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 22, 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 May 22, 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: May 22, 2024	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Exhibit 99.1

May 22, 2024

Dear Shareholder,

We are pleased to enclose (unless you have direct deposit) your May 22, 2024, dividend of $0.16 per common share. Based on the March 29, 2024 market close price of $15.38, the $0.16 first quarter dividend is equivalent to an annualized yield of 4.16% and a dividend payout ratio of 42.11%

For the first quarter 2024, we had net income of $6.4 million. The quarter proved to be challenging as the rising costs of our interest-bearing liabilities continued to affect our net interest margin, and we increased our allowance for loan losses as our modeling required higher reserves based on our individually analyzed loan and lease portfolio and loan growth.

Deposit pricing remains extremely competitive, and we continue to see migration from noninterest-bearing and lower rate checking accounts into higher rate interest-bearing accounts. In addition, loan demand has been strong the last several years, and we have been funding some of this growth with higher cost brokered CD’s and overnight borrowings.

During the quarter, our cost of funding increased by 35 basis points to 2.54% while our yield on earning assets increased by 12 basis points to 5.64%. This resulted in our net interest margin contracting by 22 basis points, to 3.22% for the quarter.

Net interest margin contraction is not atypical in the current banking environment and our margin at 3.22% remains better than the industry norm.

We currently are working on a number of initiatives directed at improving our margin, increasing revenue, and reducing expenses. Many of these initiatives are aimed at reducing our reliance on higher cost wholesale funding to fund our assets. Although we have seen some immediate impact, most of the benefit from these initiatives will occur throughout the year.

During the quarter, net loans and leases grew by $36.4 million or at an annualized rate of 5.2%. Growth was tempered in the first quarter with a diligent focus on rate and margin. Credit quality remains good with delinquencies still at historically low levels. As previously mentioned, we did increase our allowance for credit losses which was related to two isolated credits that were downgraded in the fourth quarter of last year. Our allowance for credit losses to loans is 1.34% on March 31, 2024 compared to 1.30% at December 31, 2023.

Deposit balances for the quarter were relatively flat, decreasing $4.3 million, or less than half of 1%, from December 31, 2023 to March 31, 2024.

For further detail, financial statements for the first quarter 2024 are posted to our corporate website at www.CIVB.com.

I also want to take this opportunity to announce that we have hired Ian Whinnem as Senior Vice President, Chief Financial Officer. Mr. Whinnem comes to us from Huntington Bank and has 25 years of finance and accounting, profitability and bank management experience. His start date is June 3, 2024 and he will report directly to me. His predecessor, Todd Michel, will stay in his current role as Controller and will report to Mr. Whinnem. This is a strategic hire that will build depth and succession for us.

In March, at our Board of Directors meeting, we recognized two of our retiring directors, John 0. Bacon and Alan R. Nickles. I want to acknowledge both of them for their many years of service to our organization. Combined they served on the Board for over 44 years. I want to thank both for their commitment and leadership during this time.

In closing, I want to thank you for being a valued shareholder of Civista and appreciate your continued trust. 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	May 22, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000944745
Document Type	8-K
Document Period End Date	May 22, 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