72. [72] Item 7, MD&A — Financial Condition
  73. [73] Item 7, MD&A — Financial Condition
  74. [74] Item 7, MD&A — Financial Condition
  75. [75] Item 7, MD&A — Financial Condition
  76. [76] Item 7, MD&A — Financial Condition
  77. [77] Item 7, MD&A — Financial Condition
  78. [78] Item 7, MD&A — Financial Condition
  79. [79] Item 7, MD&A — Analysis of the Allowance for Credit Losses
  80. [80] Item 7, MD&A — Analysis of the Allowance for Credit Losses
  81. [81] Item 7, MD&A — Analysis of the Allowance for Credit Losses
  82. [82] Item 7, MD&A — Analysis of the Allowance for Credit Losses
  83. [83] Item 7, MD&A — Analysis of the Allowance for Credit Losses
  84. [84] Item 7, MD&A — Analysis of the Allowance for Credit Losses
  85. [85] Item 7, MD&A — Distribution of Assets, Liabilities and Shareholders' Equity
  86. [86] Item 7, MD&A — Distribution of Assets, Liabilities and Shareholders' Equity
  87. [87] Item 7, MD&A — Distribution of Assets, Liabilities and Shareholders' Equity
  88. [88] Item 7, MD&A — Distribution of Assets, Liabilities and Shareholders' Equity
  89. [89] Item 1, Business — Business Strategy
  90. [90] Item 1, Business — Business Strategy

Analysis on 6/21/2026