Civista Bancshar SEC Filings

Civista Bancshares (CIVB) closed its merger of The Farmers Savings Bank into Civista Bank. Each Farmers common share was converted into the right to receive $71,086.48 in cash and 2,868.98 Civista common shares. The transaction terms resulted in aggregate consideration of $35,543,239 and approximately 1,434,491 Civista common shares, with cash paid in lieu of fractional shares.

Civista announced the closing on November 6, 2025 and furnished a press release as Exhibit 99.1. The merger was completed under the July 10, 2025 Merger Agreement among Civista, Civista Bank, and Farmers.

Civista Bancshares (CIVB) reported stronger Q3 2025 results. Net income was $12.8 million, or $0.68 per diluted share, up from $8.4 million, or $0.53, a year ago. Net interest income rose to $34.5 million from $29.2 million as funding costs eased, while the provision for credit losses was $0.4 million versus $1.3 million. Noninterest income was $9.6 million and noninterest expense held near flat at $28.3 million.

Total assets were $4.11 billion and deposits were $3.23 billion at quarter‑end. Short‑term FHLB advances declined to $232.0 million from $339.0 million. Shareholders’ equity increased to $499.0 million, aided by a July common share offering that generated approximately $75.7 million in net proceeds, which were used to pay down short‑term FHLB advances; longer‑term uses include general corporate purposes.

The company entered into a merger agreement to acquire The Farmers Savings Bank for $34.925 million in cash and 1,434,491 common shares, implying an aggregate value of about $66.7 million based on an October 24, 2025 share price. Required regulatory approvals have been received; closing is expected in November 2025 pending Farmers’ shareholder approval and other customary conditions.

Civista Bancshares (CIVB) announced participation in two November 2025 financial services conferences. Executives will meet investors to discuss banking trends, strategic growth, and the long-term outlook. The company will attend the Hovde Group conference on November 6–7, 2025 in Naples, FL, and the Piper Sandler conference on November 10–12, 2025 in Miami, FL.

A Third Quarter 2025 Investor Presentation is furnished as Exhibit 99.1 under Item 7.01. Civista is a $4.1 billion financial holding company with 42 locations across Ohio, Southeastern Indiana, and Northern Kentucky.

Civista Bancshares, Inc. (CIVB) announced preliminary, unaudited earnings for the three and nine‑month periods ended September 30, 2025. The company furnished a press release as Exhibit 99.1 to an Item 2.02 Form 8‑K.

Consistent with General Instruction B.2, the information in this report, including Exhibit 99.1, is furnished and not deemed “filed” under the Exchange Act. Civista’s common shares trade on the Nasdaq Stock Market under the symbol CIVB.

Civista Bancshares, Inc. (CIVB) announced a quarterly dividend of $0.17 per common share, consistent with the prior quarter. Shareholders of record on November 4, 2025 will receive payment on November 18, 2025.

Civista is a $4.2 billion financial holding company headquartered in Sandusky, Ohio, operating 42 locations across Ohio, Southeastern Indiana, and Northern Kentucky through Civista Bank.

Civista Bancshares, Inc. (CIVB) announced it has received all bank regulatory approvals required to consummate the merger of The Farmers Savings Bank with and into Civista Bank. The approval was disclosed via a joint press release dated October 14, 2025 and attached as Exhibit 99.1.

Civista is a $4.2 billion financial holding company based in Sandusky, Ohio. Its primary subsidiary, Civista Bank, operates 42 locations across Ohio, Southeastern Indiana, and Northern Kentucky, and offers full-service banking, commercial lending, mortgage, wealth management, and equipment leasing under its Civista Leasing and Finance Division.

Dimensional Fund Advisors LP reports beneficial ownership of 869,663 shares of Civista Bancshares Inc (CIVB), representing 4.5% of the outstanding common stock. Dimensional discloses it has sole voting power over 851,756 shares and sole dispositive power over 869,663 shares, while stating all securities are owned by client Funds for which it acts as adviser or sub-adviser. The filing clarifies Dimensional disclaims beneficial ownership of the Funds' holdings and that the shares are held in the ordinary course of business, not to influence control of the issuer.

Proxy statement/prospectus supplement (Form S-4/A) describes the proposed merger of The Farmers Savings Bank ("Farmers") into Civista Bancshares, Inc./Civista Bank ("Civista"). The transaction contemplates a fixed exchange ratio (reported as 2,869 in the document) and cash consideration (including $69,850 in aggregate cash consideration) producing an implied value of $24.72 per Farmers common share. As of the September 18, 2025 record date there were 500 Farmers common shares outstanding, so shareholder approval requires the affirmative vote of at least 334 shares (two-thirds). Completion is conditioned on regulatory approvals (SEC/Form S-4 effectiveness, Federal Reserve, Ohio Division of Financial Institutions and other governmental consents) and absence of prohibitory orders. The filing includes selected historical financial tables for Civista (including six-month and year-end metrics) and discusses tax, employee retention and integration, and customary termination and indemnity provisions.