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)

April 19, 2022

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 7.01 Regulation FD Disclosure

On April 19, 2022, Civista Bancshares, Inc. held its Annual Meeting of shareholders. The presentation material is attached hereto as Exhibit 99.1

The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Civista Bancshares, Inc. is a $3.0 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

(d) Exhibit 99.1 Annual Meeting presentation material

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: April 20, 2022	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Welcome Annual Shareholder Meeting April 19, 2022 NASDQ: CIVB Exhibit 99.1

FORWARD-LOOKING STATEMENTs Forward‐Looking Statements. This presentation may contain “forward‐looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward‐looking statements express management’s current expectations, estimates or projections of future events, results or long‐term goals, and are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. All statements in this material speak only as of the date they are made, and we undertake no obligation to update any statement except to the extent required by law. 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 actual results or performance to differ materially from those expressed in or implied by the forward‐looking statements. Factors that could cause actual results or performance to differ from those discussed in the forward‐looking statements include the risks identified from time to time in our public filings 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, 2021, as supplemented by any additional risks identified in the Company’s subsequent Form 10‐Qs. These risks and uncertainties should be considered in evaluating forward‐looking statements and undue reliance should not be placed on such statements.

James o. miller Chairman of the board

agenda 2022 annual meeting Welcome & Introductions Call to Order Affidavit Notice of Meeting Quorum Minutes of the 2021 Annual Meeting Proposal 1 Proposal 2 Proposal 3 Management Presentation Voting Results Adjournment

855-238-2712 Shareholders and others call in: https://www.webcaster4.com/webcast/page/1684/44427 Link Is also available on our website civb.com Connect online:

PROPOSAL PRESENTATION PROPOSAL NO.1: Election of Directors PROPOSAL NO.2: Compensation of Executive Officers PROPOSAL NO.3: Appointment of BKD, LLP as independent public accounting firm

Management presentation Dennis Shaffer, CEO & president

2021 Most financially successful year in our history Record Net Income $40.5 million Return on Average Assets 1.34% Return on Average Equity 11.61%

loan growth Record Gross Loan Production - $1.2 billion

loan growth SBA Paycheck Protection Program (PPP) - $131 million during second round

loan growth Sold Secondary Market Residential Mortgage Loans - $260.3 million Community View Loan (Residential Portfolio Loans) - $31.2 million

deposit growth Deposit Balances grew by $227.3 million (10.4%) Deposit Portfolio Balance - $2.4 billion EOY $68.1 million (30%) of this growth occurred in non-interest demand accounts. Non-interest demand accounts made up 33% of all Civista deposits

Investment security portfolio growth Grew by $196.6 million in 2021 EOY balance $560.9 million

Non-interest income $31.5 million in 2021 Increase of $3.3 million (11.6%) INCREASED EARNINGS: Strong Residential Mortgage Production Interchange Fees Service Charges Wealth Management

OTHER 2021 ACCOMPLISHMENTS Board approved $13.5 million share repurchase Repurchased 983,400 shares for $22.59 per share $9.3 million of the authorization remained at end of 2021

OTHER 2021 ACCOMPLISHMENTS Increased dividend TWICE in 2021 Stock price increased 39.2% in 2021 Completed a private placement of $75 million in subordinated notes to support growth

Acquisition agreement Comunibanc Corp, parent company of The Henry County Bank, Napoleon, Ohio. Comunibanc Total Assets: $329 million Comunibanc Total Loans: $165 million

Acquisition agreement Will add 7 branches in Henry and Wood Counties and $276 million in low-cost deposits

Acquisition: Combined company Total Assets: $3.3 billion Total Net Loans: $2.1 billion Total Deposits: $2.7 billion

Acquisition: benefits Significantly accelerates our presence in NW Ohio Helps accomplish Strategic Goal of having a significant presence in the top five Ohio metropolitan areas Growth helps leverage our technology investments Henry County Bank’s strong core customer base fits well with our relationship banking philosophy Henry County Bank’s 60% loan-to-deposit ratio provides ample liquidity to accelerate loan growth in NW Ohio and Greater Toledo area

Acquisition: looking forward Estimating 10% to 11% earnings per share accretion Anticipate retaining customer-facing personnel Majority of cost-saves recognized through the elimination of duplicate services and systems

Investment in technology Electronic Statement Enhancement New Digital Banking Platform Introduction of Chatbot “Penny” Online Account Opening Automated Commercial Lending Workflow System

Electronic statements NEW Electronic document delivery portal for statements, account notices, and tax documents Since launch in April 2021, 16% increase in electronic statement adoption for checking and savings accounts

New digital banking Successfully transitioned 33,000 users Simplified and consistent experience across all devices – mobile, tablet, desktop New tools for managing daily finances Enhanced security and ease Allows us to deliver a more personalized customer experience

Online account opening Key channel for both existing customer and new customer checking acquisition and deposit growth

Chatbot “penny” Virtual Banking Assistant within Civista Digital Banking and on Civista.Bank website Uses Artificial Intelligence (AI) and Live Support to meet customers in the channel they prefer

New loan origination system LoanVantage Improves internal workflow from Application to Closing Eliminates duplication Streamlines work efforts across internal departments

Looking ahead: 2022 Building out Strategic Implementations Continue to invest in our people, systems, and products Accelerate Digital Banking efforts to deliver products and services more efficiently and make banking with Civista as effortless as possible

Looking ahead: 2022 KEY OBJECTIVE: Build customer confidence in using digital services Improve customers’ financial lives Gain customer loyalty Establish Civista as a trusted financial provider

Looking ahead: 2022 Continue to build a strong Corporate Culture

Looking ahead: 2022 Expand Diversity, Equity, and Inclusion Efforts

Looking ahead: 2022 Continue to invest in the communities we serve, with our funding, volunteer hours, and active leadership

Looking ahead: 2022 We will remain an independent community bank Disciplined approach to managing Civista Bank Long-term focus on driving shareholder value

Q & A

Voting results PROPOSAL NO. 1: Election of Directors PROPOSAL NO. 2: Compensation of Executive Officers PROPOSAL NO. 3: Appointment of BKD, LLP as independent public accounting firm

Thank you for attending!

XML

Document and Entity Information	Apr. 19, 2022
Cover [Abstract]
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000944745
Document Type	8-K
Document Period End Date	Apr. 19, 2022
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