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) August 2, 2021

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)

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

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 third quarter dividend of $0.14 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 $2.9 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”.

Item 9.01 Financial Statements and Exhibits

(a) Exhibit 99.1 Letter to Shareholders dated August 2, 2021

Exhibit 104    Cover Page Interactive File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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

	Civista Bancshares, Inc.
	(Registrant)
Date: August 2, 2021	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Exhibit 99.1

August 2, 2021                                                             

Dear Shareholder,

We are pleased to enclose (unless you have direct deposit) your August 2, 2021, dividend of $0.14 per common share. This is a $0.02 per share, or 17%, increase in your dividend. We continue to go through the exercise of balancing the retention of capital to be used for growth and financial stability versus the total return to you, our shareholder. Based on this exercise, we believe an increase was justified. Our stock closed at $22.10 on June 30, 2021.

I am also pleased to report another strong quarter of earnings. We reported net income of $9.2 million, or $0.59 per diluted share, for the second quarter and net income of $19.9 million, or $1.27 per diluted share, for the six months ending June 30, 2021. Our earnings per share for the quarter increased 45.1% compared to the second quarter of 2020 as well as 43.9% compared to the first six months of 2020. This is a direct result of exceptional work from all of our employees and the continued focus on growing and diversifying our revenue streams. For more detail on our financial performance, a copy of the press release announcing our second quarter 2021 results is posted to our corporate website at www.CIVB.com.

During the quarter, we also launched our new Civista Digital Banking platform which provides a better customer experience and enhanced mobile and online banking capabilities. The enhanced product will benefit both consumer and business customers. As part of our new platform, we will also be rolling out online account opening and improving our in-branch account opening process later this year.

The application process for Round 2 of the Paycheck Protection Program (PPP) ended during the second quarter. We made 1,340 loans for $131 million in Round 2. Civista was proud to participate in this program as these loans directly assisted businesses in the communities that we serve. Previously in Round 1, the bank made 2,360 loans for $268 million, so in total we made 3,700 loans totaling $399 million. For complete details regarding PPP forgiveness, please refer to the bank website at www.civista.bank.

All of our branch lobbies are open and operating under normal business hours. We continue to work closely with our customers and invite anyone needing assistance to reach out to your banking officer or local branch for assistance. At Civista, we value relationships and we seek to make a difference in our communities. If you have questions, a call is always welcome.

Sincerely,

Dennis G. Shaffer

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.

XML

Document and Entity Information	Aug. 02, 2021
Cover [Abstract]
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000944745
Document Type	8-K
Document Period End Date	Aug. 02, 2021
Entity Registrant Name	Civista Bancshares, Inc.
Entity Incorporation State Country Code	OH
Entity File Number	001-36192
Entity Tax Identification Number	34-1558688
Entity Address, Address Line One	100 East Water Street
Entity Address, Address Line Two	P.O. Box 5016
Entity Address, City or Town	Sandusky
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44870
City Area Code	(419)
Local Phone Number	625-4121
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common
Trading Symbol	CIVB
Entity Emerging Growth Company	false