Civista Bancshar SEC Filings

Civista Bancshares proposes to merge with The Farmers Savings Bank, combining Farmers into Civista through an Agreement and Plan of Merger filed as part of this Form S-4. The transaction contemplates issuance of Civista common shares and cash consideration, with an indicated fixed exchange ratio resulting in an implied value per Farmers common share of $24.72 (including $69,850 in cash consideration). The merger requires regulatory approvals including the SEC, Federal Reserve and Ohio Division of Financial Institutions and approval by Farmers shareholders (at least two-thirds of 500 outstanding Farmers common shares, i.e., at least 334 votes). The proxy/Form S-4 will include the definitive Proxy Statement and related disclosures. The filing discloses Civista and Farmers historical financial data (selected six-month and year-end metrics in thousands), governance and charter differences to be resolved post-merger, customary conditions, termination provisions, purchase price adjustments tied to closing equity near $56.0 million, and tax and employee retention risks. The filing lists comparable companies, selected transactions, required consents, material exhibits and advisors including Janney Montgomery Scott LLC and legal opinions filed with the registration statement.

Civista Bancshares insider Robert L. Katitus reported initial beneficial ownership in common stock tied to his role as SVP/CLO. The Form 3 records 2,273, 4,550 and 622 shares held directly and shows the triggering event date of 08/18/2025. An amendment (Form 3/A) filed 08/27/2025 states the original filing omitted CIVB shares and was corrected. The amendment is signed by Lori A. Castillo by power of attorney.

Nathan E. Weaks, identified as an officer of Civista Bancshares, Inc. (CIVB), reported transactions on 08/21/2025. The filing shows a purchase of 500 common shares at $19.85. After the reported activity, the filing lists 10,283 shares beneficially owned (indirect). The form also records a disposition of 3,339 shares held in an IRA. Transactions were signed by power of attorney on 08/21/2025.

Nathan E. Weaks, an officer of Civista Bancshares, Inc. (CIVB), reported transactions on 08/18/2025 in the company's common stock. The filing shows a purchase of 500 shares at $19.95, and the report lists 9,783 shares beneficially owned following the reported activity, held indirectly in an IRA. The form also records a disposition of 3,339 shares in the same class.

Civista Bancshares (CIVB) Q2-25 10-Q highlights:

• Net income jumped 56% YoY to $11.0 m; diluted EPS rose to $0.71 from $0.45.
• Net interest income increased 25% YoY to $34.8 m as loan growth (+2% YTD to $3.15 b) and slightly lower funding costs offset deposit pressure.
• Interest expense fell 6% YoY despite a shift toward higher-cost FHLB advances (short-term advances up 28% since year-end to $433.5 m).
• Credit quality steady: ACL/loans at 1.28% (1.29% YE-24); Q2 provision $1.17 m vs $1.80 m prior year; net charge-offs <0.1% of loans.
• Non-interest income contracted 37% to $6.6 m, mainly from lower lease revenue and equity gains; expense discipline (-3% YoY) partly offset the decline.
• Deposits slipped 0.5% YTD to $3.20 b; non-interest-bearing mix fell to 20% from 22%.
• Shareholders’ equity rose 4% to $404 m despite a wider AOCI loss (-$54 m) tied to securities valuation; tangible book ≈ $20.9/share.
• Liquidity/capital: CET1 not disclosed in excerpt, but equity/asset ratio improved to 9.7%; cash & equivalents $73.9 m (+17% YTD).

Overall, stronger margin, controlled credit costs and lower operating expenses drove record quarterly earnings, offset by softer fee income, continued unrealized losses on the AFS portfolio and rising wholesale funding reliance.