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, 2024

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 $0.16 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 $3.9 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 Leasing & Finance, a division of Civista Bank, offers commercial equipment leasing services for businesses nationwide. 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, 2024

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: March 1, 2024	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Exhibit 99.1

March 1, 2024

Dear Shareholder,

We are pleased to enclose (unless you have direct deposit) your March 1, 2024, dividend of $0.16 per common share. Our stock closed at $18.44 on December 31, 2023.

For the fourth quarter of 2023, we reported net income of $9.7 million, which compares to $12.1 million a year ago. We, like much of the banking industry, continue to see net interest margin contraction due to higher interest expense. Much of this expense is the result of a greater reliance on wholesale deposit funding to keep up with our strong loan demand and customers shifting out of non-interest-bearing deposits to interest-bearing deposits.

Deposit costs for the quarter were 179 basis points and total funding costs were 219 basis points. This compares to a year ago, when our deposit costs were 22 basis points and total funding costs were 86 basis points. The Federal Reserve increased interest rates throughout the year and deposit pricing became extremely competitive when several larger regional banks failed in March.

Our fourth quarter was, once again, highlighted by strong loan demand. Loans grew by $102.0 million, or at an annualized rate of 14.8%. Demand comes from all areas of our footprint, as we continue to strengthen market share in most of our rural markets and add new customers in our urban markets.

Despite uncertainties associated with the economy and the higher interest rate environment, our credit quality continues to remain strong.

Non-interest income for the quarter increased $698,000 or approximately 8.6% from the previous quarter and non-interest expense decreased $1.4 million or 5.4% from the linked quarter.

For the year, we had a record net income of $43.0 million, compared to $39.4 million a year ago. The bank is now approximately $3.9 billion in assets, which is an increase of 6.1% from the end of last year. Loans grew organically by $315.1 million and loan balances as of December 31, 2023, exceed $2.8 billion. Our success is a result of a lot of hard work from our employees and our continued disciplined approach to managing the company.

For further detail, financial statements for the fourth quarter and full year 2023 are posted to our corporate website at www.CIVB.com.

In early November, Michael D. Mulford joined Civista as Senior Vice President and Chief Credit Officer, in preparation for the December 31, 2023, retirement of Paul Stark. Mike brings 33 years of credit experience with him including 14 years as a Chief Credit Officer at First Federal Bank of the Midwest and most recently, Coastal Carolina Bank. I am pleased to have Mike as part of our team.

I also want to take this opportunity to recognize Paul Stark for the significant contributions he made to our organization. Paul joined us in 2010 and was very instrumental in strengthening the bank’s credit culture and credit risk management processes. Through his leadership, he has developed a talented and highly capable team that leaves the bank in a position of strength. I am extremely grateful to have had the opportunity to work with Paul and I, and our entire organization, wish him nothing but the best in retirement.

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 2023 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 16, 2024, 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, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000944745
Document Type	8-K
Document Period End Date	Mar. 01, 2024
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