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) March 1, 2023

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 first 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 $3.5 billion financial holding company headquartered in Sandusky, Ohio. Its primary subsidiary, Civista Bank, was founded in 1884 and provides full-service banking, commercial lending, mortgage, and wealth management services. Today, Civista Bank operates 43 locations across Ohio, Southeastern Indiana, and Northern Kentucky. Civista Bank also offers commercial equipment leasing services for businesses nationwide through its subsidiary, Vision Financial Group, Inc. (VFG), centered in Pittsburgh, Pennsylvania. Civista Bancshares’ common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. Learn more at www.civb.com.

Item 9.01 Financial Statements and Exhibits

(a) Exhibit 99.1 Letter to Shareholders dated March 1, 2023

Exhibit104     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: March 1, 2023	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Exhibit 99.1

March 1, 2023

Dear Shareholder,

We are pleased to enclose (unless you have direct deposit) your March 1, 2023, dividend of $0.14 per common share. Our stock closed at $22.01 on December 31, 2022.

We ended the year with a strong fourth quarter. Net income for the quarter was $12.1 million, as we saw continued net interest margin expansion and strong loan growth. Our net interest margin improved 11 basis points over the linked quarter to 4.14% and net loans, exclusive of our VFG acquisition grew by $150.9 million or at an annualized rate of 26%.

As rates have continued to rise, we have benefited by having a strong low-cost core deposit base and an asset-sensitive balance sheet where existing loans have repriced at higher rates and new loans have been added at higher yields.

For the year, we had near record net income of $39.4 million, which was just short of last year’s record total of $40.5 million. In addition to benefitting from a rising interest rate environment and a disciplined approach to pricing deposits, our success is a result of a lot of hard work from our employees and our continued focus on growth, both organically and through acquisition.

Loans in 2022 increased, exclusive of acquisitions, by $314.1 million or at an annualized growth rate of 15.7%. Net interest income for the year increased by $14.8 million or 15.5% as a result of our growth and higher yields on earning assets.

For further detail, financial statements for the fourth quarter and full year 2022 are posted to our corporate website at www.CIVB.com.

As I mentioned in my previous dividend letters, we did complete two acquisitions last year. On July 1, 2022, we acquired Comunibanc Corp., the parent company of The Henry County Bank headquartered in Napoleon, Ohio. Comunibanc had total assets of $315 million and total loans of $175 million. The acquisition added seven branches in Henry and Wood Counties in Northwest Ohio to our footprint. We now have 41 branch offices and two loan production offices throughout Ohio, southeastern Indiana and Northern Kentucky.

We also acquired Vision Financial Group (“VFG”) on October 3, 2022. VFG is a full-service equipment leasing and finance company based in Pittsburgh, PA. We are operating VFG as a subsidiary of Civista Bank.

Continued growth helps us leverage many of our recent technology investments which should lead to greater efficiency. The Henry County Bank’s strong core customer base and their approximate 65% loan-to-deposit ratio has provided us liquidity to fund our loan growth in Northwest Ohio and throughout our footprint. The acquisition of VFG adds leasing as another alternative to our lending products and helps to diversify our revenue streams. It also brings higher yielding assets to our balance sheet.

You will be receiving your annual report and proxy by mid-March. In it, I will provide you with more detail and narrative on our 2022 performance. As always, I encourage you to read the material and vote your shares. Your votes and comments are important. I do look at them.

The annual shareholders meeting is April 18, 2023, at 10 am and will be held at BGSU Firelands College – Cedar Point Center, One University Drive, Huron, Ohio. Meeting information will be posted to our corporate website at www.CIVB.com approximately four weeks prior to the meeting date.

In closing, I’d like to recognize all of our employees here at Civista for their contributions this past year. They are the reason for our success, and I am honored to work with all of them. 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	Mar. 01, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000944745
Document Type	8-K
Document Period End Date	Mar. 01, 2023
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
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false