8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 1, 2019

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

Ohio	001-36192	34-1558688
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	( IRS Employer Identification No.)

100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870

(Address of principle executive offices)

Registrant’s telephone number, including area code: (419) 625-4121

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

Civista Bancshares, Inc. is sending a letter to its shareholders along with the payment of a second quarter dividend of $0.11 per share. The letter discusses a number of issues that have had an impact on, and are expected to continue to impact, the Company. A copy of the letter as mailed is attached hereto as Exhibit 99.1.

Civista Bancshares, Inc. is a $2.1 billion financial holding company headquartered in Sandusky, Ohio and may be accessed at www.civb.com. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. The Company’s depositary shares, each representing a 1/40^th ownership interest in a Series B Preferred Share, are traded on the NASDAQ Capital Market under the symbol “CIVBP”.

Item 9.01 Financial Statements and Exhibits

(a) Exhibit 99.1 Letter to Shareholders dated May 1, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Civista Bancshares, Inc.
	(Registrant)
Date: May 1, 2019	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Exhibit 99.1

May 1, 2019

Dear Shareholder:

We are pleased to enclose (unless you have direct deposit) your May 1, 2019, dividend of $0.11 per common share. This is a $0.02 per share increase in your dividend. We have commented in the past on the exercise your management and board go through to balance retention of capital for growth and return to you, our shareholder, in dividends, but also return in increasing value. Our stock closed at $21.83 on March 31, 2019 compared to $17.42 on December 31, 2018. This is a 25.3% increase in value year to date.

Our first quarter 2019 earnings will be released on May 3, 2019 and earnings will be posted to our corporate website at CIVB.com.

Our focus remains on growing the bank and on enhancing our overall customer experience. We are working on a number of product and service initiatives for 2019, aimed at providing greater convenience and security. A top priority for us is to continue to make it easy to do business with Civista Bank.

We have started construction on a full-service banking facility in the Cleveland suburb of Beechwood. Establishing a full-service office should allow us to expand our deposit gathering opportunities in this market. We anticipate opening this facility sometime this summer.

We also continue to be focused on the integration of the United Community Bank acquisition which we closed and converted last September. We have recognized all costs associated with that transaction and we are extremely pleased with the early operating results and with the integration of our two cultures.

We value relationships and we seek to make a difference in the communities that we serve, for the benefit of all our customers, employees and shareholders. If you have questions, a call is always welcomed.

Sincerely,
James O. Miller	Dennis G. Shaffer
Chairman of the Board	CEO and President

Cautionary Statement Regarding Forward-Looking Information

Comments made in this letter include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to numerous assumptions, risks and uncertainties. Although management believes that the expectations reflected in the forward-looking statements are reasonable, actual results or future events could differ, possibly materially, from those anticipated in these forward-looking statements. The forward-looking statements speak only as of the date of this letter, and Civista Bancshares, Inc. assumes no duty to update any forward-looking statements to reflect events or circumstances after the date of this letter, except to the extent required by law.