STOCK TITAN

Civista Bancshares Q3 2026 net income climbs to $16M

Civista reinvested proceeds from three lower-yielding debt security sales in higher-yielding securities, which management expects to support future net interest income.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

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Form Type
10-Q

Rhea-AI Filing Summary

Civista Bancshares, Inc. (CIVB) reported third-quarter 2026 net income of $16.019 million, compared with $12.760 million a year earlier, and diluted earnings per common share of $0.77 versus $0.68. Net interest income was $39.430 million, compared with $34.545 million.

For the first nine months of 2026, net income was $45.323 million versus $33.943 million, and net cash provided by operating activities was $56.870 million versus $33.661 million. Civista paid common stock dividends of $0.18 per share in the quarter. At September 30, 2026, total assets were $4.305 billion and loans, net of the allowance for credit losses, were $3.251 billion. Accumulated other comprehensive loss was $63.948 million, compared with $40.315 million at December 31, 2025.

During the quarter, Civista sold three lower-yielding debt securities for proceeds of $6.560 million and recorded $1.571 million in realized losses. It reinvested the proceeds in higher-yielding securities, which management expects to support future net interest income. The allowance for credit losses on loans was $42.397 million at September 30, 2026.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

How the balance works

Positive

  • Moderate pointThird-quarter net income was $16.019 million, versus $12.760 million a year earlier.

Negative

  • None.

Filing Explained

In July 2025, Civista completed an underwritten sale of 3,788,238 common shares, reporting net proceeds of $75,666 thousand; it initially used the proceeds to pay down short-term FHLB advances. The added shares increased the share count and reduced existing holders’ percentage ownership, absent offsetting changes.

Third-quarter net income $16.019 million; $12.760 million Three months ended September 30, 2026; 2025 comparison
Third-quarter net interest income $39.430 million; $34.545 million Three months ended September 30, 2026; 2025 comparison
Diluted earnings per common share $0.77; $0.68 Three months ended September 30, 2026; 2025 comparison
Nine-month net income $45.323 million; $33.943 million Nine months ended September 30, 2026; 2025 comparison
Net cash provided by operating activities $56.870 million; $33.661 million Nine months ended September 30, 2026; 2025 comparison
Accumulated other comprehensive loss $63.948 million; $40.315 million September 30, 2026; December 31, 2025
Allowance for credit losses $42.397 million Loans, September 30, 2026
allowance for credit losses financial
"Allowance for credit losses"
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
available-for-sale securities financial
"unrealized losses on available-for-sale securities"
Available-for-sale securities are investments in stocks, bonds or similar instruments that a company does not intend to trade frequently but may sell before they mature. They matter to investors because changes in the market value of these holdings show up as paper gains or losses on the company's balance sheet rather than immediately in profit, so they can affect reported net worth and the timing of income without changing day-to-day earnings. Think of them like items on a household shelf you might sell later: their value moves with the market even if you haven’t cashed out.
amortized cost basis financial
"recovery of their amortized cost basis"
The purchase price of a debt instrument (or similar financial asset) adjusted over time for the systematic recognition of any premium or discount and for principal repayments, producing the carrying value used on financial statements. Amortized cost basis is typically calculated by spreading the difference between purchase price and maturity value across the life of the instrument (commonly using the effective interest method), so the basis moves toward par at maturity; it does not reflect current market price or unrealized gains and losses recognized under fair-value accounting. Accounting and tax regimes can require different amortization methods, so the exact calculation may vary depending on the applicable standard or tax rule.
direct financing and sales-type leases financial
"net investment in direct financing and sales-type leases"
gross-up method financial
"applying the gross-up method to a broader group"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did CIVB earn in the third quarter of 2026?

Civista reported net income of $16.019 million for the three months ended September 30, 2026, compared with $12.760 million in 2025. Diluted earnings per common share were $0.77, versus $0.68.

How much net interest income did CIVB report in the third quarter of 2026?

Civista reported net interest income of $39.430 million for the three months ended September 30, 2026, compared with $34.545 million in 2025. For the nine months ended September 30, 2026, net interest income was $115.846 million, versus $102.132 million.

How many CIVB securities were in an unrealized loss position?

At September 30, 2026, Civista had 548 securities in an unrealized loss position, with $75.870 million in aggregate unrealized losses; the corresponding count was 372 at December 31, 2025. Civista said the losses were mainly due to higher market rates than at purchase and reported no credit losses for the three- or nine-month periods ended September 30, 2026.

When did CIVB complete its acquisition of The Farmers Savings Bank?

Civista closed its acquisition of The Farmers Savings Bank at the close of business on November 6, 2025. The acquisition added approximately $268.139 million in total assets, $106.161 million in loans and leases, $236.097 million in deposits, and two branches.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended - September 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36192

 

Civista Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

Ohio

 

34-1558688

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

100 East Water Street, Sandusky, Ohio

 

44870

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (419) 625-4121

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

☐

 

 

Accelerated filer

 

☒

Non-accelerated filer

 

☐

 

 

Smaller reporting company

 

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Shares, no par value, outstanding at November 1, 2026—20,712,013 shares

 

 

 


 

CIVISTA BANCSHARES, INC.

Index

 

PART I.

Financial Information

 

2

 

Item 1.

Financial Statements:

 

2

 

 

Consolidated Balance Sheets (Unaudited) September 30, 2026 and December 31, 2025

2

 

Consolidated Statements of Operations (Unaudited) Three and Nine months ended September 30, 2026 and 2025

3

 

Consolidated Statements of Comprehensive Income (Unaudited) Three and Nine months ended September 30, 2026 and 2025

4

 

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) Three and Nine months ended September 30, 2026 and 2025

5

 

Condensed Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30, 2026 and 2025

6

 

Notes to Interim Consolidated Financial Statements (Unaudited)

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

44

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

58

Item 4.

Controls and Procedures

60

 

 

 

PART II.

Other Information

 

61

 

Item 1.

Legal Proceedings

61

Item 1A.

Risk Factors

61

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

61

Item 3.

Defaults Upon Senior Securities

61

Item 4.

Mine Safety Disclosures

62

Item 5.

Other Information

62

Item 6.

Exhibits

63

Signatures

 

64

 

 


 

Part I – Financial Information

ITEM 1. Financial Statements

CIVISTA BANCSHARES, INC.

Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

September 30, 2026

 

 

 

 

 

 

(Unaudited)

 

 

December 31, 2025

 

ASSETS

 

 

 

 

 

 

Cash and due from financial institutions

 

$

67,710

 

 

$

77,320

 

Investments in time deposits

 

 

3,165

 

 

 

1,165

 

Securities available-for-sale

 

 

637,252

 

 

 

681,908

 

Equity securities

 

 

2,965

 

 

 

2,692

 

Loans held for sale

 

 

3,548

 

 

 

7,180

 

Loans, net of allowance for credit losses of $42,397 and $42,020

 

 

3,250,526

 

 

 

3,228,026

 

Other securities

 

 

26,829

 

 

 

25,942

 

Premises and equipment, net

 

 

37,026

 

 

 

40,611

 

Accrued interest receivable

 

 

14,704

 

 

 

14,436

 

Goodwill

 

 

130,438

 

 

 

130,438

 

Other intangible assets, net

 

 

10,832

 

 

 

13,100

 

Bank owned life insurance

 

 

64,355

 

 

 

63,153

 

Swap assets

 

 

1,863

 

 

 

3,494

 

Deferred taxes

 

 

23,178

 

 

 

16,501

 

Other assets

 

 

30,535

 

 

 

30,487

 

Total assets

 

$

4,304,926

 

 

$

4,336,453

 

LIABILITIES

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

Noninterest-bearing

 

$

725,403

 

 

$

702,032

 

Interest-bearing

 

 

2,752,276

 

 

 

2,764,432

 

Total deposits

 

 

3,477,679

 

 

 

3,466,464

 

Short-term Federal Home Loan Bank advances

 

 

122,500

 

 

 

175,000

 

Long-term Federal Home Loan Bank advances

 

 

466

 

 

 

855

 

Subordinated debentures

 

 

104,359

 

 

 

104,234

 

Other borrowings

 

 

2,640

 

 

 

4,090

 

Swap liabilities

 

 

10,544

 

 

 

5,748

 

Accrued expenses and other liabilities

 

 

33,997

 

 

 

36,588

 

Total liabilities

 

 

3,752,185

 

 

 

3,792,979

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Common shares, no par value, 40,000,000 shares authorized, 24,669,812 shares issued at September 30, 2026 and 24,607,544 shares issued at December 31, 2025, including Treasury shares

 

 

421,097

 

 

 

419,769

 

Retained earnings

 

 

273,891

 

 

 

239,784

 

Treasury shares, 3,957,799 common shares at September 30, 2026 and 3,861,070 common shares at December 31, 2025, at cost

 

 

(78,299

)

 

 

(75,764

)

Accumulated other comprehensive loss

 

 

(63,948

)

 

 

(40,315

)

Total shareholders’ equity

 

 

552,741

 

 

 

543,474

 

Total liabilities and shareholders’ equity

 

$

4,304,926

 

 

$

4,336,453

 

See notes to interim unaudited consolidated financial statements

Page 2


 

CIVISTA BANCSHARES, INC.

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Interest and dividend income

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

51,385

 

 

$

48,718

 

 

$

150,502

 

 

$

146,336

 

Taxable securities

 

 

3,870

 

 

 

3,922

 

 

 

11,732

 

 

 

11,228

 

Tax-exempt securities

 

 

2,255

 

 

 

2,324

 

 

 

6,836

 

 

 

7,002

 

Deposits in other banks

 

 

313

 

 

 

276

 

 

 

1,109

 

 

 

678

 

Total interest and dividend income

 

 

57,823

 

 

 

55,240

 

 

 

170,179

 

 

 

165,244

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

15,889

 

 

 

16,347

 

 

 

47,236

 

 

 

47,621

 

Federal Home Loan Bank advances

 

 

1,324

 

 

 

3,070

 

 

 

3,520

 

 

 

11,619

 

Subordinated debentures

 

 

1,122

 

 

 

1,170

 

 

 

3,350

 

 

 

3,496

 

Other borrowings

 

 

58

 

 

 

108

 

 

 

227

 

 

 

376

 

Total interest expense

 

 

18,393

 

 

 

20,695

 

 

 

54,333

 

 

 

63,112

 

Net interest income

 

 

39,430

 

 

 

34,545

 

 

 

115,846

 

 

 

102,132

 

Provision for credit losses - loans and leases

 

 

823

 

 

 

378

 

 

 

1,306

 

 

 

2,797

 

Provision for (recovery of) credit losses - off-balance sheet credit exposures

 

 

472

 

 

 

(178

)

 

 

1,130

 

 

 

(5

)

Net interest income after provision

 

 

38,135

 

 

 

34,345

 

 

 

113,410

 

 

 

99,340

 

Noninterest income

 

 

 

 

 

 

 

 

 

 

 

 

Service charges

 

 

1,835

 

 

 

1,667

 

 

 

5,438

 

 

 

4,756

 

Net loss on sale of securities

 

 

(1,571

)

 

 

—

 

 

 

(1,571

)

 

 

—

 

Net gain on equity securities

 

 

99

 

 

 

255

 

 

 

272

 

 

 

152

 

Mortgage Banking

 

 

1,085

 

 

 

1,018

 

 

 

3,040

 

 

 

2,261

 

ATM/Interchange fees

 

 

1,553

 

 

 

1,435

 

 

 

4,494

 

 

 

4,179

 

Wealth management fees

 

 

1,458

 

 

 

1,402

 

 

 

4,350

 

 

 

4,067

 

Leasing and commercial finance revenue

 

 

2,572

 

 

 

2,707

 

 

 

7,274

 

 

 

5,984

 

Bank owned life insurance

 

 

413

 

 

 

666

 

 

 

1,202

 

 

 

1,438

 

Swap fees

 

 

—

 

 

 

—

 

 

 

59

 

 

 

125

 

Other

 

 

2,207

 

 

 

483

 

 

 

3,531

 

 

 

1,120

 

Total noninterest income

 

 

9,651

 

 

 

9,633

 

 

 

28,089

 

 

 

24,082

 

Noninterest expense

 

 

 

 

 

 

 

 

 

 

 

 

Compensation expense

 

 

15,484

 

 

 

15,161

 

 

 

47,450

 

 

 

44,216

 

Net occupancy expense

 

 

1,589

 

 

 

1,466

 

 

 

4,795

 

 

 

4,519

 

Contracted data processing

 

 

611

 

 

 

559

 

 

 

1,923

 

 

 

1,662

 

FDIC assessment

 

 

365

 

 

 

627

 

 

 

1,208

 

 

 

2,189

 

State franchise tax

 

 

629

 

 

 

536

 

 

 

1,782

 

 

 

1,696

 

Professional services

 

 

1,244

 

 

 

1,225

 

 

 

4,050

 

 

 

5,113

 

Equipment expense

 

 

1,560

 

 

 

2,205

 

 

 

5,369

 

 

 

6,072

 

ATM/Interchange expense

 

 

786

 

 

 

755

 

 

 

2,261

 

 

 

2,018

 

Marketing

 

 

543

 

 

 

391

 

 

 

1,563

 

 

 

976

 

Amortization of core deposit intangibles

 

 

675

 

 

 

318

 

 

 

2,067

 

 

 

988

 

Software maintenance expense

 

 

1,465

 

 

 

1,480

 

 

 

4,175

 

 

 

4,051

 

Other operating expenses

 

 

3,027

 

 

 

3,604

 

 

 

9,861

 

 

 

9,435

 

Total noninterest expense

 

 

27,978

 

 

 

28,327

 

 

 

86,504

 

 

 

82,935

 

Income before taxes

 

 

19,808

 

 

 

15,651

 

 

 

54,995

 

 

 

40,487

 

Income tax expense

 

 

3,789

 

 

 

2,891

 

 

 

9,672

 

 

 

6,544

 

Net Income

 

$

16,019

 

 

$

12,760

 

 

$

45,323

 

 

$

33,943

 

Earnings per common share, basic

 

$

0.77

 

 

$

0.68

 

 

$

2.18

 

 

$

2.04

 

Earnings per common share, diluted

 

$

0.77

 

 

$

0.68

 

 

$

2.18

 

 

$

2.04

 

See notes to interim unaudited consolidated financial statements

Page 3


 

CIVISTA BANCSHARES, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net income

 

$

16,019

 

 

$

12,760

 

 

$

45,323

 

 

$

33,943

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) on available-for-sale securities

 

 

(32,304

)

 

 

12,055

 

 

 

(31,902

)

 

 

10,994

 

Tax effect

 

 

6,791

 

 

 

(2,555

)

 

 

6,704

 

 

 

(2,369

)

Unrealized holding gains (losses) on balance sheet swap

 

 

(8

)

 

 

52

 

 

 

413

 

 

 

52

 

Tax effect

 

 

2

 

 

 

—

 

 

 

(89

)

 

 

—

 

Reclassification of losses recognized in net income

 

 

1,571

 

 

 

—

 

 

 

1,571

 

 

 

—

 

Tax effect

 

 

(330

)

 

 

—

 

 

 

(330

)

 

 

—

 

Pension liability adjustment

 

 

—

 

 

 

—

 

 

 

—

 

 

 

268

 

Tax effect

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(56

)

Total other comprehensive income (loss)

 

 

(24,278

)

 

 

9,552

 

 

 

(23,633

)

 

 

8,889

 

Comprehensive income

 

$

(8,259

)

 

$

22,312

 

 

$

21,690

 

 

$

42,832

 

See notes to interim unaudited consolidated financial statements

Page 4


 

CIVISTA BANCSHARES, INC.

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(In thousands, except share data)

 

 

 

Common Shares

 

 

 

 

 

 

 

 

Accumulated
Other

 

 

Total

 

 

 

Outstanding
Shares

 

 

Amount

 

 

Retained
Earnings

 

 

Treasury
Shares

 

 

Comprehensive
Loss

 

 

Shareholders’
Equity

 

Balance, June 30, 2026

 

 

20,794,238

 

 

$

420,922

 

 

$

261,615

 

 

$

(76,082

)

 

$

(39,670

)

 

$

566,785

 

Net Income

 

 

—

 

 

 

—

 

 

 

16,019

 

 

 

—

 

 

 

—

 

 

 

16,019

 

Other comprehensive income (loss)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(24,278

)

 

 

(24,278

)

Stock-based compensation

 

 

—

 

 

 

175

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

175

 

Common stock dividends
   ($
0.18 per share)

 

 

—

 

 

 

—

 

 

 

(3,743

)

 

 

—

 

 

 

—

 

 

 

(3,743

)

Purchase of common stock

 

 

(82,225

)

 

 

—

 

 

 

—

 

 

 

(2,217

)

 

 

—

 

 

 

(2,217

)

Balance, September 30, 2026

 

 

20,712,013

 

 

$

421,097

 

 

$

273,891

 

 

$

(78,299

)

 

$

(63,948

)

 

$

552,741

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

Accumulated
Other

 

 

Total

 

 

 

Outstanding
Shares

 

 

Amount

 

 

Retained
Earnings

 

 

Treasury
Shares

 

 

Comprehensive
Loss

 

 

Shareholders’
Equity

 

Balance, June 30, 2025

 

 

15,529,342

 

 

$

312,589

 

 

$

221,321

 

 

$

(75,753

)

 

$

(54,020

)

 

$

404,137

 

Net Income

 

 

—

 

 

 

—

 

 

 

12,760

 

 

 

—

 

 

 

—

 

 

 

12,760

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

9,552

 

 

 

9,552

 

Stock-based compensation

 

 

(4,320

)

 

 

203

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

203

 

Stock issued for capital offering

 

 

3,788,238

 

 

 

75,666

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

75,666

 

Common stock dividends
   ($
0.17 per share)

 

 

—

 

 

 

—

 

 

 

(3,283

)

 

 

—

 

 

 

—

 

 

 

(3,283

)

Purchase of common stock

 

 

(534

)

 

 

—

 

 

 

—

 

 

 

(7

)

 

 

—

 

 

 

(7

)

Balance, September 30, 2025

 

 

19,312,726

 

 

$

388,458

 

 

$

230,798

 

 

$

(75,760

)

 

$

(44,468

)

 

$

499,028

 

See notes to interim unaudited consolidated financial statements

 

 

Common Shares

 

 

 

 

 

 

 

 

Accumulated
Other

 

Total

 

 

 

Outstanding
Shares

 

 

Amount

 

 

Retained
Earnings

 

 

Treasury
Shares

 

 

Comprehensive
Loss

 

Shareholders’
Equity

 

Balance, December 31, 2025

 

 

20,746,474

 

 

$

419,769

 

 

$

239,784

 

 

$

(75,764

)

 

$

(40,315

)

$

543,474

 

Net Income

 

 

—

 

 

 

—

 

 

 

45,323

 

 

 

—

 

 

 

—

 

 

45,323

 

Other comprehensive income (loss)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(23,633

)

 

(23,633

)

Stock-based compensation

 

 

62,268

 

 

 

1,328

 

 

 

—

 

 

 

—

 

 

 

—

 

 

1,328

 

Common stock dividends
   ($
0.54 per share)

 

 

—

 

 

 

—

 

 

 

(11,216

)

 

 

—

 

 

 

—

 

 

(11,216

)

Purchase of common stock

 

 

(96,729

)

 

 

—

 

 

 

—

 

 

 

(2,535

)

 

 

—

 

 

(2,535

)

Balance, September 30, 2026

 

 

20,712,013

 

 

$

421,097

 

 

$

273,891

 

 

$

(78,299

)

 

$

(63,948

)

$

552,741

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

Accumulated
Other

 

Total

 

 

 

Outstanding
Shares

 

 

Amount

 

 

Retained
Earnings

 

 

Treasury
Shares

 

 

Comprehensive
Loss

 

Shareholders’
Equity

 

Balance, December 31, 2024

 

 

15,487,667

 

 

$

312,037

 

 

$

205,408

 

 

$

(75,586

)

 

$

(53,357

)

$

388,502

 

Net Income

 

 

—

 

 

 

—

 

 

 

33,943

 

 

 

—

 

 

 

—

 

 

33,943

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

8,889

 

 

8,889

 

Stock-based compensation

 

 

45,537

 

 

 

755

 

 

 

—

 

 

 

—

 

 

 

—

 

 

755

 

Stock issued for capital offering

 

 

3,788,238

 

 

 

75,666

 

 

 

—

 

 

 

—

 

 

 

—

 

 

75,666

 

Common stock dividends
   ($
0.51 per share)

 

 

—

 

 

 

—

 

 

 

(8,553

)

 

 

—

 

 

 

—

 

 

(8,553

)

Purchase of common stock

 

 

(8,716

)

 

 

—

 

 

 

—

 

 

 

(174

)

 

 

—

 

 

(174

)

Balance, September 30, 2025

 

 

19,312,726

 

 

$

388,458

 

 

$

230,798

 

 

$

(75,760

)

 

$

(44,468

)

$

499,028

 

 

Page 5


 

CIVISTA BANCSHARES, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

Net cash provided by operating activities

 

$

56,870

 

 

$

33,661

 

Cash flows used for investing activities:

 

 

 

 

 

 

Investments in time deposits

 

 

 

 

 

 

    Maturities

 

 

1,205

 

 

 

715

 

    Purchases

 

 

(3,205

)

 

 

—

 

Securities available for sale

 

 

 

 

 

 

    Maturities, prepayments, and calls

 

 

79,014

 

 

 

58,758

 

    Sales

 

 

6,560

 

 

 

—

 

    Purchases

 

 

(68,524

)

 

 

(59,576

)

Purchase of other securities

 

 

(22,130

)

 

 

(11,459

)

Redemption of other securities

 

 

21,243

 

 

 

13,910

 

Proceeds from bank owned life insurance

 

 

—

 

 

 

1,193

 

Net change in loans

 

 

(23,723

)

 

 

(13,975

)

Insurance proceeds related to premises and equipment

 

 

2,101

 

 

 

—

 

Proceeds from sale of premises and equipment

 

 

—

 

 

 

913

 

Purchases of premises and equipment

 

 

(2,146

)

 

 

(936

)

Net cash used for investing activities

 

 

(9,605

)

 

 

(10,457

)

Cash flows from financing activities:

 

 

 

 

 

 

Repayment of long-term FHLB advances

 

 

(389

)

 

 

(531

)

Net change in short-term FHLB advances

 

 

(52,500

)

 

 

(107,000

)

Repayment of other borrowings

 

 

(1,450

)

 

 

(1,594

)

Increase in deposits

 

 

11,215

 

 

 

18,593

 

Net proceeds from common stock issuance

 

 

—

 

 

 

75,666

 

Purchase of treasury shares

 

 

(2,535

)

 

 

(174

)

Common stock dividends paid

 

 

(11,216

)

 

 

(8,553

)

Net cash used by financing activities

 

 

(56,875

)

 

 

(23,593

)

Decrease in cash and cash equivalents

 

 

(9,610

)

 

 

(389

)

Cash and cash equivalents at beginning of period

 

 

77,320

 

 

 

63,155

 

Cash and cash equivalents at end of period

 

$

67,710

 

 

$

62,766

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

54,705

 

 

$

63,539

 

Income taxes

 

 

7,575

 

 

 

7,362

 

Supplemental cash flow information:

 

 

 

 

 

 

Transfer of loans from portfolio to other real estate owned

 

 

—

 

 

 

209

 

See notes to interim unaudited consolidated financial statements

Page 6


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(1) Consolidated Financial Statements

Nature of Operations and Principles of Consolidation: Civista Bancshares, Inc. ("CBI") is an Ohio corporation and a registered financial holding company. The Consolidated Financial Statements include the accounts of CBI and its wholly-owned direct and indirect subsidiaries: Civista Bank ("Civista"), First Citizens Insurance Agency, Inc. ("FCIA"), Water Street Properties, Inc. ("WSP"), CIVB Risk Management, Inc. ("CRMI") and First Citizens Investments, Inc. ("FCI"). The above companies together are sometimes referred to as the "Company". Intercompany balances and transactions are eliminated in consolidation. Management considers the Company to operate primarily in one reportable segment, banking.

Civista provides financial services through its offices in the Ohio counties of Champaign, Crawford, Cuyahoga, Erie, Franklin, Henry, Huron, Logan, Lorain, Madison, Medina, Montgomery, Ottawa, Richland, Summit, and Wood, in the Indiana counties of Dearborn and Ripley, and in the Kentucky county of Kenton. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. There are no significant concentrations of loans to any one industry or customer. However, our customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions.

 

Civista Leasing and Finance ("CLF"), formerly known as Vision Financial Group, Inc. ("VFG"), was acquired in the fourth quarter of 2022 as a wholly-owned subsidiary of Civista. As of August 31, 2023, VFG was merged into Civista and now operates as a full-service equipment leasing and financing division of Civista. The operations of CLF are headquartered in Pittsburgh, Pennsylvania.

FCIA was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1% of total revenue for the quarters ended September 30, 2026 and 2025. WSP was formed to hold repossessed assets of CBI’s subsidiaries. WSP revenue was less than 1% of total revenue for the quarters ended September 30, 2026 and 2025. CRMI was formed in 2017 to provide property and casualty insurance coverage to CBI and its subsidiaries for which insurance may not be currently available or economically feasible in the insurance marketplace. CRMI revenue was less than 1% of total revenue for the quarters ended September 30, 2026 and 2025. FCI is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware.

Acquisition of The Farmers Savings Bank ("FSB")

 

At the close of business on November 6, 2025, Civista closed its previously announced acquisition of FSB. The acquisition added approximately $268,139 of total assets, $106,161 of total loans and leases, $236,097 of total deposits, and two branches. The 2025 results reflect inclusion of FSB since November 7, 2025.

 

Upon the closing of the acquisition, FSB was merged with and into Civista Bank. In addition, the management and organization structure was updated to reflect the combined organization. On-boarding of former FSB colleagues and their initial training was completed in the first quarter of 2026, and technology conversions were completed in mid-February, as scheduled. Certain of Civista's products and services have been introduced across the legacy FSB customer base, and customer-facing colleagues are focused on both growing and retaining customers.

 

Offering of Common Shares

 

On July 10, 2025, CBI announced an underwritten public offering of up to a maximum of 3,788,238 of its common shares. CBI closed on the sale of 3,294,120 common shares on July 14, 2025, and subsequently sold an additional 494,118 common shares on July 16, 2025 pursuant to the underwriters' exercise of their overallotment option, at the public offering price of $21.25 per share. The aggregate net proceeds from the offering were approximately $75,666 after deducting $608 of direct expenses and the underwriting discount of $4,226. The net proceeds from the offering were initially used to pay-down short-term FHLB advances, but the long-term strategic plan is to use the net proceeds for general corporate purposes, which may include supporting organic growth opportunities and future strategic transactions.

Page 7


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The accompanying Unaudited Consolidated Financial Statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position as of September 30, 2026 and its results of operations and changes in cash flows for the periods ended September 30, 2026 and 2025 have been made. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the operating results for the full year. Reference is made to the accounting policies of the Company described in the notes to the Audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company has consistently followed these policies in preparing this Quarterly Report on Form 10-Q.

(2) Significant Accounting Policies

 

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for credit losses, determination of goodwill impairment, and fair value measurements of financial instruments are considered material estimates that are particularly susceptible to significant change in the near term.

 

Financial Statement presentation/reclassification change: Beginning in the third quarter of 2026, the Company revised the presentation of certain components of noninterest income to better reflect the nature of its mortgage banking and leasing activities. Mortgage-related income is now presented within “Mortgage banking,” while lease-related income is presented within “Leasing and commercial finance revenue.” All amounts previously presented within “Net gain (loss) on sale of loans and leases” have been reclassified to these respective categories. Mortgage banking income includes loan servicing fee income, mortgage servicing rights amortization, the gain or loss on mortgage banking derivatives, and the gain or loss on sale of mortgage loans. Leasing and commercial finance revenue includes revenue associated with sales-type, direct financing, and operating lease activity, as well as gain or loss on the sale of commercial loans and leases. Prior-period amounts have been reclassified to conform to the current-period presentation. These reclassifications had no effect on total noninterest income or net income.

 

Recently Adopted and Newly Issued but Not Yet Effective Accounting Standards:

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require that public business entities on an annual basis (a) disclose specific categories in the rate reconciliation and (b) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this ASU also require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments require that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The Company adopted ASU 2023-09 on a prospective basis effective January 1, 2025, and the adoption of the ASU did not have a material impact on the Company's Consolidated Financial Statements.

 

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments clarify how an entity determines whether a profits interest or similar award is (i) within scope of Compensation - Stock Compensation (Topic 718) or (ii) not a share-based payment arrangement and therefore within the scope of other guidance. The Company adopted ASU 2024-01 effective January 1, 2025. The adoption of ASU 2024-01 did not have a material impact on the Company's Consolidated Financial Statements.

 

In November 2024, the FASB issued ASU 2024-03: Income Statement-Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU does not change the expense captions an entity presents on the face of its income statement. The effective date of ASU 2024-03 was subsequently clarified by ASU 2025-01. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective applications are permitted. The Company is currently evaluating the impact of ASU 2024-03, but it is not expected to have a material impact on its Consolidated Financial Statements.

 

Page 8


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("VIE"). The ASU revises the guidance in ASC 805 to clarify that, in determining the accounting acquirer in "a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired," an entity would be required to consider the factors in ASC paragraphs 805-10-55-12 through 55-15. Previously, the accounting acquirer in such transactions was always the primary beneficiary. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal reporting periods. Early adoption is permitted as of the beginning of an interim or fiscal reporting period. The Company is currently evaluating the impact of ASU 2025-03, but it is not expected to have a material impact on its Consolidated Financial Statements.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans, which updates the accounting for Purchased Financial Assets ("PFA") under the current expected credit loss ("CECL") framework. The ASU expands the PFA model to include both Purchased Credit Deteriorated ("PCD") assets and certain non-PCD loan receivables, including purchased seasoned loans, applying the gross-up method to a broader group of acquired loans. This ASU addresses the long-standing concerns regarding double counting of credit losses and operational complexity under the prior CECL acquisition model. The ASU is effective for fiscal years beginning after December 15, 2026, but early adoption is permitted. The Company early adopted ASU 2025-08 on a prospective basis in the fourth quarter of 2025 in connection with the Company's acquisition of FSB that closed in November 2025.

 

In November 2025, the FASB issued ASU 2025-09: Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. ASU 2025-09 amends ASC 815 to align hedge accounting more closely with an entity's economic risk management practices. Key amendments include (i) to allow designating a variable price component of a nonfinancial forecasted purchase or sale as the hedged risk, (ii) to allow grouping individual forecasted transactions with similar (not identical) risk exposures, (iii) a new model for hedging forecasted interest on variable-rate debt, enabling changes in index or tenor without redesignation, subject to simplifying assumptions, and (iv) additional clarifications related to hedge accounting of nonfinancial components, net written options, and dual-hedge strategies. ASU 2025-09 will be effective for annual periods beginning after December 15, 2026, though early adoption is permitted. ASU 2025-09 is not expected to have a material impact on the Company's Consolidated Financial Statements.

 

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the applicability of interim reporting guidance, provide a comprehensive list of interim disclosures required by GAAP, and establish a principle requiring disclosure of events and changes since the end of the last annual reporting period that have a material impact on an entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11, but it is not expected to have a material impact on the Company's Consolidated Financial Statements.

 

(3) Securities

The amortized cost and fair market value of available-for-sale securities and the related gross unrealized gains and losses recognized were as follows:

 

September 30, 2026

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

U.S. Treasury securities and obligations of U.S. government
   agencies

 

$

38,155

 

 

$

225

 

 

$

(1,451

)

 

$

36,929

 

Obligations of states and political subdivisions

 

 

333,052

 

 

 

118

 

 

 

(45,624

)

 

 

287,546

 

Mortgage-backed securities in government sponsored
   entities

 

 

341,409

 

 

 

163

 

 

 

(28,795

)

 

 

312,777

 

Total debt securities (1)

 

$

712,616

 

 

$

506

 

 

$

(75,870

)

 

$

637,252

 

 

Page 9


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

December 31, 2025

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

U.S. Treasury securities and obligations of U.S. government
   agencies

 

$

61,935

 

 

$

262

 

 

$

(1,180

)

 

$

61,017

 

Obligations of states and political subdivisions

 

 

345,214

 

 

 

1,319

 

 

 

(21,735

)

 

 

324,798

 

Mortgage-backed securities in government sponsored
   entities

 

 

319,792

 

 

 

525

 

 

 

(24,224

)

 

 

296,093

 

Total debt securities (1)

 

$

726,941

 

 

$

2,106

 

 

$

(47,139

)

 

$

681,908

 

(1) Excludes accrued interest receivable on securities of $3,680 and $4,371 at September 30, 2026 and December 31, 2025, respectively, that is recorded in Accrued interest receivable on the Consolidated Balance Sheets.

 

The amortized cost and fair value of debt securities at September 30, 2026, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

 

Available for sale

 

Amortized
Cost

 

 

Fair
Value

 

Due in one year or less

 

$

9,096

 

 

$

8,996

 

Due after one year through five years

 

 

58,342

 

 

 

55,578

 

Due after five years through ten years

 

 

66,231

 

 

 

62,755

 

Due after ten years

 

 

237,538

 

 

 

197,146

 

Mortgage-backed securities

 

 

341,409

 

 

 

312,777

 

Total securities available-for-sale

 

$

712,616

 

 

$

637,252

 

 

The following table presents the sales, gross realized gains and gross realized losses on sales and calls of debt securities available-for-sale for the three and nine months ended September 30, 2026 and 2025:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Sale proceeds

 

$

6,560

 

 

$

—

 

 

$

6,560

 

 

$

—

 

Gross realized gains

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Gross realized losses

 

 

1,571

 

 

 

—

 

 

 

1,571

 

 

 

—

 

Gains (losses) from securities called or settled by the issuer

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Gross realized losses on sale of debt securities was $1,571 for the three and nine months ended September 30, 2026, resulting from the sale of three lower-yielding debt securities in the third quarter of 2026 as part of a balance-sheet repositioning strategy. The proceeds were reinvested in higher-yielding securities, which management expects to support future net interest income.

 

Securities are pledged by the Company from time to time to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $273,666 and $239,649 as of September 30, 2026 and December 31, 2025, respectively.

 

Page 10


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables show the fair value and gross unrealized losses, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2026 and December 31, 2025:

 

September 30, 2026

 

12 Months or less

 

 

More than 12 months

 

 

Total

 

Description of Securities

 

Fair
Value

 

 

Unrealized
Loss

 

 

Fair
Value

 

 

Unrealized
Loss

 

 

Fair
Value

 

 

Unrealized
Loss

 

U.S. Treasury securities and obligations of
   U.S. government agencies

 

$

7,571

 

 

$

(171

)

 

$

23,774

 

 

$

(1,280

)

 

$

31,345

 

 

$

(1,451

)

Obligations of states and political subdivisions

 

 

140,230

 

 

 

(9,904

)

 

 

136,709

 

 

 

(35,720

)

 

 

276,939

 

 

 

(45,624

)

Mortgage-backed securities in gov’t sponsored entities

 

 

112,516

 

 

 

(1,867

)

 

 

149,920

 

 

 

(26,928

)

 

 

262,436

 

 

 

(28,795

)

Total

 

$

260,317

 

 

$

(11,942

)

 

$

310,403

 

 

$

(63,928

)

 

$

570,720

 

 

$

(75,870

)

 

December 31, 2025

 

12 Months or less

 

 

More than 12 months

 

 

Total

 

Description of Securities

 

Fair
Value

 

 

Unrealized
Loss

 

 

Fair
Value

 

 

Unrealized
Loss

 

 

Fair
Value

 

 

Unrealized
Loss

 

U.S. Treasury securities and obligations of
   U.S. government agencies

 

$

1,168

 

 

$

(2

)

 

$

47,644

 

 

$

(1,178

)

 

$

48,812

 

 

$

(1,180

)

Obligations of states and political subdivisions

 

 

12,606

 

 

 

(45

)

 

 

181,703

 

 

 

(21,690

)

 

 

194,309

 

 

 

(21,735

)

Mortgage-backed securities in gov’t sponsored entities

 

 

58,246

 

 

 

(490

)

 

 

172,015

 

 

 

(23,734

)

 

 

230,261

 

 

 

(24,224

)

Total

 

$

72,020

 

 

$

(537

)

 

$

401,362

 

 

$

(46,602

)

 

$

473,382

 

 

$

(47,139

)

 

At September 30, 2026, there were a total of 548 securities in the portfolio with unrealized losses mainly due to higher current market rates when compared to the time of purchase. At December 31, 2025, the Company owned 372 securities that were in an unrealized loss position. The unrealized losses on securities have not been recognized into income because the issuers’ securities are of high credit quality, management has the intent and ability to hold these securities for the foreseeable future, and the decline in fair value is largely due to currently higher market rates when compared to the time of purchase. The fair value is expected to recover as the securities approach their maturity date or reset date. Although the Company sold certain debt securities during the third quarter of 2026 as part of its balance sheet repositioning strategy, management has not identified any other specific securities in an unrealized loss position that it intends to sell and does not believe it is more likely than not that the Company will be required to sell such securities before recovery of their amortized cost basis.

 

Each quarter, we perform an analysis to determine if any of the unrealized losses on securities available-for-sale are comprised of credit losses as compared to unrealized losses due to market interest rate adjustments. Our assessment includes a review of the unrealized loss for each security issuance held; the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades; and our ability and intent to hold the security for a period of time sufficient for a recovery in value. We also consider the extent to which the securities are issued by the federal government or its agencies, and any guarantee of issued amounts by those agencies. The portfolio continues to consist of a mix of fixed and floating-rate, high quality securities, largely rated AA (or better), displaying an overall effective duration of approximately 4.9 years. No credit losses were determined to be present during the three and nine months ended September 30, 2026, as there was no credit quality deterioration noted. Therefore, no provision for credit losses on securities was recognized for the three and nine months ended September 30, 2026.

Page 11


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following table presents the net gains and losses on equity investments recognized in earnings for the three and nine months ended September 30, 2026 and 2025, and the portion of unrealized gains and losses for the period that relates to equity investments held at September 30, 2026 and 2025:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net gains (losses) recognized on equity
   securities during the period

 

$

99

 

 

$

255

 

 

$

272

 

 

$

152

 

Less: Net gains (losses) realized on the
   sale of equity securities during the
   period

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Unrealized gains (losses) recognized on
   equity securities held at reporting date

 

$

99

 

 

$

255

 

 

$

272

 

 

$

152

 

 

Equity securities consisting of investments in other financial institutions totaled $2,965 and $2,692 as of September 30, 2026 and December 31, 2025, respectively.

 

Stock of the Federal Home Loan Bank of Chicago (“FHLBC”), the Federal Reserve Bank of Cleveland (“FRBC”), United Bankers' Bancorp, Farmer Mac and Norwalk Community Development Corp are included as Other securities on the Company's Consolidated Balance Sheets. FHLBC stock was recorded at $10,514 at September 30, 2026 and $11,645 at December 31, 2025. FRBC stock was recorded at $16,028 at September 30, 2026 and $14,023 at December 31, 2025. United Bankers' Bancorp stock was recorded at $245 at September 30, 2026 and $230 at December 31, 2025. Farmer Mac stock was recorded at $42 at both September 30, 2026 and December 31, 2025. Norwalk Community Development Corp stock was recorded at $2 at both September 30, 2026 and December 31, 2025. Other securities are carried at cost, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value.

 

(4) Loans

Loan balances were as follows:

 

 

 

September 30, 2026

 

 

December 31, 2025

 

Commercial & Agriculture

 

$

316,162

 

 

$

308,692

 

Commercial Real Estate- Owner Occupied

 

 

387,946

 

 

 

385,547

 

Commercial Real Estate- Non-Owner Occupied

 

 

1,228,232

 

 

 

1,239,017

 

Residential Real Estate

 

 

982,843

 

 

 

944,328

 

Real Estate Construction

 

 

280,900

 

 

 

285,137

 

Farm Real Estate

 

 

31,815

 

 

 

37,775

 

Lease Financing Receivables

 

 

36,365

 

 

 

35,103

 

Consumer and Other

 

 

28,660

 

 

 

34,447

 

Total loans

 

 

3,292,923

 

 

 

3,270,046

 

Allowance for credit losses

 

 

(42,397

)

 

 

(42,020

)

Net loans

 

$

3,250,526

 

 

$

3,228,026

 

 

The Company elected to exclude accrued interest receivable from the amortized cost basis of loans disclosed in this Note 4 and in Note 5 (Allowance for Credit Losses). As of September 30, 2026 and December 31, 2025, accrued interest receivable on loans totaled $10,699 and $10,031, respectively, and is included in the Accrued interest receivable line item on the Company's Consolidated Balance Sheet.

Page 12


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Lease financing receivables consist of direct financing and sales-type leases for equipment, with terms typically ranging from two to six years. On direct financing leases, the Company obtains third-party residual value guarantees to reduce its residual asset risk. The net investment in direct financing and sales-type leases was comprised of the following as of September 30, 2026 and December 31, 2025:

 

 

 

September 30, 2026

 

December 31, 2025

 

Minimum lease payments receivable

 

$

37,174

 

$

39,332

 

Unguaranteed residual assets

 

 

5,064

 

 

1,558

 

Unamortized direct costs

 

 

58

 

 

14

 

Unearned income

 

 

(5,931

)

 

(5,801

)

Total net investment in direct financing and sales-type leases

 

$

36,365

 

$

35,103

 

 

The components of total leasing and commercial finance revenue were as follows for the three and nine months ended September 30, 2026 and 2025.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

September 30,

 

September 30,

 

 

 

2026

 

2025

 

 

2026

 

2025

 

Interest and dividend income - Loans and leases, including fees:

 

 

 

 

 

 

 

 

 

 

     Interest income on net investments in direct financing and sales-type leases

 

$

604

 

$

719

 

 

$

1,835

 

$

4,347

 

Noninterest income - Leasing and commercial finance revenue

 

 

 

 

 

 

 

 

 

 

     Lease income from operating lease payments

 

 

1,430

 

 

1,770

 

 

 

4,100

 

 

3,892

 

     Other(1)

 

 

667

 

 

282

 

 

 

1,807

 

 

766

 

     Gain on sale of commercial finance loans

 

 

475

 

 

655

 

 

 

1,367

 

 

1,326

 

Total leasing and commercial finance revenue

 

$

2,572

 

$

2,707

 

 

$

7,274

 

$

5,984

 

(1) Other consists of lease-related fees and commissions and gains (losses) on sale or disposition of leased assets

 

The amounts for the nine months ended September 30, 2025, disclosed in the tables above, include a nonrecurring adjustment identified in conjunction with the conversion of the core leasing system in the second quarter of 2025. An entry was recorded to increase lease interest income by approximately $1,260, reduce lease income from operating lease payments by approximately $550, and reduce other noninterest leasing and commercial finance revenue income by approximately $495. Accordingly, the adjustment affects comparability between the 2026 and 2025 periods and is not indicative of recurring lease activity.

Page 13


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(5) Allowance for Credit Losses

 

The following tables present, by portfolio segment, the changes in the allowance for credit losses ("ACL") for the three and nine months ended September 30, 2026.

Allowance for credit losses:

 

For the three months ended September 30, 2026

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

7,324

 

 

$

(1,655

)

 

$

375

 

 

$

(1,250

)

 

$

4,794

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

4,361

 

 

 

—

 

 

 

6

 

 

 

197

 

 

 

4,564

 

Non-Owner Occupied

 

 

10,665

 

 

 

—

 

 

 

959

 

 

 

476

 

 

 

12,100

 

Residential Real Estate

 

 

14,102

 

 

 

(17

)

 

 

34

 

 

 

1,068

 

 

 

15,187

 

Real Estate Construction

 

 

3,840

 

 

 

—

 

 

 

—

 

 

 

264

 

 

 

4,104

 

Farm Real Estate

 

 

226

 

 

 

—

 

 

 

—

 

 

 

5

 

 

 

231

 

Lease Financing Receivables

 

 

959

 

 

 

—

 

 

 

183

 

 

 

38

 

 

 

1,180

 

Consumer and Other

 

 

236

 

 

 

(26

)

 

 

2

 

 

 

25

 

 

 

237

 

Total

 

$

41,713

 

 

$

(1,698

)

 

$

1,559

 

 

$

823

 

 

$

42,397

 

 

For the nine months ended September 30, 2026

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

5,153

 

 

$

(1,753

)

 

$

471

 

 

$

923

 

 

$

4,794

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

4,420

 

 

 

—

 

 

 

9

 

 

 

135

 

 

 

4,564

 

Non-Owner Occupied

 

 

12,118

 

 

 

(484

)

 

 

961

 

 

 

(495

)

 

 

12,100

 

Residential Real Estate

 

 

14,718

 

 

 

(47

)

 

 

68

 

 

 

448

 

 

 

15,187

 

Real Estate Construction

 

 

3,842

 

 

 

—

 

 

 

—

 

 

 

262

 

 

 

4,104

 

Farm Real Estate

 

 

279

 

 

 

—

 

 

 

—

 

 

 

(48

)

 

 

231

 

Lease Financing Receivables

 

 

1,169

 

 

 

(348

)

 

 

227

 

 

 

132

 

 

 

1,180

 

Consumer and Other

 

 

321

 

 

 

(46

)

 

 

13

 

 

 

(51

)

 

 

237

 

Total

 

$

42,020

 

 

$

(2,678

)

 

$

1,749

 

 

$

1,306

 

 

$

42,397

 

 

For the three and nine months ended September 30, 2026, the Company provided $823 and $1,306, respectively, to the allowance for credit losses. The Company experienced an increase in the allowance for credit losses primarily due to an increase in the loan portfolio. The provision recorded in the three months ended September 30, 2026 in the Commercial & Agriculture portfolio was reduced due to the decrease in quantitative factors due to an improved loss given default forecast. The charge-offs for the Commercial & Agriculture portfolio mainly consisted of one charge-off that had a specific reserve and did not impact the provision. The increased provision in the Residential Real Estate portfolio was due to a growth in loan balances. The Company experienced a large charge-off during the three months ended September 30, 2026 in one commercial relationship and two large recoveries from two different commercial relationships.

 

Page 14


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables present, by portfolio segment, the changes in the allowance for credit losses for the three and nine months ended September 30, 2025.

Allowance for credit losses:

 

For the three months ended September 30, 2025

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

6,057

 

 

$

(249

)

 

$

39

 

 

$

531

 

 

$

6,378

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

4,612

 

 

 

—

 

 

 

—

 

 

 

74

 

 

 

4,686

 

Non-Owner Occupied

 

 

11,321

 

 

 

—

 

 

 

—

 

 

 

(1,189

)

 

 

10,132

 

Residential Real Estate

 

 

13,075

 

 

 

(14

)

 

 

35

 

 

 

890

 

 

 

13,986

 

Real Estate Construction

 

 

3,695

 

 

 

—

 

 

 

—

 

 

 

(141

)

 

 

3,554

 

Farm Real Estate

 

 

305

 

 

 

—

 

 

 

—

 

 

 

(4

)

 

 

301

 

Lease Financing Receivables

 

 

1,214

 

 

 

(395

)

 

 

—

 

 

 

247

 

 

 

1,066

 

Consumer and Other

 

 

176

 

 

 

(4

)

 

 

9

 

 

 

(30

)

 

 

151

 

Total

 

$

40,455

 

 

$

(662

)

 

$

83

 

 

$

378

 

 

$

40,254

 

 

For the nine months ended September 30, 2025

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

6,586

 

 

$

(684

)

 

$

375

 

 

$

101

 

 

$

6,378

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

4,327

 

 

 

—

 

 

 

—

 

 

 

359

 

 

 

4,686

 

Non-Owner Occupied

 

 

11,404

 

 

 

(1,350

)

 

 

3

 

 

 

75

 

 

 

10,132

 

Residential Real Estate

 

 

11,866

 

 

 

(130

)

 

 

76

 

 

 

2,174

 

 

 

13,986

 

Real Estate Construction

 

 

3,708

 

 

 

—

 

 

 

—

 

 

 

(154

)

 

 

3,554

 

Farm Real Estate

 

 

226

 

 

 

—

 

 

 

—

 

 

 

75

 

 

 

301

 

Lease Financing Receivables

 

 

1,361

 

 

 

(546

)

 

 

43

 

 

 

208

 

 

 

1,066

 

Consumer and Other

 

 

191

 

 

 

(20

)

 

 

21

 

 

 

(41

)

 

 

151

 

Total

 

$

39,669

 

 

$

(2,730

)

 

$

518

 

 

$

2,797

 

 

$

40,254

 

 

For the three and nine months ended September 30, 2025, the Company provided $378 and $2,797, respectively, to the allowance for credit losses. The Company experienced an increase in the allowance for credit losses primarily due to the restoration of the reserves from net charge-offs.

The Company’s internally assigned risk grades are as follows:

•
Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.
•
Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.
•
Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that Civista will sustain some loss if the deficiencies are not corrected.
•
Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.
•
Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

 

Homogeneous loans, generally Residential Real Estate, Real Estate Construction, and Consumer and Other loans, are not risk-graded, except when collateral is used for a business purpose. These loans are monitored based on performance, with performing loans included as Pass and non-performing loans included as Substandard.

Page 15


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Based on the most recent analysis performed, the risk category of loans at September 30, 2026, and year-to-date gross charge-offs as of September 30, 2026, by type and year of originations, was as follows:

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

2026

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

Prior

 

 

Loans

 

 

Total

 

Commercial & Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

55,139

 

 

$

39,185

 

 

$

36,738

 

 

$

26,560

 

 

$

15,091

 

 

$

15,278

 

 

$

105,684

 

 

$

293,675

 

Special Mention

 

 

160

 

 

 

1,109

 

 

 

236

 

 

 

353

 

 

 

652

 

 

 

1,713

 

 

 

5,044

 

 

 

9,267

 

Substandard

 

 

56

 

 

 

441

 

 

 

2,295

 

 

 

726

 

 

 

612

 

 

 

—

 

 

 

9,089

 

 

 

13,220

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Commercial & Agriculture

 

$

55,355

 

 

$

40,735

 

 

$

39,270

 

 

$

27,639

 

 

$

16,355

 

 

$

16,991

 

 

$

119,818

 

 

$

316,162

 

Commercial & Agriculture:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

76

 

 

$

261

 

 

$

75

 

 

$

3

 

 

$

1,338

 

 

$

1,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate - Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

28,781

 

 

$

51,059

 

 

$

30,432

 

 

$

34,101

 

 

$

56,041

 

 

$

151,016

 

 

$

11,875

 

 

$

363,306

 

Special Mention

 

 

—

 

 

 

1,319

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,731

 

 

 

—

 

 

 

5,050

 

Substandard

 

 

—

 

 

 

525

 

 

 

935

 

 

 

994

 

 

 

10,195

 

 

 

6,866

 

 

 

75

 

 

 

19,590

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Commercial Real Estate - Owner Occupied

 

$

28,781

 

 

$

52,903

 

 

$

31,367

 

 

$

35,095

 

 

$

66,236

 

 

$

161,613

 

 

$

11,950

 

 

$

387,946

 

Commercial Real Estate - Owner Occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate - Non-Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

121,304

 

 

$

78,369

 

 

$

75,456

 

 

$

245,991

 

 

$

235,047

 

 

$

383,279

 

 

$

18,384

 

 

$

1,157,830

 

Special Mention

 

 

4,050

 

 

 

193

 

 

 

—

 

 

 

—

 

 

 

3,980

 

 

 

16,869

 

 

 

9,853

 

 

 

34,945

 

Substandard

 

 

—

 

 

 

—

 

 

 

1,421

 

 

 

—

 

 

 

521

 

 

 

33,515

 

 

 

—

 

 

 

35,457

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Commercial Real Estate - Non-Owner Occupied

 

$

125,354

 

 

$

78,562

 

 

$

76,877

 

 

$

245,991

 

 

$

239,548

 

 

$

433,663

 

 

$

28,237

 

 

$

1,228,232

 

Commercial Real Estate - Non-Owner Occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

484

 

 

$

—

 

 

$

484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

76,173

 

 

$

120,507

 

 

$

114,054

 

 

$

112,372

 

 

$

107,631

 

 

$

231,113

 

 

$

211,247

 

 

$

973,097

 

Special Mention

 

 

—

 

 

 

—

 

 

 

16

 

 

 

—

 

 

 

—

 

 

 

149

 

 

 

—

 

 

 

165

 

Substandard

 

 

—

 

 

 

136

 

 

 

—

 

 

 

2,038

 

 

 

1,948

 

 

 

3,989

 

 

 

1,470

 

 

 

9,581

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Residential Real Estate

 

$

76,173

 

 

$

120,643

 

 

$

114,070

 

 

$

114,410

 

 

$

109,579

 

 

$

235,251

 

 

$

212,717

 

 

$

982,843

 

Residential Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

17

 

 

$

21

 

 

$

9

 

 

$

—

 

 

$

47

 

 

Page 16


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

2026

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

Prior

 

 

Loans

 

 

Total

 

Real Estate Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

113,423

 

 

$

84,148

 

 

$

8,398

 

 

$

34,293

 

 

$

9,375

 

 

$

8,664

 

 

$

13,376

 

 

$

271,678

 

Special Mention

 

 

—

 

 

 

—

 

 

 

8,557

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

8,557

 

Substandard

 

 

—

 

 

 

—

 

 

 

—

 

 

 

665

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

665

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Real Estate Construction

 

$

113,423

 

 

$

84,148

 

 

$

16,955

 

 

$

34,959

 

 

$

9,375

 

 

$

8,664

 

 

$

13,376

 

 

$

280,900

 

Real Estate Construction:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farm Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

3,020

 

 

$

1,015

 

 

$

832

 

 

$

2,288

 

 

$

462

 

 

$

18,331

 

 

$

2,561

 

 

$

28,509

 

Special Mention

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Substandard

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

439

 

 

 

1,310

 

 

 

1,558

 

 

 

3,306

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Farm Real Estate

 

$

3,020

 

 

$

1,015

 

 

$

832

 

 

$

2,288

 

 

$

901

 

 

$

19,641

 

 

$

4,119

 

 

$

31,815

 

Farm Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Financing Receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

12,860

 

 

$

3,715

 

 

$

5,968

 

 

$

5,187

 

 

$

1,180

 

 

$

97

 

 

$

—

 

 

$

29,006

 

Special Mention

 

 

—

 

 

 

—

 

 

 

6

 

 

 

—

 

 

 

301

 

 

 

—

 

 

 

—

 

 

 

307

 

Substandard

 

 

—

 

 

 

1,634

 

 

 

3,671

 

 

 

1,508

 

 

 

240

 

 

 

—

 

 

 

—

 

 

 

7,053

 

Doubtful

 

 

—

 

 

 

—

 

 

 

-

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Lease Financing Receivables

 

$

12,860

 

 

$

5,349

 

 

$

9,645

 

 

$

6,695

 

 

$

1,721

 

 

$

97

 

 

$

—

 

 

$

36,365

 

Lease Financing Receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

115

 

 

$

164

 

 

$

69

 

 

$

—

 

 

$

—

 

 

$

348

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer and Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

1,184

 

 

$

21,648

 

 

$

916

 

 

$

1,490

 

 

$

848

 

 

$

522

 

 

$

1,977

 

 

$

28,584

 

Special Mention

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Substandard

 

 

—

 

 

 

—

 

 

 

40

 

 

 

9

 

 

 

16

 

 

 

9

 

 

 

3

 

 

 

77

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Consumer and Other

 

$

1,184

 

 

$

21,648

 

 

$

956

 

 

$

1,499

 

 

$

864

 

 

$

531

 

 

$

1,980

 

 

$

28,661

 

Consumer and Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

11

 

 

$

21

 

 

$

5

 

 

$

—

 

 

$

9

 

 

$

—

 

 

$

46

 

Total Loans

 

$

416,151

 

 

$

405,003

 

 

$

289,971

 

 

$

468,576

 

 

$

444,579

 

 

$

876,451

 

 

$

392,196

 

 

$

3,292,925

 

Total Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

11

 

 

$

212

 

 

$

447

 

 

$

165

 

 

$

505

 

 

$

1,338

 

 

$

2,678

 

 

Page 17


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The risk category of loans at December 31, 2025, and year-to-date gross charge-offs as of September 30, 2025, by type and year of originations, was as follows:

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

Prior

 

 

Loans

 

 

Total

 

Commercial & Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

55,108

 

 

$

49,767

 

 

$

32,413

 

 

$

21,623

 

 

$

15,222

 

 

$

8,323

 

 

$

100,299

 

 

$

282,755

 

Special Mention

 

 

686

 

 

 

—

 

 

 

331

 

 

 

1,142

 

 

 

2,426

 

 

 

61

 

 

 

7,381

 

 

 

12,027

 

Substandard

 

 

506

 

 

 

4,677

 

 

 

1,267

 

 

 

619

 

 

 

8

 

 

 

—

 

 

 

5,325

 

 

 

12,402

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,508

 

 

 

1,508

 

Total Commercial & Agriculture

 

$

56,300

 

 

$

54,444

 

 

$

34,011

 

 

$

23,384

 

 

$

17,656

 

 

$

8,384

 

 

$

114,513

 

 

$

308,692

 

Commercial & Agriculture:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

541

 

 

$

128

 

 

$

15

 

 

$

—

 

 

$

—

 

 

$

684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate - Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

41,259

 

 

$

32,982

 

 

$

41,997

 

 

$

55,380

 

 

$

54,209

 

 

$

120,299

 

 

$

6,347

 

 

$

352,473

 

Special Mention

 

 

330

 

 

 

—

 

 

 

1,010

 

 

 

14,290

 

 

 

5,275

 

 

 

1,539

 

 

 

75

 

 

 

22,519

 

Substandard

 

 

—

 

 

 

—

 

 

 

1,514

 

 

 

2,930

 

 

 

—

 

 

 

4,617

 

 

 

1,494

 

 

 

10,555

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Commercial Real Estate - Owner Occupied

 

$

41,589

 

 

$

32,982

 

 

$

44,521

 

 

$

72,600

 

 

$

59,484

 

 

$

126,455

 

 

$

7,916

 

 

$

385,547

 

Commercial Real Estate - Owner Occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate - Non-Owner Occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

64,507

 

 

$

77,375

 

 

$

259,428

 

 

$

295,520

 

 

$

143,207

 

 

$

329,652

 

 

$

31,946

 

 

$

1,201,635

 

Special Mention

 

 

—

 

 

 

950

 

 

 

—

 

 

 

1,520

 

 

 

—

 

 

 

7,036

 

 

 

—

 

 

 

9,506

 

Substandard

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

14,593

 

 

 

12,799

 

 

 

—

 

 

 

27,392

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

484

 

 

 

—

 

 

 

484

 

Total Commercial Real Estate - Non-Owner Occupied

 

$

64,507

 

 

$

78,325

 

 

$

259,428

 

 

$

297,040

 

 

$

157,800

 

 

$

349,971

 

 

$

31,946

 

 

$

1,239,017

 

Commercial Real Estate - Non-Owner Occupied:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

800

 

 

$

550

 

 

$

—

 

 

$

1,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

98,026

 

 

$

145,132

 

 

$

126,021

 

 

$

114,905

 

 

$

91,029

 

 

$

160,969

 

 

$

198,707

 

 

$

934,789

 

Special Mention

 

 

139

 

 

 

55

 

 

 

—

 

 

 

—

 

 

 

551

 

 

 

270

 

 

 

350

 

 

 

1,365

 

Substandard

 

 

—

 

 

 

—

 

 

 

433

 

 

 

1,513

 

 

 

534

 

 

 

3,024

 

 

 

1,134

 

 

 

6,638

 

Doubtful

 

 

—

 

 

 

1,020

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

516

 

 

 

1,536

 

Total Residential Real Estate

 

$

98,165

 

 

$

146,207

 

 

$

126,454

 

 

$

116,418

 

 

$

92,114

 

 

$

164,263

 

 

$

200,707

 

 

$

944,328

 

Residential Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

40

 

 

$

39

 

 

$

51

 

 

$

—

 

 

$

130

 

 

Page 18


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving

 

 

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

Prior

 

 

Loans

 

 

Total

 

Real Estate Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

116,268

 

 

$

39,988

 

 

$

75,744

 

 

$

23,121

 

 

$

4,041

 

 

$

7,282

 

 

$

11,304

 

 

$

277,748

 

Special Mention

 

 

—

 

 

 

6,678

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

6,678

 

Substandard

 

 

—

 

 

 

—

 

 

 

711

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

711

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Real Estate Construction

 

$

116,268

 

 

$

46,666

 

 

$

76,455

 

 

$

23,121

 

 

$

4,041

 

 

$

7,282

 

 

$

11,304

 

 

$

285,137

 

Real Estate Construction:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farm Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

2,220

 

 

$

1,606

 

 

$

2,710

 

 

$

1,709

 

 

$

2,600

 

 

$

20,683

 

 

$

3,133

 

 

$

34,661

 

Special Mention

 

 

—

 

 

 

—

 

 

 

450

 

 

 

461

 

 

 

—

 

 

 

679

 

 

 

1,027

 

 

 

2,617

 

Substandard

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

22

 

 

 

475

 

 

 

—

 

 

 

497

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Farm Real Estate

 

$

2,220

 

 

$

1,606

 

 

$

3,160

 

 

$

2,170

 

 

$

2,622

 

 

$

21,837

 

 

$

4,160

 

 

$

37,775

 

Farm Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Financing Receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

7,631

 

 

$

7,361

 

 

$

7,292

 

 

$

3,193

 

 

$

486

 

 

$

21

 

 

$

—

 

 

$

25,984

 

Special Mention

 

 

1,799

 

 

 

3,035

 

 

 

2,340

 

 

 

39

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

7,213

 

Substandard

 

 

43

 

 

 

1,363

 

 

 

235

 

 

 

265

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,906

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Lease Financing Receivables

 

$

9,473

 

 

$

11,759

 

 

$

9,867

 

 

$

3,497

 

 

$

486

 

 

$

21

 

 

$

—

 

 

$

35,103

 

Lease Financing Receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

110

 

 

$

435

 

 

$

—

 

 

$

1

 

 

$

—

 

 

$

546

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer and Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

24,261

 

 

$

3,717

 

 

$

2,428

 

 

$

1,416

 

 

$

662

 

 

$

404

 

 

$

1,504

 

 

$

34,392

 

Special Mention

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3

 

 

 

3

 

Substandard

 

 

—

 

 

 

9

 

 

 

13

 

 

 

16

 

 

 

14

 

 

 

—

 

 

 

—

 

 

 

52

 

Doubtful

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total Consumer and Other

 

$

24,261

 

 

$

3,726

 

 

$

2,441

 

 

$

1,432

 

 

$

676

 

 

$

404

 

 

$

1,507

 

 

$

34,447

 

Consumer and Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

5

 

 

$

5

 

 

$

4

 

 

$

6

 

 

$

—

 

 

$

20

 

Total Loans

 

$

412,783

 

 

$

375,715

 

 

$

556,337

 

 

$

539,662

 

 

$

334,879

 

 

$

678,617

 

 

$

372,053

 

 

$

3,270,046

 

Total Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period charge-offs

 

$

—

 

 

$

—

 

 

$

656

 

 

$

608

 

 

$

858

 

 

$

608

 

 

$

—

 

 

$

2,730

 

 

Page 19


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables include an aging analysis of the recorded investment in past due loans outstanding as of September 30, 2026 and December 31, 2025.

 

September 30, 2026

 

30-59
Days
Past Due

 

 

60-89
Days
Past Due

 

 

90 Days
or Greater
Past Due

 

 

Total Past
Due

 

 

Current

 

 

Total Loans

 

 

Past Due
90 Days
and
Accruing

 

Commercial & Agriculture

 

$

29

 

 

$

577

 

 

$

110

 

 

$

716

 

 

$

315,446

 

 

$

316,162

 

 

$

—

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

 

 

459

 

 

 

459

 

 

 

387,487

 

 

 

387,946

 

 

 

—

 

Non-Owner Occupied

 

 

368

 

 

 

93

 

 

 

9,857

 

 

 

10,318

 

 

 

1,217,914

 

 

 

1,228,232

 

 

 

—

 

Residential Real Estate

 

 

2,281

 

 

 

3,106

 

 

 

4,505

 

 

 

9,892

 

 

 

972,951

 

 

 

982,843

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

280,900

 

 

 

280,900

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

31,815

 

 

 

31,815

 

 

 

—

 

Lease Financing Receivables

 

 

540

 

 

 

686

 

 

 

95

 

 

 

1,321

 

 

 

35,044

 

 

 

36,365

 

 

 

95

 

Consumer and Other

 

 

94

 

 

 

8

 

 

 

34

 

 

 

136

 

 

 

28,524

 

 

 

28,660

 

 

 

—

 

Total

 

$

3,312

 

 

$

4,470

 

 

$

15,060

 

 

$

22,842

 

 

$

3,270,081

 

 

$

3,292,923

 

 

$

95

 

 

December 31, 2025

 

30-59
Days
Past Due

 

 

60-89
Days
Past Due

 

 

90 Days
or Greater
Past Due

 

 

Total Past
Due

 

 

Current

 

 

Total Loans

 

 

Past Due
90 Days
and
Accruing

 

Commercial & Agriculture

 

$

382

 

 

$

239

 

 

$

141

 

 

$

762

 

 

$

307,930

 

 

$

308,692

 

 

$

—

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

179

 

 

 

—

 

 

 

6

 

 

 

185

 

 

 

385,362

 

 

 

385,547

 

 

 

23

 

Non-Owner Occupied

 

 

8,332

 

 

 

—

 

 

 

1,130

 

 

 

9,462

 

 

 

1,229,555

 

 

 

1,239,017

 

 

 

—

 

Residential Real Estate

 

 

5,954

 

 

 

1,629

 

 

 

2,331

 

 

 

9,914

 

 

 

934,414

 

 

 

944,328

 

 

 

104

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

285,137

 

 

 

285,137

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

37,775

 

 

 

37,775

 

 

 

—

 

Lease Financing Receivables

 

 

1,301

 

 

 

1,240

 

 

 

454

 

 

 

2,995

 

 

 

32,108

 

 

 

35,103

 

 

 

335

 

Consumer and Other

 

 

115

 

 

 

37

 

 

 

47

 

 

 

199

 

 

 

34,248

 

 

 

34,447

 

 

 

—

 

Total

 

$

16,263

 

 

$

3,145

 

 

$

4,109

 

 

$

23,517

 

 

$

3,246,529

 

 

$

3,270,046

 

 

$

462

 

 

The following tables present loans on nonaccrual status as of September 30, 2026 and December 31, 2025.

 

September 30, 2026

 

Nonaccrual loans with a related ACL

 

 

Nonaccrual loans without a related ACL

 

 

Total Nonaccrual loans

 

Commercial & Agriculture

 

$

675

 

 

$

5,867

 

 

$

6,542

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

459

 

 

 

1,199

 

 

 

1,658

 

Non-Owner Occupied

 

 

9,918

 

 

 

535

 

 

 

10,453

 

Residential Real Estate

 

 

6,907

 

 

 

1,557

 

 

 

8,464

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

343

 

 

 

—

 

 

 

343

 

Lease Financing Receivables

 

 

21

 

 

 

—

 

 

 

21

 

Consumer and Other

 

 

74

 

 

 

—

 

 

 

74

 

Total

 

$

18,397

 

 

$

9,158

 

 

$

27,555

 

 

Page 20


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

December 31, 2025

 

Nonaccrual loans with a related ACL

 

 

Nonaccrual loans without a related ACL

 

 

Total Nonaccrual loans

 

Commercial & Agriculture

 

$

6,312

 

 

$

4,042

 

 

$

10,354

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

53

 

 

 

2,778

 

 

 

2,831

 

Non-Owner Occupied

 

 

8,469

 

 

 

624

 

 

 

9,093

 

Residential Real Estate

 

 

6,202

 

 

 

1,535

 

 

 

7,737

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

98

 

 

 

377

 

 

 

475

 

Lease Financing Receivables

 

 

291

 

 

 

—

 

 

 

291

 

Consumer and Other

 

 

53

 

 

 

—

 

 

 

53

 

Total

 

$

21,478

 

 

$

9,356

 

 

$

30,834

 

 

Nonaccrual Loans: Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. Payments received on nonaccrual loans are applied to the unpaid principal balance. A loan may be returned to accruing status only if one of two conditions are met: (1) the loan is well-secured and none of the principal and interest has been past due for a minimum of 90 days or (2) the principal and interest payments are reasonably assured and a sustained period of performance has occurred, generally six months.

Modifications to Borrowers Experiencing Financial Difficulty: Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the loan is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of amortized cost basis and a corresponding adjustment to the allowance for credit losses. In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, reduction of rate or payment deferral, may be granted. The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each loan upon loan origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of loans to borrowers experiencing financial difficulty. The Company uses probability of default/loss given default, discounted cash flows or remaining life method to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.

Page 21


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables show the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of modification granted during the three and nine months ended September 30, 2026. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of loan category is presented below:

 

 

 

Loans Modifications Made to Borrowers Experiencing Financial Difficulty

 

 

 

For the three months ended September 30, 2026

 

 

 

(Dollars in Thousands)

 

 

 

Term Extension

 

Loan Type

 

Amortized Cost Basis

 

 

Percent of total loans by
category

 

Commercial & Agriculture

 

$

1,949

 

 

 

0.62

%

Commercial Real Estate:

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

Residential Real Estate

 

 

—

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

Lease Financing Receivables

 

 

—

 

 

 

—

 

Consumer and Other

 

 

—

 

 

 

—

 

Total Loan Modifications

 

$

1,949

 

 

 

 

 

 

 

Loans Modifications Made to Borrowers Experiencing Financial Difficulty

 

 

 

For the nine months ended September 30, 2026

 

 

 

(Dollars in Thousands)

 

 

 

Term Extension

 

Loan Type

 

Amortized Cost Basis

 

 

Percent of total loans by
category

 

Commercial & Agriculture

 

$

1,949

 

 

 

0.63

%

Commercial Real Estate:

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

Residential Real Estate

 

 

—

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

Lease Financing Receivables

 

 

491

 

 

 

1.61

%

Consumer and Other

 

 

—

 

 

 

—

 

Total Loan Modifications

 

$

2,440

 

 

 

 

 

Page 22


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables show the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of modification granted during the three and nine months ended September 30, 2025. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of loan category is presented below:

 

 

 

Loans Modifications Made to Borrowers Experiencing Financial Difficulty

 

 

 

For the three months ended September 30, 2025

 

 

 

(Dollars in Thousands)

 

 

 

Term Extension

 

Loan Type

 

Amortized Cost Basis

 

 

Percent of total loans by
category

 

Commercial & Agriculture

 

$

78

 

 

 

0.02

%

Commercial Real Estate:

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

Residential Real Estate

 

 

—

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

Leasing Financing Receivables

 

 

—

 

 

 

—

 

Consumer and Other

 

 

—

 

 

 

—

 

Total Loan Modifications

 

$

78

 

 

 

 

 

 

 

Loans Modifications Made to Borrowers Experiencing Financial Difficulty

 

 

 

For the nine months ended September 30, 2025

 

 

 

(Dollars in Thousands)

 

 

 

Term Extension

 

Loan Type

 

Amortized Cost Basis

 

 

Percent of total loans by
category

 

Commercial & Agriculture

 

$

85

 

 

 

0.03

%

Commercial Real Estate:

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

Residential Real Estate

 

 

—

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

Leasing Financing Receivables

 

 

—

 

 

 

—

 

Consumer and Other

 

 

—

 

 

 

—

 

Total Loan Modifications

 

$

85

 

 

 

 

 

Page 23


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty as of September 30, 2026 and September 30, 2025.

 

September 30, 2026

Term Extension

Loan Type

Financial Effect

Commercial & Agriculture

- 6 month term extension

Commercial Real Estate:

 

Owner Occupied

 

Non-Owner Occupied

 

Residential Real Estate

 

Real Estate Construction

 

Farm Real Estate

 

Lease Financing Receivables

 - 24 month term extension

Consumer and Other

 

 

 

 

September 30, 2025

Term Extension

Loan Type

Financial Effect

Commercial & Agriculture

 - 5 month term extension and 6 month term extension

Commercial Real Estate:

 

Owner Occupied

 

Non-Owner Occupied

 

Residential Real Estate

 

Real Estate Construction

 

Farm Real Estate

 

Consumer and Other

 

 

 

 

 

 

Upon the Company's determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. The Company closely monitors the performance of the loans that were modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. There were no modified loans that had a payment default during the three and nine months ended September 30, 2026 and September 30, 2025, and were modified during the twelve months prior to that default to borrowers experiencing financial difficulty.

 

Page 24


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables present the payment status of the loans that were modified to borrowers experiencing financial difficulties in the last twelve months ended September 30, 2026 and September 30, 2025.

 

September 30, 2026

 

30-59
Days
Past Due

 

 

60-89
Days
Past Due

 

 

90 Days
or Greater
Past Due

 

 

Total Past
Due

 

Current

 

Non-Accrual

 

Commercial & Agriculture

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

$

1,949

 

$

1,949

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Residential Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Lease Financing Receivables

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

491

 

 

—

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Total

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

$

2,440

 

$

1,949

 

 

 

September 30, 2025

 

30-59
Days
Past Due

 

 

60-89
Days
Past Due

 

 

90 Days
or Greater
Past Due

 

 

Total Past
Due

 

Current

 

Non-Accrual

 

Commercial & Agriculture

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

$

7,622

 

$

7,610

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

484

 

 

 

484

 

 

—

 

 

484

 

Residential Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Lease Financing Receivables

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

—

 

 

—

 

Total

 

$

—

 

 

$

—

 

 

$

484

 

 

$

484

 

$

7,622

 

$

8,094

 

Individually Evaluated Loans: Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, as well as Residential Real Estate and Consumer loans and Lease Financing Receivables that are part of a larger relationship are individually evaluated on a quarterly basis, when they do not share similar risk characteristics with the collectively evaluated pools. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. The Company’s policy for recognizing interest income on individually evaluated loans does not differ from its overall policy for interest recognition.

Page 25


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables present the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to these loans as of September 30, 2026 and December 31, 2025.

 

September 30, 2026

 

Real Estate

 

 

Other

 

 

Allowance for Credit Losses

 

Commercial & Agriculture

 

$

—

 

 

$

1,056

 

 

$

-

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

1,199

 

 

 

—

 

 

 

—

 

Non-Owner Occupied

 

 

9,857

 

 

 

—

 

 

 

2,511

 

Residential Real Estate

 

 

1,557

 

 

 

—

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

Lease Financing Receivables

 

 

—

 

 

 

—

 

 

 

—

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

12,613

 

 

$

1,056

 

 

$

2,511

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

Real Estate

 

 

Other

 

 

Allowance for Credit Losses

 

Commercial & Agriculture

 

$

—

 

 

$

2,687

 

 

$

248

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

2,778

 

 

 

—

 

 

 

—

 

Non-Owner Occupied

 

 

9,010

 

 

 

—

 

 

 

3,000

 

Residential Real Estate

 

 

1,536

 

 

 

—

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

Farm Real Estate

 

 

377

 

 

 

—

 

 

 

—

 

Lease Financing Receivables

 

 

—

 

 

 

119

 

 

 

119

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

13,701

 

 

$

2,806

 

 

$

3,367

 

 

Collateral-dependent loans consist primarily of Residential Real Estate, Commercial Real Estate and Commercial & Agricultural loans. Individually evaluated loans are collateral-dependent when foreclosure is probable or when the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral. When a loan is deemed collateral-dependent, the level of credit loss is measured by the difference between the amortized cost of the loan and the fair value of collateral adjusted for estimated costs to sell. In the case of Commercial & Agricultural loans secured by equipment, the fair value of the collateral is estimated by third-party valuation experts. Loan balances are charged down to the underlying collateral value when they are deemed uncollectible. Note that the Company did not elect to use the collateral maintenance agreement practical expedient available under CECL.

Foreclosed Assets Held For Sale

 

Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in Other assets on the Consolidated Balance Sheets. As of September 30, 2026 and December 31, 2025, there were no foreclosed assets included in other assets. As of September 30, 2026 and December 31, 2025, the Company had initiated formal foreclosure procedures on $2,729 and $1,128, respectively, of Residential Real Estate loans.

 

Page 26


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures

 

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from a contractual obligation to extend credit, such as a loan commitment, credit line, letter of credit, or overdraft protection. The allowance for credit losses on off-balance sheet credit exposures is recorded within Accrued expenses and other liabilities on the Consolidated Balance Sheets with adjustments recorded in Provision for credit losses on the Consolidated Statements of Operations. The estimated credit loss includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate of expected credit loss is based on the historical loss rate for the loan class in which the loan commitments would be classified if funded.

The following table lists the allowance for credit losses on off-balance sheet credit exposures as of the three and nine months ended September 30, 2026 and September 30, 2025:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

2025

 

 

2026

 

2025

 

Beginning of Period

 

$

3,894

 

 

3,553

 

 

$

3,236

 

 

3,380

 

Provision for (recovery of)

 

 

472

 

 

(178

)

 

 

1,130

 

 

(5

)

End of Period

 

$

4,366

 

$

3,375

 

 

$

4,366

 

 

3,375

 

 

(6) Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in each component of accumulated other comprehensive income (loss), net of tax for the three and nine month periods ended September 30, 2026 and September 30, 2025.

 

 

 

For the Three-Month Period Ended

 

 

For the Three-Month Period Ended

 

 

 

September 30, 2026(a)

 

 

September 30, 2025(a)

 

 

 

Unrealized
Gains (Losses) on
Available-for-
Sale
Securities (a)

 

 

Defined
Benefit
Pension
Items (a)

 

 

Cashflow Hedge (a)

 

 

Total (a)

 

 

Unrealized
Gains (Losses) on
Available-for-
Sale
Securities (a)

 

 

Defined
Benefit
Pension
Items (a)

 

 

Cashflow Hedge (a)

 

 

Total (a)

 

Beginning balance

 

$

(35,207

)

 

$

(4,735

)

 

$

272

 

 

$

(39,670

)

 

$

(49,726

)

 

$

(4,294

)

 

$

—

 

 

$

(54,020

)

Other comprehensive gain (loss) before reclassifications

 

 

(25,513

)

 

 

—

 

 

 

(6

)

 

 

(25,519

)

 

 

9,500

 

 

 

—

 

 

 

52

 

 

 

9,552

 

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

1,241

 

 

 

—

 

 

 

—

 

 

 

1,241

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Ending balance

 

$

(59,479

)

 

$

(4,735

)

 

$

266

 

 

$

(63,948

)

 

$

(40,226

)

 

$

(4,294

)

 

$

52

 

 

$

(44,468

)

(a) Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

Page 27


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

For the Nine-Month Period Ended

 

 

For the Nine-Month Period Ended

 

 

 

September 30, 2026(a)

 

 

September 30, 2025(a)

 

 

 

Unrealized
Gains and
(Losses) on
Available-for-
Sale
Securities (a)

 

 

Defined
Benefit
Pension
Items (a)

 

 

Cashflow Hedge (a)

 

 

Total (a)

 

 

Unrealized
Gains and
(Losses) on
Available-for-
Sale
Securities (a)

 

 

Defined
Benefit
Pension
Items (a)

 

 

Cashflow Hedge (a)

 

 

Total (a)

 

Beginning balance

 

$

(35,522

)

 

$

(4,735

)

 

$

(58

)

 

$

(40,315

)

 

$

(48,851

)

 

$

(4,506

)

 

$

—

 

 

$

(53,357

)

Other comprehensive income (loss) before reclassifications

 

 

(25,198

)

 

 

—

 

 

 

324

 

 

 

(24,874

)

 

 

8,625

 

 

 

212

 

 

 

52

 

 

 

8,889

 

Amounts reclassified from accumulated other
   comprehensive income (loss)

 

 

1,241

 

 

 

—

 

 

 

—

 

 

 

1,241

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Ending balance

 

$

(59,479

)

 

$

(4,735

)

 

$

266

 

 

$

(63,948

)

 

$

(40,226

)

 

$

(4,294

)

 

$

52

 

 

$

(44,468

)

(a) Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

There were no amounts reclassified out of any component of accumulated other comprehensive income (loss) for the three and nine month periods ended September 30, 2025.

(7) Goodwill and Intangible Assets

The carrying amount of goodwill was $130,438 at both September 30, 2026 and December 31, 2025.

Acquired intangible assets, other than goodwill, as of September 30, 2026 and December 31, 2025 were as follows:

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

Core deposit intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

19,643

 

 

$

11,293

 

 

$

8,350

 

 

 

19,643

 

 

 

9,226

 

 

$

10,417

 

Total core deposit intangible assets

 

$

19,643

 

 

$

11,293

 

 

$

8,350

 

 

$

19,643

 

 

$

9,226

 

 

$

10,417

 

 

Aggregate core deposit intangible amortization expense was $675 and $318 for the three months ended September 30, 2026 and 2025, respectively. Aggregate core deposit intangible amortization expense was $2,067 and $988 for the nine months ended September 30, 2026 and 2025, respectively.

 

Page 28


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Activity for mortgage servicing rights ("MSRs") for the three and nine months ended September 30, 2026 and September 30, 2025 was as follows:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Mortgage Servicing Rights:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at Beginning of Period

 

$

2,554

 

 

$

2,775

 

 

$

2,683

 

 

$

2,877

 

Additions

 

 

12

 

 

 

41

 

 

 

66

 

 

 

89

 

Additions from acquisition

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Disposals

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Amortized to expense

 

 

(84

)

 

 

(78

)

 

 

(267

)

 

 

(228

)

Other charges

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Change in valuation allowance

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance at End of Period

 

$

2,482

 

 

$

2,738

 

 

$

2,482

 

 

$

2,738

 

 

There was no valuation allowance for the three and nine months ended September 30, 2026 and September 30, 2025.

 

Estimated amortization expense for each of the next five years and thereafter is as follows:

 

 

 

MSRs

 

 

Core deposit
intangibles

 

 

Total

 

2026(1)

 

$

37

 

 

$

643

 

 

$

680

 

2027

 

 

147

 

 

 

2,395

 

 

 

2,542

 

2028

 

 

142

 

 

 

1,923

 

 

 

2,065

 

2029

 

 

141

 

 

 

1,218

 

 

 

1,359

 

2030

 

 

140

 

 

 

944

 

 

 

1,084

 

Thereafter

 

 

1,875

 

 

 

1,227

 

 

 

3,102

 

 

$

2,482

 

 

$

8,350

 

 

$

10,832

 

(1) 2026 includes three months of amortization expense for the period from October 1, 2026 through December 31, 2026.

(8) Short-Term and Other Borrowings

Short-term borrowings, which consist of federal funds purchased and short-term FHLB advances, are summarized as follows:

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

 

Short-term
Borrowings

 

 

Short-term
Borrowings

 

Fed Funds Purchased

 

$

—

 

 

$

—

 

FHLB Advances:

 

 

 

 

 

 

  Single maturity fixed rate advances

 

$

100,000

 

 

$

100,000

 

  Interest rate on balance

 

 

4.11

%

 

 

3.81

%

  Overnight advances

 

$

22,500

 

 

$

75,000

 

  Interest rate on balance

 

 

4.04

%

 

 

3.81

%

Total Short-term FHLB Advances

 

$

122,500

 

 

$

175,000

 

 

Page 29


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The single maturity fixed rate advances consisted of one advance that matured on October 19, 2026. A new single maturity fixed rate advance was then purchased on October 19, 2026, at a rate of 4.16%, maturing on November 17, 2026.

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

 

2026

 

 

2025

 

 

 

Short-term
Borrowings

 

 

Short-term
Borrowings

 

 

 

Short-term
Borrowings

 

 

Short-term
Borrowings

 

Maximum indebtedness

 

$

120,000

 

 

$

412,200

 

 

 

$

270,500

 

 

$

465,000

 

Rate

 

 

3.73

%

 

 

4.44

%

 

 

 

3.70

%

 

 

4.44

%

End of period balance

 

$

122,500

 

 

$

232,000

 

 

 

$

122,500

 

 

$

232,000

 

Rate

 

 

4.10

%

 

 

4.20

%

 

 

 

4.10

%

 

 

4.20

%

Average balance

 

$

127,500

 

 

$

272,985

 

 

 

$

127,915

 

 

$

346,737

 

Rate

 

 

4.11

%

 

 

4.45

%

 

 

 

3.66

%

 

 

4.47

%

 

Average balance during the period represents daily averages. Average rate paid represents interest expense divided by the related average balances.

 

The following table summarizes the Company's subordinated debentures at September 30, 2026 and December 31, 2025.

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

 

Subordinated
Debentures

 

 

Subordinated
Debentures

 

Subordinated Debentures:

 

 

 

 

 

 

First Citizens Statutory Trust II

 

$

7,732

 

 

$

7,732

 

First Citizens Statutory Trust III

 

 

12,887

 

 

 

12,887

 

First Citizens Statutory Trust IV

 

 

5,155

 

 

 

5,155

 

Futura TPF Trust I

 

 

2,578

 

 

 

2,578

 

Futura TPF Trust II

 

 

2,070

 

 

 

1,997

 

Long-Term Subordinated Debentures, net of unamortized debt issuance costs

 

 

73,937

 

 

 

73,885

 

Total Subordinated Debentures

 

$

104,359

 

 

$

104,234

 

 

Other borrowings, which consist of secured borrowings from other institutions for the right to participate in the future payments of specific leases originated by the CLF division of Civista, totaled $2,640 and $4,090 at September 30, 2026 and December 31, 2025, respectively. The weighted average rate on these borrowings was 8.65% and 8.22% at September 30, 2026 and December 31, 2025, respectively. The weighted average life was 16 months and 23 months at September 30, 2026 and December 31, 2025, respectively.

(9) Earnings per Common Share

The Company has granted restricted stock awards with non-forfeitable rights (with respect to dividends), which are considered participating securities. Accordingly, earnings per common share are computed using the two-class method as required by ASC 260-10-45. Basic earnings per common share are computed as net income available to common shareholders divided by the weighted average number of common shares outstanding during the period, which excludes the participating securities. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the Company’s equity incentive

Page 30


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

plan, computed using the treasury stock method. The Company had no dilutive securities for the three and nine months ended September 30, 2026 and September 30, 2025.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

16,019

 

 

$

12,760

 

 

$

45,323

 

 

$

33,943

 

Less allocation of earnings and dividends to participating securities

 

 

61

 

 

 

61

 

 

 

144

 

 

 

173

 

Net income available to common shareholders—basic

 

$

15,958

 

 

$

12,699

 

 

$

45,179

 

 

$

33,770

 

Weighted average common shares outstanding

 

 

20,775,467

 

 

 

18,767,307

 

 

 

20,769,132

 

 

 

16,605,546

 

Less average participating securities

 

 

78,903

 

 

 

91,743

 

 

 

65,838

 

 

 

85,141

 

Weighted average number of shares outstanding used in the calculation of basic earnings per common share

 

 

20,696,564

 

 

 

18,675,564

 

 

 

20,703,294

 

 

 

16,520,405

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.77

 

 

$

0.68

 

 

$

2.18

 

 

$

2.04

 

Diluted

 

 

0.77

 

 

 

0.68

 

 

 

2.18

 

 

 

2.04

 

 

(10) Commitments, Contingencies and Off-Balance Sheet Risk

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customers’ financing needs. These are agreements to provide credit or to support the credit of others, as long as the conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of commitment. The contractual amounts of financial instruments with off-balance-sheet risk were as follows at September 30, 2026 and December 31, 2025:

 

 

Contract Amount

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

 

Fixed Rate

 

 

Variable
Rate

 

 

Fixed Rate

 

 

Variable
Rate

 

Commitment to extend credit:

 

 

 

 

 

 

 

 

 

 

 

 

Lines of credit and construction loans

 

$

50,179

 

 

$

742,584

 

 

$

34,580

 

 

$

652,725

 

Overdraft protection

 

 

10

 

 

 

47,051

 

 

 

10

 

 

 

51,961

 

Letters of credit

 

 

0

 

 

 

77

 

 

 

16

 

 

 

82

 

Total

 

$

50,189

 

 

$

789,712

 

 

$

34,606

 

 

$

704,768

 

Commitments to make loans are generally made for a period of one year or less. Fixed rate loan commitments included in the table above had interest rates ranging from 3.1% to 7.25% at September 30, 2026 and from 3.1% to 8.0% at December 31, 2025. Maturities extend up to 30 years.

(11) Pension Information

The Company sponsors a pension plan which is a noncontributory defined benefit retirement plan. Annual payments, subject to the maximum amount deductible for federal income tax purposes, are made to a pension trust fund. In 2006, the Company amended the pension plan to provide that no employee could be added as a participant to the pension plan after December 31, 2006. In 2014, the Company amended the pension plan again to provide that no additional benefits would accrue beyond April 30, 2014.

Page 31


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Net periodic pension cost was as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Service cost

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

Interest cost

 

 

94

 

 

 

96

 

 

 

281

 

 

 

288

 

Expected return on plan assets

 

 

(108

)

 

 

(116

)

 

 

(325

)

 

 

(348

)

Other components

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Net periodic pension benefit

 

$

(14

)

 

$

(20

)

 

$

(44

)

 

$

(60

)

The Company does not expect to make any contribution to its pension plan in 2026. The Company made no contribution to its pension plan in 2025.

(12) Equity Incentive Plan

At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorized the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. The 2014 Incentive Plan expired in accordance with its terms on April 16, 2024, and no further awards may be granted under the 2014 Incentive Plan after April 16, 2024. On February 20, 2024, the Company's Board of Directors adopted the Civista Bancshares, Inc. 2024 Incentive Plan (the "2024 Incentive Plan"), which was subsequently approved by the shareholders of the Company at the Annual Meeting of Shareholders held on April 16, 2024. The 2024 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 450,000 common shares of the Company. There were 329,487 shares available for grants under the 2024 Incentive Plan at September 30, 2026.

No options were granted under the 2024 Incentive Plan during the three and nine months ended September 30, 2026 and September 30, 2025.

 

In each of the past several years, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-year or five-year period following the grant date. Once an employee attains the stated retirement age of 62, any granted and/or unvested restricted shares becomes vested per the plan. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares awarded under the Company’s incentive plans. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

 

The Company classifies share-based compensation for employees with “Compensation expense” in the Consolidated Statements of Operations.

The following is a summary of the Company’s outstanding restricted common shares and changes therein for the three and nine months ended September 30, 2026:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2026

 

 

 

Number of
Restricted
Shares

 

 

Weighted
Average Grant
Date Fair Value

 

 

Number of
Restricted
Shares

 

 

Weighted
Average Grant
Date Fair Value

 

Nonvested at beginning of period

 

 

79,006

 

 

$

22.12

 

 

 

90,155

 

 

$

19.72

 

Granted

 

 

—

 

 

 

—

 

 

 

51,378

 

 

 

24.87

 

Vested

 

 

(429

)

 

 

15.54

 

 

 

(62,956

)

 

 

20.88

 

Forfeited

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Nonvested at end of period

 

 

78,577

 

 

$

22.15

 

 

 

78,577

 

 

$

22.15

 

 

Page 32


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following is a summary of the status of the Company’s outstanding restricted common shares as of September 30, 2026:

 

At September 30, 2026

 

Date of Award

 

Shares

 

 

Remaining Expense

 

 

Remaining Vesting
Period (Years)

 

March 3, 2022

 

 

1,467

 

 

 

9

 

 

 

0.25

 

March 14, 2023

 

 

4,373

 

 

 

62

 

 

 

1.25

 

March 12, 2024

 

 

10,931

 

 

 

129

 

 

 

2.25

 

March 12, 2024

 

 

2,586

 

 

 

9

 

 

 

0.25

 

September 9, 2024

 

 

429

 

 

 

7

 

 

 

1.00

 

March 11, 2025

 

 

13,002

 

 

 

224

 

 

 

3.25

 

March 11, 2025

 

 

7,269

 

 

 

96

 

 

 

1.25

 

March 13, 2026

 

 

15,317

 

 

 

328

 

 

 

4.50

 

March 13, 2026

 

 

23,203

 

 

 

442

 

 

 

2.50

 

 

 

 

78,577

 

 

 

1,306

 

 

 

2.67

 

 

The Company recorded $175 and $203 of share-based compensation expense during the three months ended September 30, 2026 and 2025, respectively, for restricted shares granted to employees under the Company's incentive plans. The Company recorded $1,058 and $755 of share-based compensation expense during the nine months ended September 30, 2026 and 2025, respectively, for restricted shares granted to employees under the Company's incentive plans. At September 30, 2026, the total compensation cost related to unvested awards not yet recognized was $1,306, which was expected to be recognized over the weighted average remaining life of the grants of 2.67 years.

During the second quarter of each year, directors of the Company's banking subsidiary, Civista, are paid a retainer in the form of non-restricted common shares of the Company. A total of 10,890 and 10,270 common shares were issued to Civista directors during the second quarters of 2026 and 2025, respectively, as payment of their service on the Civista Board of Directors. The issuances were expensed in their entirety when the shares were issued in the amounts of $270 and $200, respectively.

(13) Fair Value Measurement

The Company uses a fair value hierarchy to measure fair value. This hierarchy describes three levels of inputs that may be used to measure fair value: Level 1: Quoted prices for identical assets in active markets that are identifiable on the measurement date; Level 2: Significant other observable inputs, such as quoted prices for similar assets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data; and Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.

Securities available for sale: The fair values of securities available for sale are based on quoted prices, if available. If quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Equity securities: The Company’s equity securities are not actively traded in an open market. The fair value of these equity securities not actively traded in an open market is determined by using market data inputs for similar securities that are observable (Level 2 inputs).

Swap assets/liabilities: The fair values of interest rate swap positions, both assets and liabilities, are based on valuation pricing models using an income approach reflecting readily observable market parameters such as interest rate yield curves (Level 2).

Mortgage banking derivative: Residential mortgage loans with locked interest rates to be sold in the secondary market and forward commitments for the future delivery of mortgage loans to third-party investors and forward mortgage-backed securities contracts are considered derivatives. Fair values are estimated based on observable changes in the mortgage interest rates from the date of the commitment and do not typically involve significant judgments by management (Level 2).

Collateral Dependent Loans: The Company generally measures the fair value of collateral dependent loans based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration

Page 33


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for credit losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table below as a Level 3 measurement.

Appraisals for individually analyzed collateral-dependent loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Company’s asset quality or collections department reviews the assumptions and approaches utilized in the appraisal. Appraisal values are discounted from 0% to 70% to account for other factors that may impact the value of collateral.

Assets and liabilities measured at fair value are summarized in the tables below.

 

 

Fair Value Measurements at September 30, 2026 Using:

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

Securities available-for-sale

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

17,528

 

 

$

—

 

 

$

—

 

Obligations of U.S. Government agencies

 

 

—

 

 

 

19,401

 

 

 

—

 

Obligations of states and political subdivisions

 

 

—

 

 

 

287,546

 

 

 

—

 

Mortgage-backed securities in government sponsored
   entities

 

 

—

 

 

 

312,777

 

 

 

—

 

Total securities available-for-sale

 

 

17,528

 

 

 

619,724

 

 

 

—

 

Equity securities

 

 

—

 

 

 

2,965

 

 

 

—

 

Swap asset

 

 

—

 

 

 

1,863

 

 

 

—

 

Mortgage banking derivative asset

 

 

—

 

 

 

257

 

 

 

—

 

Liabilities measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

Swap liability

 

$

—

 

 

$

10,544

 

 

$

—

 

Mortgage banking derivative liability

 

$

—

 

 

$

39

 

 

$

—

 

Assets measured at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

Collateral-dependent loans

 

$

—

 

 

$

—

 

 

$

11,158

 

 

 

 

Fair Value Measurements at December 31, 2025 Using:

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

Securities available-for-sale

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

33,902

 

 

$

—

 

 

$

—

 

Obligations of U.S. Government agencies

 

 

—

 

 

 

27,115

 

 

 

—

 

Obligations of states and political subdivisions

 

 

—

 

 

 

324,798

 

 

 

—

 

Mortgage-backed securities in government
   sponsored entities

 

 

—

 

 

 

296,093

 

 

 

—

 

Total securities available-for-sale

 

 

33,902

 

 

 

648,006

 

 

 

—

 

Equity securities

 

 

—

 

 

 

2,692

 

 

 

—

 

Swap asset

 

 

—

 

 

 

3,494

 

 

 

—

 

Liabilities measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

Swap liability

 

$

—

 

 

$

5,748

 

 

$

—

 

Assets measured at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

Collateral-dependent loans

 

$

—

 

 

$

—

 

 

$

13,140

 

 

Page 34


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

The following tables present quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2026 and December 31, 2025.

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

September 30, 2026

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Range

 

Weighted Average

Collateral-dependent loans

 

$

11,158

 

 

Appraisals which utilize sales comparison, net income and cost approach

 

Discounts for collection issues and changes in market conditions

 

10 - 61%

 

44%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2025

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Range

 

Weighted Average

Collateral-dependent loans

 

$

13,140

 

 

Appraisals which utilize sales comparison, net income and cost approach

 

Discounts for collection issues and changes in market conditions

 

10 - 61%

 

42%

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Financial Instruments

 

Much of the information used to arrive at “fair value” is highly subjective and judgmental in nature and therefore the results may not be precise. Subjective factors include, among other things, estimated cash flows, risk characteristics and interest rates, all of which are subject to change. With the exception of investment securities, the Company’s financial instruments are not readily marketable and market prices do not exist. Since negotiated prices for the instruments, which are not readily marketable, depend greatly on the motivation of the buyer and seller, the amounts that will actually be realized or paid per settlement or maturity of these instruments could be significantly different.

 

The carrying amounts of cash and cash equivalents, accrued interest receivable, short-term FHLB advances and accrued interest payable, as a result of their short-term nature, are considered to be equal to fair value and are classified as Level 1.

 

The carrying amounts of investments in time deposits are based on commitments per the contractual agreement and are classified as Level 2.

 

The carrying amount of other securities, which consist of FHLB and other bank stock, approximates fair value as the stock is nonmarketable and has restrictions placed on its transferability and are classified as Level 2.

 

The fair value of loans held for sale is based on commitments on hand from investors or prevailing market prices and are classified as Level 2.

 

The Company uses an exit price income approach to determine the fair value of the loan and lease portfolio. The model utilizes a discounted cash flow approach to estimate the fair value of the loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. The discounted cash flow approach models the credit losses directly in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications. For all periods presented, the estimated fair value of individually analyzed loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All loans and leases are classified as Level 3 within the valuation hierarchy.

 

The fair values of nonmaturing deposits, which consist of non-interest bearing deposits, savings, NOW, and money market accounts, are considered equal to the amount payable on demand at the reporting date (i.e., carrying value) and are classified as Level 1. Fair values of time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 3 classification.

Page 35


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

The fair values of subordinated debentures are estimated using a discounted cash flow calculation that applies interest rates currently being offered on subordinated debentures to the schedule of maturities on the subordinated debt tranches resulting in a Level 3 classification.

 

FHLB advances with maturities greater than 90 days and other borrowings are valued based on a discounted cash flow analysis, using interest rates currently being quoted for instruments of similar characteristics and maturities resulting in a Level 3 classification.

 

The carrying amount and fair value of financial instruments carried at amortized cost were as follows:

September 30, 2026

 

Carrying
Amount

 

 

Total
Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

67,710

 

 

$

67,710

 

 

$

67,710

 

 

$

—

 

 

$

—

 

Investments in time deposits

 

 

3,165

 

 

 

3,165

 

 

 

—

 

 

 

3,165

 

 

 

—

 

Other securities

 

 

26,829

 

 

 

26,829

 

 

 

—

 

 

 

26,829

 

 

 

—

 

Loans, held for sale

 

 

3,548

 

 

 

3,548

 

 

 

—

 

 

 

3,548

 

 

 

—

 

Loans and leases, net of allowance

 

 

3,250,526

 

 

 

3,125,081

 

 

 

—

 

 

 

—

 

 

 

3,125,081

 

Accrued interest receivable

 

 

14,704

 

 

 

14,704

 

 

 

14,704

 

 

 

—

 

 

 

—

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonmaturing deposits

 

 

2,390,799

 

 

 

2,390,799

 

 

 

2,390,799

 

 

 

—

 

 

 

—

 

Time deposits

 

 

1,086,880

 

 

 

1,089,054

 

 

 

—

 

 

 

—

 

 

 

1,089,054

 

Short-term FHLB advances

 

 

122,500

 

 

 

122,500

 

 

 

122,500

 

 

 

—

 

 

 

—

 

Long-term FHLB advances

 

 

466

 

 

 

453

 

 

 

—

 

 

 

—

 

 

 

453

 

Subordinated debentures

 

 

104,359

 

 

 

102,239

 

 

 

—

 

 

 

—

 

 

 

102,239

 

Other borrowings

 

 

2,640

 

 

 

2,640

 

 

 

—

 

 

 

—

 

 

 

2,640

 

Accrued interest payable

 

 

5,021

 

 

 

5,021

 

 

 

5,021

 

 

 

—

 

 

 

—

 

 

December 31, 2025

 

Carrying
Amount

 

 

Total
Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

77,320

 

 

$

77,320

 

 

$

77,320

 

 

$

—

 

 

$

—

 

Investments in time deposits

 

 

1,165

 

 

 

1,165

 

 

 

—

 

 

 

1,165

 

 

 

—

 

Other securities

 

 

25,942

 

 

 

25,942

 

 

 

—

 

 

 

25,942

 

 

 

—

 

Loans, held for sale

 

 

7,180

 

 

 

7,180

 

 

 

—

 

 

 

7,180

 

 

 

—

 

Loans and leases, net of allowance

 

 

3,228,026

 

 

 

3,134,413

 

 

 

—

 

 

 

—

 

 

 

3,134,413

 

Accrued interest receivable

 

 

14,436

 

 

 

14,436

 

 

 

14,436

 

 

 

—

 

 

 

—

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonmaturing deposits

 

 

2,339,170

 

 

 

2,339,170

 

 

 

2,339,170

 

 

 

—

 

 

 

—

 

Time deposits

 

 

1,127,294

 

 

 

1,129,549

 

 

 

—

 

 

 

—

 

 

 

1,129,549

 

Short-term FHLB advances

 

 

175,000

 

 

 

175,000

 

 

 

175,000

 

 

 

—

 

 

 

—

 

Long-term FHLB advances

 

 

855

 

 

 

838

 

 

 

—

 

 

 

—

 

 

 

838

 

Subordinated debentures

 

 

104,234

 

 

 

102,843

 

 

 

—

 

 

 

—

 

 

 

102,843

 

Other borrowings

 

 

4,090

 

 

 

4,090

 

 

 

—

 

 

 

—

 

 

 

4,090

 

Accrued interest payable

 

 

5,393

 

 

 

5,393

 

 

 

5,393

 

 

 

—

 

 

 

—

 

 

Page 36


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(14) Derivatives

Risk Management Objective Using Derivatives

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments.

Interest Rate Swaps Designated as Cash Flow Hedges

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. In September 2025, the Company entered into a derivative instrument designated as a cash flow hedge. For a derivative instrument that is designated as a cash flow hedge, the aggregate fair value of the swaps is recorded in swap assets or swap liabilities with changes in fair value recorded in other comprehensive income (loss), net of tax. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

An interest rate swap with a notional amount totaling $100,000 as of September 30, 2026 was designated as a cash flow hedge to manage the risk of variability in cash flows (future interest payments) attributable to changes in the contractually specified benchmark interest rate on the Company's short-term fixed rate FHLB advances. The gross aggregate fair value of the swap was $339 and is recorded in Swap assets on the Consolidated Balance Sheets at September 30, 2026, with changes recorded in Other comprehensive income (loss). Amounts reported in Accumulated other comprehensive income (loss) related to this derivative will be reclassified to interest expense as interest payments are paid on the Company's short-term fixed rate FHLB advances. The hedge was executed to pay fixed and receive variable rate cash flows. The hedge was determined to be effective during the period and the Company expects the hedge to remain effective during the remaining term of the swap. A summary of the interest rate swap designated as a cash flow hedge is presented below (dollars in thousands):

 

 

 

 

September 30, 2026

 

 

December 31 2025

 

Notional amount Cash Flow Hedge

 

 

$

100,000

 

 

$

100,000

 

Weighted average fixed pay rates

 

 

 

3.408

%

 

 

3.408

%

Weighted average variable SOFR receive rates

 

 

 

3.91

%

 

 

3.69

%

Weighted average remaining maturity (in years)

 

 

 

0.4

 

 

 

1.2

 

Fair Value

 

 

$

339

 

 

$

(74

)

 

Interest Rate Swaps Not Designated as Hedges

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. To accommodate customer need and to support the Company’s asset/liability positioning, on occasion the Company enters into interest rate swaps with a customer and a bank counterparty. The interest rate swaps are free-standing derivatives and are recorded at fair value. The Company enters into a floating rate loan and a fixed rate swap with our customer. Simultaneously, the Company enters into an offsetting fixed rate swap with a bank counterparty. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay a bank counterparty the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These transactions allow the Company’s customer to effectively convert variable rate loans to fixed rate loans. Since the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not significantly impact the Company’s results of operations. These derivatives are not designated as hedging instruments and changes in fair value are recognized directly in earnings.

Page 37


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The Company presents non-designated derivative positions gross on the Consolidated Balance Sheets for customers and net for financial institution counterparty positions subject to master netting arrangements. The fair value on the asset side was reduced by the margin call adjustment per the Company's netting arrangement in the amounts of $9,020 and $2,180 as of September 30, 2026 and December 31, 2025, respectively.

The following table reflects the interest rate swap derivative instruments not designated as hedging instruments recorded on the Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025:

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

 

Notional
Amount

 

 

Fair Value

 

 

Notional
Amount

 

 

Fair Value

 

Included in Swap assets:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps with loan customers in an
   asset position

 

$

20,185

 

 

$

83

 

 

$

114,463

 

 

$

2,792

 

Counterparty positions with financial institutions
   in an asset position

 

 

224,985

 

 

 

10,461

 

 

 

244,495

 

 

 

2,882

 

Total before netting adjustments

 

 

 

 

 

10,544

 

 

 

 

 

 

5,674

 

Netting adjustments - cash collateral posted by counterparties*

 

 

 

 

 

(9,020

)

 

 

 

 

 

(2,180

)

Total Swap assets

 

 

 

 

$

1,524

 

 

 

 

 

$

3,494

 

Included in Swap liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps with loan customers in a
   liability position

 

$

204,800

 

 

$

10,544

 

 

$

130,032

 

 

$

5,674

 

   Counterparty positions with financial institutions
   in a liability position

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total before netting adjustments

 

 

 

 

 

10,544

 

 

 

 

 

 

5,674

 

Netting adjustments - cash collateral posted to counterparties**

 

 

 

 

 

—

 

 

 

 

 

 

—

 

Total Swap liabilities

 

 

 

 

$

10,544

 

 

 

 

 

$

5,674

 

*Cash collateral posted by counterparties represents the obligation to return cash collateral received from counterparties.

 

 

 

 

 

 

 

 

 

 

 

 

**Cash collateral posted to counterparties represents the right to reclaim cash collateral that was paid to counterparties.

 

 

 

 

 

 

 

 

 

 

 

 

Gross notional positions with customers

 

$

224,985

 

 

 

 

 

$

244,495

 

 

 

 

Gross notional positions with financial institution
   counterparties

 

$

224,985

 

 

 

 

 

$

244,495

 

 

 

 

 

The Company monitors and controls these derivative products with a comprehensive Board of Director approved commercial loan swap policy. Transactions must be approved in advance by the Lenders Loan Committee or the Board of Directors. The Company classifies changes in fair value of derivative instruments not designated as hedging instruments in Other noninterest income in the Consolidated Statements of Operations. There was no gain or loss recognized on derivative instruments not designated as hedging instruments for the period ended September 30, 2026 or the period ended September 30, 2025.

At September 30, 2026 and December 31, 2025, the Company did not have any cash or securities pledged for collateral on its interest rate swaps with third party financial institutions. Cash pledged for collateral on interest rate swaps is classified as restricted cash on the Consolidated Balance Sheets.

Mortgage Banking Derivatives

Prior to the third quarter of 2026, the Company only sold mortgage loans with best efforts commitments. During the third quarter of 2026, the Company expanded its mortgage banking operations to include the sale of mortgage loans with mandatory delivery commitments. The Company grants mortgage loan interest rate lock commitments to borrowers, subject to normal loan underwriting standards. The interest rate risk associated with these loan interest rate lock commitments is managed with contracts for future deliveries

Page 38


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

of loans as well as selling forward mortgage-backed securities contracts. Loan interest rate lock commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The notional amount of these commitments at September 30, 2026 was $21,333. Commitments to originate residential mortgage loans held-for-sale and forward commitments to sell residential mortgage loans are considered derivative instruments not designated as hedging instruments. Mortgage banking derivatives are recorded at fair value and recorded in other assets on the Consolidated Balance Sheets. Fair values are estimated based on observable changes in mortgage interest rates from the date of the commitment. Changes in the fair value are recognized directly in earnings and recorded in mortgage banking in the consolidated statements of operations.

(15) Qualified Affordable Housing Project Investments

The Company invests in certain qualified affordable housing projects. At September 30, 2026 and December 31, 2025, the balance of the Company's investments in qualified affordable housing projects was $17,247 and $16,386, respectively. These balances are reflected in the Other assets line on the Consolidated Balance Sheets. The unfunded commitments related to the investments in qualified affordable housing projects totaled $5,314 and $5,113 at September 30, 2026 and December 31, 2025, respectively. These balances are reflected in the Accrued expenses and other liabilities line on the Consolidated Balance Sheets.

During the three months ended September 30, 2026 and 2025, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $396 and $374, respectively, offset by tax credits and other benefits from its investments in affordable housing tax credits of $456 and $416, respectively. During the nine months ended September 30, 2026 and 2025, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $1,139 and $1,090, respectively, offset by tax credits and other benefits from its investments in affordable housing tax credits of $1,369 and $1,248, respectively. During the three and nine months ended September 30, 2026 and 2025, the Company did not incur any impairment losses related to its investments in qualified affordable housing projects.

 

(16) Revenue Recognition

The Company accounts for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers. Revenue associated with financial instruments, including revenue from loans and securities, are outside the scope of ASC 606 and accounted for under other existing GAAP. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of the guidance. Noninterest revenue streams in-scope of ASC 606 are discussed below.

Service Charges

 

Service charges consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

ATM/Interchange Fees

 

ATM and Interchange Fees are primarily comprised of debit and credit card income, ATM fees and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. The Company’s performance obligation for ATM and Interchange Fees are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Wealth Management Fees

 

Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based

Page 39


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received in the following month through a direct charge to customers’ accounts. The Company does not earn performance-based incentives.

Other

 

Other noninterest income consists of other recurring revenue streams such as check order fees, wire transfer fees, safety deposit box rental fees, item processing fees and other miscellaneous revenue streams. Check order income mainly represents fees charged to customers for checks. Wire transfer fees represent revenue from processing wire transfers. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Item processing fee income represents fees charged to other financial institutions for processing their transactions. Payment is typically received in the following month.

 

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and nine months ended September 30, 2026 and 2025.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Noninterest Income

 

 

 

 

 

 

 

 

 

 

 

 

In-scope of Topic 606:

 

 

 

 

 

 

 

 

 

 

 

 

Service charges

 

$

1,835

 

 

$

1,667

 

 

$

5,438

 

 

$

4,756

 

ATM/Interchange fees

 

 

1,553

 

 

 

1,435

 

 

 

4,494

 

 

 

4,179

 

Wealth management fees

 

 

1,458

 

 

 

1,402

 

 

 

4,350

 

 

 

4,067

 

Other

 

 

755

 

 

 

1,677

 

 

 

1,796

 

 

 

3,053

 

Noninterest Income (in-scope of Topic 606)

 

 

5,601

 

 

 

6,181

 

 

 

16,078

 

 

 

16,055

 

Noninterest Income (out-of-scope of Topic 606)

 

 

4,050

 

 

 

3,452

 

 

 

12,011

 

 

 

8,027

 

Total Noninterest Income

 

$

9,651

 

 

$

9,633

 

 

$

28,089

 

 

$

24,082

 

 

(17) Leases

 

We have operating leases for several branch locations and office space. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. We also lease certain office equipment under operating leases. Many of our leases include both lease (e.g., minimum rent payments) and non-lease (e.g., common-area or other maintenance costs) components. The Company accounts for each component separately based on the standalone price of each component. In addition, we have several operating leases with lease terms of less than one year and therefore, we have elected the practical expedient to exclude these short-term leases from our right-of-use ("ROU") assets and lease liabilities.

Most leases include one or more options to renew. The exercise of lease renewal options is typically at our sole discretion. Renewals to extend the lease terms are only included in our ROU assets and lease liabilities when it is reasonably certain they will be exercised.

As most of our leases do not provide an implicit rate, we use the fully collateralized FHLB borrowing rate, commensurate with the lease terms based on the information available at the lease commencement date in determining the present value of the lease payments.

The balance sheet information related to our operating leases were as follows as of September 30, 2026 and December 31, 2025:

 

 

 

Classification on the Consolidated Balance Sheet

 

September 30, 2026

 

 

December 31, 2025

 

Assets:

 

 

 

 

 

 

 

 

Operating lease

 

Other assets

 

$

2,341

 

 

$

2,387

 

Liabilities:

 

 

 

 

 

 

 

 

Operating lease

 

Accrued expenses and other liabilities

 

$

2,341

 

 

$

2,387

 

 

Page 40


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

The cost components of our operating leases were as follows for the three and nine months ended September 30, 2026 and September 30, 2025:

 

 

 

Three Months Ended

 

 

 

 

September 30,

 

 

 

 

2026

 

 

2025

 

 

Lease cost

 

 

 

 

 

 

 

Operating lease cost

 

$

200

 

 

$

198

 

 

Short-term lease cost

 

 

12

 

 

 

11

 

 

Sublease income

 

 

(5

)

 

 

(7

)

 

Total lease cost

 

$

207

 

 

$

202

 

 

 

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2026

 

 

2025

 

Lease cost

 

 

 

 

 

 

Operating lease cost

 

$

608

 

 

$

615

 

Short-term lease cost

 

 

36

 

 

 

35

 

Sublease income

 

 

(14

)

 

 

(17

)

Total lease cost

 

$

630

 

 

$

633

 

 

Maturities of our lease liabilities for all operating leases for each of the next five years and thereafter is as follows:

 

 

 

 

 

2026 (1)

 

$

203

 

2027

 

 

798

 

2028

 

 

642

 

2029

 

 

455

 

2030

 

 

139

 

Thereafter

 

 

322

 

Total lease payments

 

$

2,559

 

Less: Imputed Interest

 

 

218

 

Present value of lease liabilities

 

$

2,341

 

(1) 2026 includes lease payments from October 1, 2026 through December 31, 2026.

 

The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2026:

 

 

 

 

 

Weighted-average remaining lease term-operating leases (years)

 

 

3.01

 

Weighted-average discount rate-operating leases

 

 

3.88

%

 

The Company is the lessor of equipment under operating leases to a wide variety of customers, from commercial and industrial to government and healthcare. The operating lease assets are presented on the Consolidated Balance Sheets as Premises and equipment. The Company records lease revenue over the term of the lease and retains ownership of the related assets which are depreciated over the estimated useful life, normally two to six years.

 

The Company also leases equipment to customers under direct financing leases. At the inception of each lease, the lease receivables, together with the present value of the estimated unguaranteed residual values, are presented on the Consolidated Balance Sheets as Loans. The excess of the lease receivables and residual values over the cost of the equipment is recorded as unearned lease income and will be recognized over the lease term, normally two to six years as well.

Page 41


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

(18) Segment Reporting

The Company conducts its operations through one single business segment, which is determined by the Chief Financial Officer, who is the designated chief operating decision maker ("CODM").

This decision is based upon information provided about the Company's products and services offered. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The CODM evaluates revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment of performance and in establishing compensation. Loans and investments provide the majority of revenues in the banking operation. Interest expense, provision for credit losses, and compensation expense provide the significant expenses in the banking operation.

The Company's segment assets represent its total assets as presented in the Consolidated Balance Sheets.

All of the Company's earnings relate to its operations within the United States.

NOTE 19 - ACQUISITIONS

At the close of business on November 6, 2025 ("Acquisition Date"), the Company completed its acquisition of FSB for aggregate stock and cash consideration of approximately $66,758, through a merger transaction accounted for as a business combination under ASC 805, Business Combinations. As a result of the FSB acquisition, CBI issued 1,434,473 common shares and paid approximately $35,544 in cash to the former shareholders of FSB. The Company and FSB had first announced that they had entered into an agreement to merge in July of 2025. Upon the closing of the merger, FSB was merged with and into Civista.

The acquisition of FSB was not material for purposes of requiring pro forma financial information under Article 11 of Regulation S-X, based on quantitative and qualitative factors. Accordingly, certain disclosures typically required for material business combinations have been omitted.

The results of FSB's operations have been included in the Company's Consolidated Financial Statements from the Acquisition Date. Given the immaterial nature of the acquisition, pro forma financial information for the combined entity has not been presented, as such information would not be meaningful to users of the financial statements.

 

The acquisition resulted in the recognition of goodwill, which represents the excess of the purchase consideration over the fair value of net assets acquired. Goodwill arising from the transaction is primarily attributable to expected cost synergies, enhanced market presence, and future growth opportunities. The goodwill recognized is not deductible for federal income tax purposes but is evaluated for impairment, at least annually.

Loans acquired in the FSB acquisition were recorded at their fair value as of November 6, 2025, in accordance with ASC 805 and the Company's accounting policies.

The unpaid principal balance of loans acquired from FSB was $110,151 at the Acquisition Date. Based on a third-party valuation, the loans were recorded at an estimated fair value of $104,200, which reflects credit, interest rate, liquidity, and other market-based valuation factors. The difference between the unpaid principal balance and fair value of approximately $5,971 is primarily the non-credit purchase discount of $4,011 that will be accreted into interest income over the average life of the portfolio using the level yield method and the $1,960 addition to the ACL related to the acquired FSB loan portfolio. The amount of accretion recognized from the FSB acquisition life-to-date was $1,668 as of September 30, 2026, representing $411 in the third quarter of 2026, $444 in the second quarter of 2026, $477 in the first quarter of 2026, and $336 in the fourth quarter of 2025.

The Company early adopted the amended Purchased Financial Assets ("PFA") guidance under ASC 326, under which all acquired loans are accounted for under a single credit loss model. Accordingly, at the Acquisition Date, the Company recorded an ACL of $1,960 related to the acquired FSB loan portfolio, with a corresponding gross-up of loan balances, to reflect expected lifetime credit losses inherent in the loans. The ACL recognized at acquisition did not impact earnings, as it was recorded as part of the purchase accounting.

Page 42


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Subsequent changes in expected credit losses for the acquired loans are estimated as part of the total loan portfolio and will be recognized through the provision for credit losses in the Company's Consolidated Statements of Operations.

Core deposit intangibles are amortized over the expected useful lives, which was determined to be eight years using the sum-of-years-digits method. The net carrying amount of the core deposit intangible at September 30, 2026 was $5,554. The amount of amortization expense recognized on the FSB core deposit intangibles life-to-date was $1,422 as of September 30, 2026, representing $388 in the third quarter of 2026, $388 in the second quarter of 2026, $388 in the first quarter of 2026, and $258 in the fourth quarter of 2025.

 

As of September 30, 2026, the estimated future amortization expense for the core deposit intangible was as follows:

 

 

 

Core deposit intangibles

 

2026 (1)

 

$

355

 

2027

 

 

1,324

 

2028

 

 

1,130

 

2029

 

 

936

 

2030

 

 

743

 

Thereafter

 

 

1,066

 

 

 

$

5,554

 

(1) 2026 includes three months of amortization expense for the period from October 1, 2026 through December 31, 2026.

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Acquisition Date for FSB.

 

Cash paid

 

 

 

 

$

35,544

 

Common shares issued (1,434,473 shares)

 

 

 

 

 

31,214

 

Total

 

 

 

 

$

66,758

 

 

 

 

 

 

 

 

Net assets acquired:

 

 

 

 

 

 

Cash and due from financial institutions

 

$

185,018

 

 

 

 

Loans, net

 

 

104,200

 

 

 

 

Other securities

 

 

259

 

 

 

 

Premises and equipment

 

 

1,993

 

 

 

 

Accrued interest receivable

 

 

440

 

 

 

 

Core deposit intangible

 

 

6,975

 

 

 

 

Deferred taxes

 

 

(514

)

 

 

 

Other assets

 

 

392

 

 

 

 

Time deposits

 

 

(112,174

)

 

 

 

Noninterest-bearing deposits

 

 

(33,846

)

 

 

 

Interest-bearing deposits

 

 

(90,076

)

 

 

 

Other liabilities

 

 

(827

)

 

 

 

 

 

 

 

 

 

61,840

 

Goodwill resulting from the FSB acquisition

 

 

 

 

$

4,918

 

The FSB acquisition did not have a material impact on the Company's capital ratios. Integration activities, including the core conversion of FSB into CBI, were completed in the first quarter of 2026. The Company has incurred $4,500 in acquisition related expenses life-to-date as of September 30, 2026, with $4,100 being expensed in 2025 and $400 in 2026, that are included in Other operating expenses in the Consolidated Statements of Operations.

Page 43


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion reviews the consolidated financial condition of the Company at September 30, 2026 compared to December 31, 2025, and the consolidated results of operations for the three and nine months ended September 30, 2026, compared to the same periods in 2025. This discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and Notes included in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, relating to such matters as financial condition, anticipated operating results, cash flows, business line results, credit quality expectations, prospects for new lines of business, economic trends (including interest rates) and similar matters. Forward-looking statements reflect our expectations, estimates or projections concerning future results or events. These statements are generally identified by the use of forward-looking words or phrases such as “believe,” “belief,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements. Such forward-looking statements could include, but are not limited to:

•
current and future economic and financial market conditions, including the effects of inflation, recession, unemployment, supply chain issues or labor shortages, changes in interest rates, fiscal and monetary policy, government shutdowns, an increasing federal government budget deficit, slowing gross domestic product, potential or imposed tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars and other changes in trade regulations, and other factors beyond our control, any of which may result in adverse impacts on our deposit levels and composition, the quality of investment securities available for purchase, demand for loans, the ability of our borrowers to repay their loans, and the value of the collateral securing loans made by Civista;
•
significant changes to the size, structure, powers and operations of the federal government, changes to U.S. economic policies, and uncertainties regarding the potential for these changes may cause economic disruptions that could, in turn, adversely impact our business, results of operations and financial condition;
•
recent and future bank failures may reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have a negative reputational impact on the banking industry as a whole, any of which could adversely affect the Company’s business, financial condition and results of operations;
•
adverse changes in the real estate market, which could cause increases in delinquencies and non-performing assets, including additional loan charge-offs, and could depress our income, earnings and capital;
•
changes in interest rates resulting from national and local economic conditions and the policies of regulatory authorities, including monetary policies of the Board of Governors of the Federal Reserve System, which may affect interest rates, interest margins, loan demand and interest rate sensitivity;
•
operational risks, reputational risks, legal and compliance risks, and other risks related to potential fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors, or failures, disruptions or breaches in security of our systems, including those resulting from computer viruses or cyber-attacks;
•
our ability to secure sensitive or confidential client information against unauthorized disclosure or access through computer systems and telecommunication networks, including those of our third-party vendors and other service providers, which may prove inadequate;
•
a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems, including as a result of cyber-attacks;
•
competitive pressures and factors among financial services organizations could increase significantly, including product and pricing pressures, changes to third-party relationships and our ability to recruit and retain qualified management and banking personnel;
•
unexpected losses of services of our key management personnel, or the inability to recruit and retain qualified personnel in the future;

Page 44


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

•
risks inherent in pursuing strategic growth initiatives, including integration and other risks involved in past and possible future acquisitions;
•
uncertainty regarding the nature, timing, cost and effect of legislative or regulatory changes in the banking industry or otherwise affecting the Company, including major reform of the regulatory oversight structure of the financial services industry;
•
changes in federal, state and/or local tax laws;
•
the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board (FASB), the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, may adversely affect our reported financial condition or results of operations;
•
a failure to appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, which could result in our inability to accurately report our financial results and adversely affect the market price of our common shares;
•
litigation and regulatory compliance exposure, including the costs and effects of any adverse developments in legal proceedings or other claims and the costs and effects of unfavorable resolution of regulatory and other governmental examinations or inquiries;
•
continued availability of earnings and dividends from Civista and excess capital sufficient for us to service our debt and pay dividends to our shareholders in compliance with applicable legal and regulatory requirements;
•
our ability to raise additional capital in the future if and when needed and/or on terms acceptable to us;
•
our ability to conform and comply with regulatory requirements and increasing scrutiny and evolving expectations from customers, regulatory authorities, shareholders, investors and other stakeholders with regard to our environmental, social and governance (ESG) policies and practices, which could affect our reputation and business and operating results;
•
the impact on our businesses, and the risks described above, of various domestic or international widespread natural or other disasters including severe weather events, pandemics, cybersecurity attacks, system failures, civil unrest, military or terrorist activities or international conflicts, including Russia’s ongoing war on Ukraine and the conflicts in Iran (and the resulting disruptions in oil, energy and other commodity markets and supply chains), which can affect our earnings and capital as well as the ability of our customers to repay loans;
•
our ability to anticipate and successfully keep pace with technological changes affecting the financial services industry; and
•
other risks identified from time-to-time in the Company’s other public documents on file with the SEC, including those risks identified in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as supplemented by the disclosure under "Item 1A. Risk Factors" of Part II of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law.

Acquisition of The Farmers Savings Bank ("FSB")

At the close of business on November 6, 2025, Civista closed its previously announced acquisition of FSB. The acquisition added approximately $268,139 of total assets, $106,161 of total loans and leases, $236,097 of total deposits, and two branches. The 2025 results reflect inclusion of FSB since November 7, 2025.

Upon the closing of the acquisition, FSB was merged with and into Civista Bank. In addition, the management and organization structure was updated to reflect the combined organization. On-boarding of former FSB colleagues and their initial training was completed in the first quarter of 2026, and technology conversions were completed in mid-February, as scheduled. Certain of Civista's products and services have been introduced across the legacy FSB customer base, and customer-facing colleagues are focused on both growing and retaining customers.

Offering of Common Shares

On July 10, 2025, CBI announced an underwritten public offering of up to a maximum of 3,788,238 of its common shares. CBI closed on the sale of 3,294,120 common shares on July 14, 2025, and subsequently sold an additional 494,118 common shares on July 16, 2025 pursuant to the underwriters' exercise of their overallotment option, at the public offering price of $21.25 per share. The aggregate net proceeds from the offering were approximately $75,666, after deducting $608 of direct expenses and the underwriting discount of $4,226. The net proceeds from the offering were initially used to pay-down short-term FHLB advances, but the long-term strategic plan

Page 45


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

is to use the net proceeds for general corporate purposes, which may include supporting organic growth opportunities and future strategic transactions.

Financial Condition

Total assets of the Company at September 30, 2026 were $4,304,926 compared to $4,336,453 at December 31, 2025, a decrease of $31,527, or 0.7%. The decrease was mainly due to decreases in securities available-for-sale of $44,656 and cash and due from financial institutions of $9,610. These decreases were slightly offset by an increase in net loans of $22,500. Total liabilities at September 30, 2026 were $3,752,185 compared to $3,792,979 at December 31, 2025, a decrease of $40,794, or 1.1%. The decrease in total liabilities was primarily attributable to a decrease in short-term FHLB advances of $52,500, partially offset by an increase in total deposits of $11,215.

Loans outstanding as of September 30, 2026 and December 31, 2025 were as follows:

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

$ Change

 

 

% Change

 

Commercial & Agriculture

 

$

316,162

 

 

$

308,692

 

 

$

7,470

 

 

 

2.4

%

Commercial Real Estate—Owner Occupied

 

 

387,946

 

 

 

385,547

 

 

 

2,399

 

 

 

0.6

%

Commercial Real Estate—Non-Owner Occupied

 

 

1,228,232

 

 

 

1,239,017

 

 

 

(10,785

)

 

 

(0.9

%)

Residential Real Estate

 

 

982,843

 

 

 

944,328

 

 

 

38,515

 

 

 

4.1

%

Real Estate Construction

 

 

280,900

 

 

 

285,137

 

 

 

(4,237

)

 

 

(1.5

%)

Farm Real Estate

 

 

31,815

 

 

 

37,775

 

 

 

(5,960

)

 

 

(15.8

%)

Lease Financing Receivables

 

 

36,365

 

 

 

35,103

 

 

 

1,262

 

 

 

3.6

%

Consumer and Other

 

 

28,660

 

 

 

34,447

 

 

 

(5,787

)

 

 

(16.8

%)

Total loans

 

 

3,292,923

 

 

 

3,270,046

 

 

 

22,877

 

 

 

0.7

%

Allowance for credit losses

 

 

(42,397

)

 

 

(42,020

)

 

 

(377

)

 

 

0.9

%

Net loans

 

$

3,250,526

 

 

$

3,228,026

 

 

$

22,500

 

 

 

0.7

%

 

Loans held for sale decreased $3,632 since December 31, 2025. The decrease was due to a decrease in average loan balances held for sale as well as the timing of selling the loans. At September 30, 2026, 12 loans totaling $3,548 were held for sale as compared to 27 loans totaling $7,180 at December 31, 2025.

 

Net loans increased $22,500, or 0.7%, since December 31, 2025. The increase at September 30, 2026 was mainly attributed to increases in Residential Real Estate, Commercial & Agriculture, Commercial Real Estate - Owner Occupied, and Lease Financing Receivables, partially offset by decreases in Commercial Real Estate - Non-Owner Occupied, Farm Real Estate, Consumer and Other, and Real Estate Construction loans. At September 30, 2026, the loan to deposit ratio was 94.7% compared to 94.3% at December 31, 2025.

 

During the first nine months of 2026, provisions and recoveries made to the allowances for credit losses and off-balance sheet credit exposures resulted in a net expense of $2,436 to the provision for credit losses, compared to net expense of $2,792 during the same period in 2025. The decrease in the provision expense for the first nine months of 2026 was mainly due to favorable changes in economic factors, partially offset by total loan balances increasing $22,877 for the nine months ended September 30, 2026.

Reserves on the Lease Financing Receivables portfolio increased slightly at September 30, 2026, primarily related to higher balance growth in 2026 as CLF has experienced higher origination for leases. Total delinquencies on Lease Financing Receivables decreased from December 31, 2025 to September 30, 2026. Lease Financing Receivables 30-59 days past due and 60-89 days past due combined decreased from $2,541 to $1,226, and the balance of 90 days or greater past due also decreased from $454 to $95. Nonaccrual Lease Financing Receivables decreased from $291 at December 31, 2025 to $21 at September 30, 2026.

 

Net charge-offs for the first nine months ended September 30, 2026 totaled $929, compared to net charge-offs of $2,212 for the same period of 2025. For the nine months ended September 30, 2026, the Company charged off a total of 33 loans and leases, consisting of 12 Commercial & Agriculture loans totaling $1,753, seven Lease Financing Receivables totaling $348, one Commercial Real Estate - Non-Owner Occupied loan totaling $484, nine Consumer and Other loans totaling $46 and four Residential Real Estate loans totaling $47. In addition, during the nine months ended September 30, 2026, the Company had recoveries on previously charged-off Commercial & Agriculture loans of $471, Commercial Real Estate - Owner Occupied loans of $9, Commercial Real Estate - Non-Owner Occupied

Page 46


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

loans of $961, Residential Real Estate loans of $68, Lease Financing Receivables of $227 and Consumer and Other loans of $13. For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent. Each of these factors was considered by management as part of the examination of both the level and mix of the allowance by credit type as well as the overall level of the allowance.

 

Management specifically evaluates loans that do not share common risk characteristics for estimates of loss. To evaluate the adequacy of the allowance for credit losses to cover probable losses in the loan portfolio, management considers specific reserve allocations for identified portfolio loans, reserves for delinquencies and historical reserve allocations. Loss migration rates are calculated over a three-year period for all portfolio segments. Management also considers certain economic factors for trends that management uses to account for the qualitative and environmental changes in risk, which affects the level of the reserve.

Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, as well as Residential Real Estate and Consumer loans and Lease Financing Receivables that are part of a larger relationship are individually evaluated on a quarterly basis, when they do not share similar risk characteristics with the collectively evaluated pools. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. The Company’s policy for recognizing interest income on individually evaluated loans does not differ from its overall policy for interest recognition. Loans held for sale are excluded from consideration as individually evaluated.

Loans are generally moved to nonaccrual status when 90 days or more past due or at an earlier date when full collection of principal and interest is in doubt. Total loans 90 days or more past due increased from $4,109 at December 31, 2025 to $15,060 at September 30, 2026; however, this increase can be attributed primarily to one Commercial Real Estate - Non-Owner Occupied loan with a balance of approximately $7,900 that was 30-59 days past due as of December 31, 2025 and became greater than 90 days past due by prior quarter, which is why total loans past due did not experience the same trend, decreasing slightly from December 31, 2025 to September 30, 2026. Further, this loan was already moved to nonaccrual as of December 31, 2025 and was individually evaluated for purpose of the December 31, 2025 allowance calculation, resulting in a specific reserve of $3,000. As of September 30, 2026, the loan remains on nonaccrual and continues to be individually evaluated with a $2,000 specific reserve. For this reason, nonaccrual loans did not move consistently with the increase in 90 days or more past due, decreasing slightly from $30,834 at December 31, 2025 to $27,555 at September 30, 2026, and the increase in 90 days or more past due did not result in an increase to our estimated allowance, because the related risk was already accounted for in both the December 31, 2025 and September 30, 2026 allowance for credit loss estimate. Loans, or portions thereof, are charged-off when deemed uncollectible. The allowance for credit losses as a percent of total loans was 1.29% and 1.28% as of September 30, 2026 and December 31, 2025, respectively.

 

Cash and due from financial institutions decreased by $9,610, from $77,320 at December 31, 2025 to $67,710 at September 30, 2026. The decrease is mainly due to a decrease in overnight investments at the Federal Reserve.

 

The available-for-sale securities portfolio decreased by $44,656, from $681,908 at December 31, 2025 to $637,252 at September 30, 2026. Management continually evaluates our securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, and the level of interest rate risk to which the Company is exposed. These evaluations may cause the Company to change the level of funds it deploys into investment securities and change the composition of its investment securities portfolio. As of September 30, 2026, the Company was in compliance with all pledging requirements.

 

Total deposits as of September 30, 2026 and December 31, 2025 were as follows:

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

$ Change

 

 

% Change

 

Noninterest-bearing demand

 

$

725,403

 

 

$

702,032

 

 

$

23,371

 

 

 

3.3

%

Interest-bearing demand

 

 

378,326

 

 

 

400,403

 

 

 

(22,077

)

 

 

(5.5

%)

Savings and money market

 

 

1,286,927

 

 

 

1,234,593

 

 

 

52,334

 

 

 

4.2

%

Time deposits

 

 

761,889

 

 

 

727,294

 

 

 

34,595

 

 

 

4.8

%

Brokered deposits

 

 

325,134

 

 

 

402,142

 

 

 

(77,008

)

 

 

(19.1

%)

Total Deposits

 

$

3,477,679

 

 

$

3,466,464

 

 

$

11,215

 

 

 

0.3

%

 

Page 47


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

The Company had approximately $701,816 and $647,472 of uninsured deposits as of September 30, 2026 and December 31, 2025, respectively. Uninsured deposit amounts are estimated based on the portions of customer account balances that exceed the FDIC insurance limit of $250.

 

Total deposits at September 30, 2026 increased $11,215 from December 31, 2025. Savings and money markets, time deposits, and noninterest-bearing deposits increased $52,334, $34,595 and $23,371, respectively, from December 31, 2025, while brokered deposits and interest-bearing demand deposits decreased $77,008 and $22,077, respectively, from December 31, 2025. The increase in savings and money markets was due to increases of $63,353 and $12,577 in business money market deposits and public fund money market accounts, respectively, partially offset by a decrease in consumer savings and money market deposits of $12,233. The increase in time deposits was mainly due to an increase in jumbo time deposits of $34,078. Brokered deposits decreased $77,008 as the Company continues its strategy to reduce brokered deposits and replace them with core deposits. The decrease in interest-bearing demand deposits was primarily due to decreases of $16,594 and $9,155 in retail interest-bearing demand deposits and interest-bearing public fund accounts, respectively, partially offset by an increase of $4,951 in business interest-bearing demand deposits. The increase in noninterest-bearing demand deposits was mainly due to an increase in public funds deposits. The year-to-date average balance of total deposits increased $255,439, compared to the average balance for the same period in 2025 due to increases of $115,509, $96,604, and $43,326 in the average balance of demand and savings deposits, time deposits and noninterest-bearing deposits, respectively.

 

Short-term FHLB advances decreased $52,500 from December 31, 2025 to September 30, 2026, due to liquidity generated from reductions in our securities portfolio and with operating cash flows, which were used to repay short-term FHLB advances.

 

Shareholders’ equity at September 30, 2026 was $552,741, or 12.8% of total assets, compared to $543,474, or 12.5% of total assets, at December 31, 2025. The increase was a result of net income of $45,323, mostly offset by an increase in accumulated other comprehensive loss of $23,633 resulting from the change in the unrealized loss on available-for-sale securities and derivatives, $11,216 in dividends paid to common shareholders, and $2,535 in share repurchases.

 

Total outstanding common shares at September 30, 2026 were 20,712,013, which decreased slightly from 20,746,474 common shares outstanding at December 31, 2025. Common shares outstanding decreased resulting from the Company repurchasing 82,075 common shares under its existing share repurchase program and 14,654 common shares surrendered by officers to the Company to pay taxes upon vesting of restricted shares, mostly offset by the grant of 10,890 common shares to Civista directors as payment for their service on the Civista Board of Directors and 51,378 restricted common shares to certain officers under the Company’s 2024 Incentive Plan.

Results of Operations

Three Months Ended September 30, 2026 and 2025

The Company had net income of $16,019 for the three months ended September 30, 2026, an increase of $3,259 from net income of $12,760 for the same period of 2025. Basic and diluted earnings per common share were $0.77 for the quarter ended September 30, 2026, compared to $0.68 for the same period of 2025. In the third quarter of 2025, net income was decreased by $554 from acquisition-related expenses related to the acquisition of FSB that closed in the fourth quarter of 2025. The primary reasons for the changes in net income are explained below.

Net interest income for the three months ended September 30, 2026 was $39,430, an increase of $4,885 from $34,545 for the same period of 2025. The quarterly increase was a result of an increase of $2,583 in total interest and dividend income, coupled with a $2,302 decrease in total interest expense. Total interest-earning assets averaged $3,993,704 during the three months ended September 30, 2026, an increase of $164,220 from $3,829,484 for the same period of 2025. The Company’s total average interest-bearing liabilities increased from $2,957,458 during the three months ended September 30, 2025 to $2,973,690 during the three months ended September 30, 2026. The Company’s fully tax equivalent net interest margin for the three months ended September 30, 2026 and 2025 was 3.93% and 3.58%, respectively.

Total interest and dividend income was $57,823 for the three months ended September 30, 2026, an increase of $2,583 from $55,240 for the same period of 2025. The increase in interest and dividend income is mainly attributable to an increase of $2,667 in interest and fees on loans. The average balance of loans increased by $145,983, or 4.7%, to $3,274,016 for the three months ended September 30, 2026, as compared to $3,128,033 for the same period of 2025. The yield on loans increased 5 basis points to 6.23% for the three months ended September 30, 2026, compared to 6.18% for the same period of 2025, mainly resulting from the yield on new and repricing loans and changes in portfolio mix.

Page 48


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

 

Total interest expense decreased $2,302, or 11.1%, to $18,393 for the three months ended September 30, 2026, compared to $20,695 for the same period of 2025. For the three months ended September 30, 2026, the average balance of interest-bearing liabilities increased $16,232 to $2,973,690, as compared to $2,957,458 for the same period of 2025. Interest incurred on deposits decreased by $458 to $15,889 for the three months ended September 30, 2026, compared to $16,347 for the same period of 2025. The average balance of interest-bearing deposits increased by $164,343 to $2,738,496 for the three months ended September 30, 2026, as compared to the same period in 2025, which was almost fully offset by the decrease in the rate paid on interest-bearing deposits from 2.52% for the third quarter of 2025 to 2.30% for the third quarter of 2026. The decrease in rates was mainly driven by time deposits related to paying lower rates on retail deposits in the third quarter of 2026 compared to the same period of 2025, resulting from a lower year-over-year interest-rate environment and continued optimization of Civista's funding mix. Interest expense incurred on short-term FHLB advances decreased $1,746 for the three months ended September 30, 2026, mainly due to the average balance of short-term FHLB advances decreasing by $145,485 to $127,500 for the three months ended September 30, 2026, as compared to the same period in 2025.

 

The following table presents the condensed average balance sheets for the three months ended September 30, 2026 and 2025. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using

Page 49


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

a 21% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

 

 

 

Three Months Ended September 30,

 

 

 

2026

 

 

2025

 

Assets:

 

Average
balance

 

 

Interest

 

 

Yield/
rate*

 

 

Average
balance

 

 

Interest

 

 

Yield/
rate*

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees**

 

$

3,274,016

 

 

$

51,385

 

 

 

6.23

%

 

$

3,128,033

 

 

$

48,718

 

 

 

6.18

%

Taxable securities

 

 

416,958

 

 

 

3,870

 

 

 

3.43

%

 

 

402,216

 

 

 

3,922

 

 

 

3.57

%

Tax-exempt securities

 

 

270,638

 

 

 

2,255

 

 

 

3.87

%

 

 

274,722

 

 

 

2,324

 

 

 

3.84

%

Interest-bearing deposits in other banks

 

 

32,092

 

 

 

313

 

 

 

3.87

%

 

 

24,513

 

 

 

276

 

 

 

4.47

%

Total interest-earning assets

 

$

3,993,704

 

 

$

57,823

 

 

 

5.73

%

 

$

3,829,484

 

 

$

55,240

 

 

 

5.69

%

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

 

36,456

 

 

 

 

 

 

 

 

 

34,261

 

 

 

 

 

 

 

Premises and equipment, net

 

 

37,331

 

 

 

 

 

 

 

 

 

42,638

 

 

 

 

 

 

 

Accrued interest receivable

 

 

14,450

 

 

 

 

 

 

 

 

 

14,230

 

 

 

 

 

 

 

Intangible assets

 

 

141,643

 

 

 

 

 

 

 

 

 

132,503

 

 

 

 

 

 

 

Bank owned life insurance

 

 

64,085

 

 

 

 

 

 

 

 

 

63,289

 

 

 

 

 

 

 

Other assets

 

 

55,085

 

 

 

 

 

 

 

 

 

59,667

 

 

 

 

 

 

 

Less allowance for loan losses

 

 

(41,959

)

 

 

 

 

 

 

 

 

(40,380

)

 

 

 

 

 

 

Total Assets

 

$

4,300,795

 

 

 

 

 

 

 

 

$

4,135,692

 

 

 

 

 

 

 

Liabilities and Shareholders Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

1,665,740

 

 

$

6,035

 

 

 

1.44

%

 

$

1,536,897

 

 

$

5,856

 

 

 

1.51

%

Time

 

 

1,072,756

 

 

 

9,854

 

 

 

3.64

%

 

 

1,037,256

 

 

 

10,491

 

 

 

4.01

%

Short-term FHLB advances

 

 

127,500

 

 

 

1,320

 

 

 

4.11

%

 

 

272,985

 

 

 

3,063

 

 

 

4.45

%

Long-term FHLB advances

 

 

498

 

 

 

4

 

 

 

2.81

%

 

 

1,011

 

 

 

7

 

 

 

2.59

%

Other borrowings

 

 

2,859

 

 

 

58

 

 

 

8.02

%

 

 

5,123

 

 

 

108

 

 

 

8.39

%

Subordinated debentures

 

 

104,337

 

 

 

1,122

 

 

 

4.27

%

 

 

104,186

 

 

 

1,170

 

 

 

4.46

%

Total interest-bearing liabilities

 

$

2,973,690

 

 

$

18,393

 

 

 

2.45

%

 

$

2,957,458

 

 

$

20,695

 

 

 

2.78

%

Noninterest-bearing deposits

 

 

719,232

 

 

 

 

 

 

 

 

 

662,872

 

 

 

 

 

 

 

Other liabilities

 

 

41,020

 

 

 

 

 

 

 

 

 

42,369

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

566,853

 

 

 

 

 

 

 

 

 

472,993

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

4,300,795

 

 

 

 

 

 

 

 

$

4,135,692

 

 

 

 

 

 

 

Net interest income and interest rate spread(1)

 

 

 

 

$

39,430

 

 

 

3.28

%

 

 

 

 

$

34,545

 

 

 

2.91

%

Net interest margin(2)

 

 

 

 

 

 

 

 

3.93

%

 

 

 

 

 

 

 

 

3.58

%

(1) Net interest income and interest rate spread represents the difference between the yield on average interest-earning assets and the cost of interest-bearing liabilities.

(2) Net interest margin represents net interest income divided by average interest-earning assets.

*Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and investments, included in the yields above, was $599 and $618 for the three months ended September 30, 2026 and 2025, respectively.

**Average balance includes nonaccrual loans.

 

 

Page 50


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the three months ended September 30, 2026 and 2025.

 

 

 

Increase (decrease) due to:

 

 

 

Volume (1)

 

 

Rate (1)

 

 

Net

 

 

 

(Dollars in thousands)

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

2,289

 

 

$

378

 

 

$

2,667

 

Taxable securities

 

 

103

 

 

 

(155

)

 

 

(52

)

Tax-exempt securities

 

 

(89

)

 

 

20

 

 

 

(69

)

Interest-bearing deposits in other banks

 

 

77

 

 

 

(40

)

 

 

37

 

Total interest income

 

$

2,380

 

 

$

203

 

 

$

2,583

 

Interest expense:

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

476

 

 

$

(297

)

 

$

179

 

Time

 

 

350

 

 

 

(987

)

 

 

(637

)

Short-term FHLB advances

 

 

(1,522

)

 

 

(220

)

 

 

(1,742

)

Long-term FHLB advances

 

 

(4

)

 

 

1

 

 

 

(3

)

Other borrowings

 

 

(46

)

 

 

(4

)

 

 

(50

)

Subordinated debentures

 

 

2

 

 

 

(51

)

 

 

(49

)

Total interest expense

 

$

(744

)

 

$

(1,558

)

 

$

(2,302

)

Net interest income

 

$

3,124

 

 

$

1,761

 

 

$

4,885

 

(1) The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

 

The Company provides for credit losses through regular provisions to the allowance for credit losses. During the three months ended September 30, 2026, the Company recorded a provision for credit losses for loans and off-balance sheet credit exposures of $1,295, an increase of $1,095, from an expense of $200 for the three months ended September 30, 2025.

Noninterest income for the three month periods ended September 30, 2026 and 2025 was as follows:

 

 

 

Three Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Service charges

 

$

1,835

 

 

$

1,667

 

 

$

168

 

 

 

10.1

%

Net loss on sale of debt securities

 

 

(1,571

)

 

 

—

 

 

 

(1,571

)

 

 

(100.0

%)

Net gain on equity securities

 

 

99

 

 

 

255

 

 

 

(156

)

 

 

(61.2

%)

Mortgage banking

 

 

1,085

 

 

 

1,018

 

 

 

67

 

 

 

6.6

%

ATM/Interchange fees

 

 

1,553

 

 

 

1,435

 

 

 

118

 

 

 

8.2

%

Wealth management fees

 

 

1,458

 

 

 

1,402

 

 

 

56

 

 

 

4.0

%

Leasing and commercial finance revenue

 

 

2,572

 

 

 

2,707

 

 

 

(135

)

 

 

(5.0

%)

Bank owned life insurance

 

 

413

 

 

 

666

 

 

 

(253

)

 

 

(38.0

%)

Swap fees

 

 

—

 

 

 

—

 

 

 

—

 

 

 

0.0

%

Other

 

 

2,207

 

 

 

483

 

 

 

1,724

 

 

 

356.9

%

Total noninterest income

 

$

9,651

 

 

$

9,633

 

 

$

18

 

 

 

0.2

%

 

Beginning in the third quarter of 2026, the Company revised the presentation of certain components of noninterest income to better reflect the nature of its mortgage banking and leasing activities. Mortgage-related income is now presented within “Mortgage banking,” while lease-related income is presented within “Leasing and commercial finance revenue.” All amounts previously presented within “Net gain (loss) on sale of loans and leases” have been reclassified to these respective categories. Mortgage banking income includes loan servicing fee income, mortgage servicing rights amortization, the gain or loss on mortgage banking derivatives, and the gain or loss on sale of mortgage loans. Leasing and commercial finance revenue includes revenue associated with sales-type, direct financing, and operating lease activity, as well as gain or loss on the sale of commercial loans and leases. Prior-period amounts have been reclassified to conform to the current-period presentation. These reclassifications had no effect on total noninterest income or net income.

Page 51


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

 

Total noninterest income for the three months ended September 30, 2026 was $9,651, an increase of $18, or 0.2%, from $9,633 for the same period of 2025. Service charges increased $168 for the three months ended September 30, 2026, compared to the same period of 2025, primarily from higher business service charges and retail overdrafts. Net loss on sale of debt securities was $1,571 for the three months ended September 30, 2026, compared to $0 for the same period in 2025, resulting from the sale of three lower-yielding debt securities as part of a balance-sheet repositioning strategy. The proceeds were reinvested in higher-yielding securities, which management expects to support future net interest income. Other income increased $1,724 for the three months ended September 30, 2026, compared to the same period of 2025, resulting from receiving $1,771 in net insurance proceeds in the third quarter of 2026 related to the Stateline Branch fire that occurred in December 2025.

 

Noninterest expense for the three month periods ended September 30, 2026 and 2025 was as follows:

 

 

 

Three Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Compensation expense

 

$

15,484

 

 

$

15,161

 

 

$

323

 

 

 

2.1

%

Net occupancy expense

 

 

1,589

 

 

 

1,466

 

 

 

123

 

 

 

8.4

%

Contracted data processing

 

 

611

 

 

 

559

 

 

 

52

 

 

 

9.3

%

FDIC Assessment

 

 

365

 

 

 

627

 

 

 

(262

)

 

 

(41.8

%)

State franchise tax

 

 

629

 

 

 

536

 

 

 

93

 

 

 

17.4

%

Professional services

 

 

1,244

 

 

 

1,225

 

 

 

19

 

 

 

1.6

%

Equipment expense

 

 

1,560

 

 

 

2,205

 

 

 

(645

)

 

 

(29.3

%)

ATM/Interchange expense

 

 

786

 

 

 

755

 

 

 

31

 

 

 

4.1

%

Marketing

 

 

543

 

 

 

391

 

 

 

152

 

 

 

38.9

%

Amortization of core deposit intangibles

 

 

675

 

 

 

318

 

 

 

357

 

 

 

112.3

%

Software maintenance expense

 

 

1,465

 

 

 

1,480

 

 

 

(15

)

 

 

(1.0

%)

Other

 

 

3,027

 

 

$

3,604

 

 

 

(577

)

 

 

(16.0

%)

Total noninterest expense

 

$

27,978

 

 

$

28,327

 

 

$

(349

)

 

 

(1.2

%)

 

Total noninterest expense for the three months ended September 30, 2026 was $27,978, a decrease of $349 or 1.2%, from $28,327 for the same period of 2025. Noninterest expenses were increased by $664 in the third quarter of 2025 from pre-tax acquisition-related expenses related to the acquisition of FSB. The decrease in total noninterest expense was primarily due to decreases in equipment expense, FDIC assessment, and other expense, mostly offset by increases in amortization of core deposit intangibles and compensation expense. The decrease in equipment expense is mostly due to $737 in depreciation expense recorded in the third quarter of 2025 on assets that had a net book value but are no longer in use. The decrease in FDIC assessment is mainly due to an improvement in Civista's risk-based assessment rate, reflecting favorable trends in regulatory ratios and supervisory metrics used in the FDIC's pricing methodology. The decrease in other expense is mainly related to the non-recurring adjustment mentioned above in the third quarter of 2025. The increase in amortization of core deposit intangibles is related to the FSB merger. The increase in compensation expense was primarily due to increases in salaries and medical expenses associated with operating with higher average full-time equivalent (FTE) employees year-over-year. The average number of FTEs for the three months ended September 30, 2026 was 555, compared to 524 for the same period of 2025.

Income tax expense for the three months ended September 30, 2026 totaled $3,789, up $898 compared to the same period of 2025. The effective tax rates for the three month periods ended September 30, 2026 and 2025 were 19.1% and 18.5%, respectively. The increase in the effective tax rate for the three month period ended September 30, 2026, was primarily due to an increase in the forecasted pre-tax income outpacing the permanent differences for 2026, thus, creating more taxable income at the statutory tax rate of 21% and increasing the Company's effective tax rate. The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low-income housing tax credits, tax-deductible captive insurance premiums and bank owned life insurance income.

Nine Months Ended September 30, 2026 and 2025

The Company had net income of $45,323 for the nine months ended September 30, 2026, an increase of $11,380 from $33,943 for the same period of 2025. Basic and diluted earnings per common share were $2.18 for the nine months ended September 30, 2026, compared

Page 52


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

to $2.04 for the same period of 2025. For the nine months ended September 30, 2026, net income was reduced by $358 from non-recurring adjustments related to acquisition-related expenses associated with the FSB merger. For the nine months ended September 30, 2025, net income was increased by $203 from non-recurring adjustments resulting from the CLF core system conversion, mostly offset by the acquisition-related expenses of FSB. The primary reasons for the changes in net income are explained below.

Net interest income for the nine months ended September 30, 2026 was $115,846, an increase of $13,714 from $102,132 for the same period of 2025. For the nine months ended September 30, 2025, net interest income was increased by $1,621 resulting from the non-recurring adjustments from the CLF core system conversion. The year-to-date increase was a result of an increase of $4,935 in total interest and dividend income, coupled with an $8,779 decrease in total interest expense. Total interest-earning assets averaged $3,996,566 during the nine months ended September 30, 2026, an increase of $172,277 from $3,824,289 for the same period of 2025. The Company’s total average interest-bearing liabilities decreased from $3,007,668 during the nine months ended September 30, 2025 to $2,998,112 during the nine months ended September 30, 2026. The Company’s fully tax equivalent net interest margin for the nine months ended September 30, 2026 and 2025 was 3.89% and 3.58%, respectively.

Total interest and dividend income was $170,179 for the nine months ended September 30, 2026, an increase of $4,935 from $165,244 for the same period of 2025. The increase in interest and dividend income is mainly attributable to increases of $4,166, $504, and $431 in interest and fees on loans, taxable securities and deposits in other banks, respectively, slightly offset by a decrease in tax-exempt securities of $166. The average balance of loans increased by $135,559, or 4.3%, to $3,256,851 for the nine months ended September 30, 2026, as compared to $3,121,292 for the same period of 2025.

 

Interest on taxable securities increased $504 to $11,732 for the nine months ended September 30, 2026, compared to $11,228 for the same period of 2025. The average balance of taxable securities increased $21,399 to $422,490 for the nine months ended September 30, 2026, as compared to $401,091 for the same period of 2025. The yield on taxable securities increased 5-basis points to 3.48% for the nine months ended September 30, 2026, compared to 3.43% for the same period of 2025, primarily reflecting the reinvestment of cash flows from the securities portfolio at generally higher market yields. Interest on deposits in other banks increased $431 to $1,109 for the nine months ended September 30, 2026, compared to $678 for the same period of 2025. The average balance of interest-bearing deposits in other banks increased $17,018 to $39,256 for the nine months ended September 30, 2026, compared to $22,238 for the same period of 2025. The yield on interest-bearing deposits in other banks decreased 32 basis points to 3.75% for the nine months ended September 30, 2026, compared to 4.07% for the same period of 2025, mainly from lower short-term market interest rates during the respective periods.

 

Total interest expense decreased $8,779, or 13.9%, to $54,333 for the nine months ended September 30, 2026, compared to $63,112 for the same period of 2025. For the nine months ended September 30, 2026, the average balance of interest-bearing liabilities decreased $9,556 to $2,998,112, as compared to $3,007,668 for the same period of 2025. Interest incurred on deposits decreased $385 to $47,236 for the nine months ended September 30, 2026, compared to $47,621 for the same period in 2025. The average balance of interest-bearing deposits increased by $212,113 to $2,761,870 for the nine months ended September 30, 2026, as compared to the same period in 2025, which was fully offset by the decrease in the rate paid on interest-bearing deposits from 2.50% for the nine months ended September 30, 2025 to 2.29% for the nine months ended September 30, 2026. The decrease in rates was mainly driven by paying lower rates on time deposits due to the repricing of maturing time deposits at lower rates consistent with the short-term interest rate environment in the first nine months of 2026 compared to the same period of 2025. Interest expense incurred on short-term FHLB advances decreased mainly due to the average balance of short-term FHLB advances decreasing by $218,822 to $127,915 for the nine months ended September 30, 2026, as compared to the same period in 2025. The decrease in the average balance of short-term FHLB advances is the result of increased deposit funding reducing the need for higher-cost wholesale funding.

 

The following table presents the condensed average balance sheets for the nine months ended September 30, 2026 and 2025. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using

Page 53


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

a 21% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

 

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

Assets:

 

Average
balance

 

 

Interest

 

 

Yield/
rate*

 

 

Average
balance

 

 

Interest

 

 

Yield/
rate*

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees**

 

$

3,256,851

 

 

$

150,502

 

 

 

6.18

%

 

 

3,121,292

 

 

 

146,336

 

 

 

6.27

%

Taxable securities

 

 

422,490

 

 

 

11,732

 

 

 

3.48

%

 

 

401,091

 

 

 

11,228

 

 

 

3.43

%

Tax-exempt securities

 

 

277,969

 

 

 

6,836

 

 

 

3.91

%

 

 

279,668

 

 

 

7,002

 

 

 

3.88

%

Interest-bearing deposits in other banks

 

 

39,256

 

 

 

1,109

 

 

 

3.75

%

 

 

22,238

 

 

 

678

 

 

 

4.07

%

Total interest-earning assets

 

$

3,996,566

 

 

$

170,179

 

 

 

5.69

%

 

$

3,824,289

 

 

$

165,244

 

 

 

5.75

%

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

 

36,819

 

 

 

 

 

 

 

 

 

39,232

 

 

 

 

 

 

 

Premises and equipment, net

 

 

38,523

 

 

 

 

 

 

 

 

 

44,563

 

 

 

 

 

 

 

Accrued interest receivable

 

 

14,305

 

 

 

 

 

 

 

 

 

13,908

 

 

 

 

 

 

 

Intangible assets

 

 

142,455

 

 

 

 

 

 

 

 

 

132,883

 

 

 

 

 

 

 

Bank owned life insurance

 

 

63,687

 

 

 

 

 

 

 

 

 

63,171

 

 

 

 

 

 

 

Other assets

 

 

53,175

 

 

 

 

 

 

 

 

 

59,410

 

 

 

 

 

 

 

Less allowance for loan losses

 

 

(41,453

)

 

 

 

 

 

 

 

 

(40,295

)

 

 

 

 

 

 

Total Assets

 

$

4,304,077

 

 

 

 

 

 

 

 

$

4,137,161

 

 

 

 

 

 

 

Liabilities and Shareholders Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

1,670,478

 

 

$

17,463

 

 

 

1.40

%

 

$

1,554,969

 

 

$

17,216

 

 

 

1.48

%

Time

 

 

1,091,392

 

 

 

29,773

 

 

 

3.65

%

 

 

994,788

 

 

 

30,405

 

 

 

4.09

%

Short-term FHLB advance

 

 

127,915

 

 

 

3,507

 

 

 

3.66

%

 

 

346,737

 

 

 

11,595

 

 

 

4.47

%

Long-term FHLB advance

 

 

640

 

 

 

13

 

 

 

2.79

%

 

 

1,225

 

 

 

24

 

 

 

2.57

%

Other borrowings

 

 

3,394

 

 

 

227

 

 

 

8.95

%

 

 

5,804

 

 

 

376

 

 

 

8.67

%

Subordinated debentures

 

 

104,293

 

 

 

3,350

 

 

 

4.30

%

 

 

104,145

 

 

 

3,496

 

 

 

4.47

%

Total interest-bearing liabilities

 

$

2,998,112

 

 

$

54,333

 

 

 

2.42

%

 

$

3,007,668

 

 

$

63,112

 

 

 

2.81

%

Noninterest-bearing deposits

 

 

705,988

 

 

 

 

 

 

 

 

 

662,662

 

 

 

 

 

 

 

Other liabilities

 

 

39,299

 

 

 

 

 

 

 

 

 

42,910

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

560,678

 

 

 

 

 

 

 

 

 

423,921

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

4,304,077

 

 

 

 

 

 

 

 

$

4,137,161

 

 

 

 

 

 

 

Net interest income and interest rate spread(1)

 

 

 

 

$

115,846

 

 

 

3.27

%

 

 

 

 

$

102,132

 

 

 

2.94

%

Net interest margin(2)

 

 

 

 

 

 

 

 

3.89

%

 

 

 

 

 

 

 

 

3.58

%

(1) Net interest income and interest rate spread represents the difference between the yield on average interest-earning assets and the cost of interest-bearing liabilities.

(2) Net interest margin represents net interest income divided by average interest-earning assets.

*Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and investments, included in the yields above, was $1.8 million and $1.9 million for the nine month periods ended September 30, 2026 and 2025, respectively.

**Average balance includes nonaccrual loans.

 

Page 54


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the nine months ended September 30, 2026 and 2025. The table is presented on a fully tax-equivalent basis.

 

 

 

Increase (decrease) due to:

 

 

 

Volume (1)

 

 

Rate (1)

 

 

Net

 

 

 

(Dollars in thousands)

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

6,287

 

 

$

(2,121

)

 

$

4,166

 

Taxable securities

 

 

360

 

 

 

144

 

 

 

504

 

Tax-exempt securities

 

 

(218

)

 

 

52

 

 

 

(166

)

Interest-bearing deposits in other banks

 

 

488

 

 

 

(57

)

 

 

431

 

Total interest income

 

$

6,917

 

 

$

(1,982

)

 

$

4,935

 

Interest expense:

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

1,238

 

 

$

(991

)

 

$

247

 

Time

 

 

2,802

 

 

 

(3,434

)

 

 

(632

)

Short-term FHLB advance

 

 

(6,293

)

 

 

(1,796

)

 

 

(8,089

)

Long-term FHLB advance

 

 

(12

)

 

 

1

 

 

 

(11

)

Other borrowings

 

 

(161

)

 

 

12

 

 

 

(149

)

Subordinated debentures

 

 

5

 

 

 

(150

)

 

 

(145

)

Total interest expense

 

$

(2,421

)

 

$

(6,358

)

 

$

(8,779

)

Net interest income

 

$

9,338

 

 

$

4,376

 

 

$

13,714

 

(1) The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

 

The Company provides for credit losses through regular provisions to the allowance for credit losses. During the nine months ended September 30, 2026, the Company recorded a provision for credit losses of $2,436, a decrease of $356, from $2,792 during the nine months ended September 30, 2025.

Noninterest income for the nine months ended September 30, 2026 and 2025 was as follows:

 

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Service charges

 

$

5,438

 

 

$

4,756

 

 

$

682

 

 

 

14.3

%

Net loss on sale of debt securities

 

 

(1,571

)

 

 

—

 

 

 

(1,571

)

 

 

(100.0

%)

Net gain on equity securities

 

 

272

 

 

 

152

 

 

 

120

 

 

 

78.9

%

Mortgage banking

 

 

3,040

 

 

 

2,261

 

 

 

779

 

 

 

34.5

%

ATM/Interchange fees

 

 

4,494

 

 

 

4,179

 

 

 

315

 

 

 

7.5

%

Wealth management fees

 

 

4,350

 

 

 

4,067

 

 

 

283

 

 

 

7.0

%

Leasing and commercial finance revenue

 

 

7,274

 

 

 

5,984

 

 

 

1,290

 

 

 

21.6

%

Bank owned life insurance

 

 

1,202

 

 

 

1,438

 

 

 

(236

)

 

 

(16.4

%)

Swap fees

 

 

59

 

 

 

125

 

 

 

(66

)

 

 

(52.8

%)

Other

 

 

3,531

 

 

 

1,120

 

 

 

2,411

 

 

 

215.3

%

Total noninterest income

 

$

28,089

 

 

$

24,082

 

 

$

4,007

 

 

 

16.6

%

 

Total noninterest income for the nine months ended September 30, 2026 was $28,089, an increase of $4,007, or 16.6%, from $24,082 for the same period of 2025. Noninterest income was reduced by $1,044 for the nine months ended September 30, 2025, from non-recurring adjustments resulting from the CLF core system conversion. Service charges increased $682 for the nine months ended September 30, 2026, compared to the same period of 2025, primarily from higher business service charges and retail overdraft fees. Net loss on sale of debt securities was $1,571 for the nine months ended September 30, 2026 as part of a balance sheet repositioning strategy. Mortgage banking income increased $779 for the nine months ended September 30, 2026, compared to the same period in 2025, reflecting improved secondary market execution and disciplined pricing strategies. During the third quarter of 2026, the Company began utilizing mandatory-delivery commitments as part of its secondary-market execution strategy. Leasing and commercial finance revenue

Page 55


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

increased $1,290 for the nine months ended September 30, 2026, compared to the same period of 2025, mainly due to higher lease origination activity in 2026, partially offset by the non-recurring adjustment noted above.

The components of noninterest expense for the nine month periods ended September 30, 2026 and 2025 are as follows:

 

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Compensation expense

 

$

47,450

 

 

$

44,216

 

 

$

3,234

 

 

 

7.3

%

Net occupancy expense

 

 

4,795

 

 

 

4,519

 

 

 

276

 

 

 

6.1

%

Contracted data processing

 

 

1,923

 

 

 

1,662

 

 

 

261

 

 

 

15.7

%

FDIC Assessment

 

 

1,208

 

 

 

2,189

 

 

 

(981

)

 

 

(44.8

%)

State franchise tax

 

 

1,782

 

 

 

1,696

 

 

 

86

 

 

 

5.1

%

Professional services

 

 

4,050

 

 

 

5,113

 

 

 

(1,063

)

 

 

(20.8

%)

Equipment expense

 

 

5,369

 

 

 

6,072

 

 

 

(703

)

 

 

(11.6

%)

ATM/Interchange expense

 

 

2,261

 

 

 

2,018

 

 

 

243

 

 

 

12.0

%

Marketing

 

 

1,563

 

 

 

976

 

 

 

587

 

 

 

60.1

%

Amortization of core deposit intangibles

 

 

2,067

 

 

 

988

 

 

 

1,079

 

 

 

109.2

%

Software maintenance expense

 

 

4,175

 

 

 

4,051

 

 

 

124

 

 

 

3.1

%

Other

 

 

9,861

 

 

 

9,435

 

 

 

426

 

 

 

4.5

%

Total noninterest expense

 

$

86,504

 

 

$

82,935

 

 

$

3,569

 

 

 

4.3

%

 

Total noninterest expense for the nine months ended September 30, 2026 was $86,504, an increase of $3,569, or 4.3%, from $82,935 compared to the same period of 2025. Noninterest expenses were reduced by $311 for the nine months ended September 30, 2025 from non-recurring adjustments resulting from the CLF core system conversion. The increase in total noninterest expense was primarily due to increases in compensation, marketing, amortization of core deposit intangibles, software maintenance, and other expenses, partially offset by decreases in FDIC assessment, equipment expense and professional fees. The increase in compensation expense was primarily due to increases in salaries, commissions, and medical expenses resulting from operating with higher average full-time equivalent (FTE) employees year-over-year. The average number of FTEs for the nine months ended September 30, 2026 was 550, compared to 523 for the same period of 2025. The increase in marketing expenses is related to an increase in digital marketing campaigns. The increase in amortization of core deposit intangibles is related to the FSB merger. The increase in software maintenance expense is primarily related to year-over-year maintenance increases as well as having more users increasing licensing costs. The increase in other expense is mainly related to the non-recurring adjustments related to the FSB merger for the nine months ended September 30, 2026 and the non-recurring adjustment mentioned above related to the CLF core system conversion for the nine months ended September 30, 2025. The decrease in FDIC assessment is mainly due to an improvement in Civista's risk-based assessment rate, reflecting favorable trends in regulatory ratios and supervisory metrics used in the FDIC's pricing methodology. The decrease in professional fees is primarily due to lower consulting expenses related to CLF's core system conversion. The decrease in equipment expense is mostly due to $737 in depreciation expense recorded in the third quarter of 2025 on assets that had a net book value but are no longer in use.

Income tax expense for the nine months ended September 30, 2026 totaled $9,672, up $3,128 compared to the same period of 2025. The effective tax rates for the nine month periods ended September 30, 2026 and 2025 were 17.6% and 16.2%, respectively.

Capital Resources

All of the Company’s capital ratios exceeded the regulatory minimum guidelines as of September 30, 2026 and December 31, 2025 as identified in the following table:

 

 

 

Total Risk
Based
Capital

 

 

Tier I Risk
Based
Capital

 

 

CET1 Risk
Based
Capital

 

 

Leverage
Ratio

 

Company Ratios—September 30, 2026

 

 

19.1

%

 

 

15.6

%

 

 

14.7

%

 

 

12.1

%

Company Ratios—December 31, 2025

 

 

18.0

%

 

 

14.5

%

 

 

13.6

%

 

 

11.3

%

For Capital Adequacy Purposes

 

 

8.0

%

 

 

6.0

%

 

 

4.5

%

 

 

4.0

%

 

Page 56


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Liquidity

The Company maintains a conservative liquidity position. All securities, with the exception of equity securities, are classified as available-for-sale. Securities, with maturities of one year or less, totaled $8,996, or 1.4% of the total securities portfolio, at September 30, 2026. The available-for-sale securities portfolio helps to provide the Company with the ability to meet its funding needs.

As reported in the Condensed Consolidated Statements of Cash Flows (Unaudited), our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $56,870 and $33,661 for the nine months ended September 30, 2026 and 2025, respectively. The primary additions to cash from operating activities are from proceeds from the sale of loans. The primary use of cash from operating activities is from loans originated for sale. Net cash used by investing activities was $9,605 and $10,457 for the nine months ended September 30, 2026 and 2025, respectively, principally reflecting our loan and investment security activities. Net cash used by financing activities was $56,875 and $23,593 for the nine months ended September 30, 2026 and 2025, respectively. The primary changes in financing activities were the decrease in short-term FHLB advances, payment of common dividends, and change in deposits.

Future loan demand of Civista may be funded by increases in deposit accounts, proceeds from payments on existing loans, the maturity of securities, and the sale of securities classified as available-for-sale. Additional sources of funds may also come from borrowing in the Federal Funds market and/or borrowing from the FHLB. Through its correspondent banks, Civista maintains federal funds borrowing lines totaling $50,000. As of September 30, 2026, Civista had total credit availability with the FHLB of $1,115,297 with standby letters of credit totaling $80,300 and a remaining borrowing capacity of approximately $912,031. In addition, CBI maintains a credit line with a third party lender totaling $10,000. No borrowings were outstanding by CBI under this credit line as of September 30, 2026.

 

Page 57


Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary market risk exposure is interest-rate risk and, to a lesser extent, liquidity risk. All of the Company’s transactions are denominated in U.S. dollars with no specific foreign exchange exposure.

Interest-rate risk is the exposure of a banking organization’s financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value. However, excessive levels of interest-rate risk can pose a significant threat to the Company’s earnings and capital base. Accordingly, effective risk management that maintains interest-rate risk at prudent levels is essential to the Company’s safety and soundness.

Evaluating a financial institution’s exposure to changes in interest rates includes assessing both the adequacy of the management process used to control interest-rate risk and the organization’s quantitative level of exposure. When assessing the interest-rate risk management process, the Company seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest-rate risk at prudent levels with consistency and continuity. Evaluating the quantitative level of interest rate risk exposure requires the Company to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity and, where appropriate, asset quality.

The Federal Reserve Board, together with the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, issue policy statements and guidance on sound practices for managing interest-rate risk, which form the basis for ongoing evaluation of the adequacy of interest-rate risk management at supervised institutions. The guidance also outlines fundamental elements of sound management and discusses the importance of these elements in the context of managing interest-rate risk. The guidance emphasizes the need for active board of director and senior management oversight and a comprehensive risk-management process that effectively identifies, measures, and controls interest-rate risk.

Financial institutions derive their income primarily from the excess of interest collected over interest paid. The rates of interest an institution earns on its assets and owes on its liabilities generally are established contractually for a period of time. Since market interest rates change over time, an institution is exposed to lower profit margins (or losses) if it cannot adapt to interest-rate changes. For example, assume that an institution’s assets carry intermediate- or long-term fixed rates and that those assets were funded with short-term liabilities. If market interest rates rise by the time the short-term liabilities must be refinanced, the increase in the institution’s interest expense on its liabilities may not be sufficiently offset if assets continue to earn at the long-term fixed rates. Accordingly, an institution’s profits could decrease on existing assets because the institution will have either lower net interest income or, possibly, net interest expense. Similar risks exist when assets are subject to contractual interest-rate ceilings, or rate sensitive assets are funded by longer-term, fixed-rate liabilities in a decreasing-rate environment.

Several techniques may be used by an institution to minimize interest-rate risk. One approach used by the Company is to periodically analyze its assets and liabilities and make future financing and investment decisions based on payment streams, interest rates, contractual maturities, and estimated sensitivity to actual or potential changes in market interest rates. Such activities fall under the broad definition of asset/liability management. The Company’s primary asset/liability management technique is the measurement of the Company’s asset/liability gap, that is, the difference between the cash flow amounts of interest sensitive assets and liabilities that will be refinanced (or repriced) during a given period. For example, if the asset amount to be repriced exceeds the corresponding liability amount for a certain day, month, year, or longer period, the institution is in an asset sensitive gap position. In this situation, net interest income would increase if market interest rates rose or decrease if market interest rates fell. If, alternatively, more liabilities than assets will reprice, the institution is in a liability sensitive position. Accordingly, net interest income would decrease when rates rose and increase when rates fell. Also, these examples assume that interest rate changes for assets and liabilities are of the same magnitude, whereas actual interest rate changes generally differ in magnitude for assets and liabilities.

Page 58


Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

 

Several ways an institution can manage interest-rate risk include selling existing assets or repaying certain liabilities; matching repricing periods for new assets and liabilities, for example, by shortening terms of new loans or securities; and hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change interest-rate risk. Interest rate swaps, futures contracts, options on futures, and other such derivative financial instruments often are used for this purpose. Because these instruments are sensitive to interest rate changes, they require management expertise to be effective. Financial institutions are also subject to prepayment risk in falling rate environments. For example, mortgage loans and other financial assets may be prepaid by a debtor so that the debtor may refinance its obligations at new, lower rates. Prepayments of assets carrying higher rates reduce the Company’s interest income and overall asset yields. A large portion of an institution’s liabilities may be short-term or due on demand, while most of its assets may be invested in long-term loans or securities. Accordingly, the Company seeks to have in place sources of cash to meet short-term demands. These funds can be obtained by increasing deposits, borrowing, or selling assets. FHLB advances and wholesale borrowings may also be used as important sources of liquidity for the Company.

During the second quarter of 2026, the Company enhanced its interest rate risk disclosure to focus on net interest income sensitivity rather than economic value of equity. Management believes that net interest income sensitivity better reflects the Company's near-term earnings exposure to changes in interest rates and aligns more closely with how interest rate risk is managed internally.

The following table provides information about the Company’s earnings at risk that were sensitive to changes in interest rates as of September 30, 2026 and December 31, 2025, based on certain prepayment and account decay assumptions that management believes are reasonable. The table shows the changes in the Company’s net interest income (in amount and percent) that would result from hypothetical interest rate increases of up to 400 basis points from 100 basis points and interest rate decreases of 100 basis points and up to 400 basis points at September 30, 2026 and December 31, 2025.

 

Net Interest Income

 

 

 

September 30, 2026

 

 

December 31, 2025

 

Change in Rates

 

Dollar
Amount

 

 

Dollar
Change

 

 

Percent
Change

 

 

Dollar
Amount

 

 

Dollar
Change

 

 

Percent
Change

 

+400bp

 

$

158,027

 

 

$

4,132

 

 

 

2.68

%

 

$

168,153

 

 

$

6,879

 

 

 

4.27

%

+300bp

 

 

158,025

 

 

 

4,130

 

 

 

2.68

%

 

 

167,915

 

 

 

6,641

 

 

 

4.12

%

+200bp

 

 

157,224

 

 

 

3,329

 

 

 

2.16

%

 

 

166,289

 

 

 

5,015

 

 

 

3.11

%

+100bp

 

 

155,708

 

 

 

1,813

 

 

 

1.18

%

 

 

164,007

 

 

 

2,733

 

 

 

1.69

%

Base

 

 

153,895

 

 

 

—

 

 

 

0.00

%

 

 

161,274

 

 

 

—

 

 

 

0.00

%

-100bp

 

 

150,212

 

 

 

(3,683

)

 

 

(2.39

%)

 

 

157,104

 

 

 

(4,170

)

 

 

(2.59

%)

-200bp

 

 

144,298

 

 

 

(9,597

)

 

 

(6.24

%)

 

 

153,092

 

 

 

(8,182

)

 

 

(5.07

%)

-300bp

 

 

137,288

 

 

 

(16,607

)

 

 

(10.79

%)

 

 

149,323

 

 

 

(11,951

)

 

 

(7.41

%)

-400bp

 

 

130,681

 

 

 

(23,214

)

 

 

(15.08

%)

 

 

146,296

 

 

 

(14,978

)

 

 

(9.29

%)

 

Page 59


Civista Bancshares, Inc.

Controls and Procedures

Form 10-Q

(Amounts in thousands, except share data)

 

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive and our principal financial officers, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures as of September 30, 2026, were effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 60


Civista Bancshares, Inc.

Other Information

Form 10-Q

 

Part II—Other Information

 

In the ordinary course of their respective businesses, CBI or Civista or their respective properties may be named or otherwise subject as a plaintiff, defendant or other party to various pending and threatened legal proceedings and various actual and potential claims. In view of the inherent difficulty of predicting the outcome of such matters, the Company cannot state what the eventual outcome of any such matters will be. However, based on current knowledge and after consultation with legal counsel, management believes that damages, if any, and other amounts related to pending legal proceedings will not have a material adverse effect on the consolidated financial position, results of operations or liquidity of CBI or Civista.

Item 1A. Risk Factors

There were no material changes during the current period to the risk factors previously disclosed under “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as supplemented by the disclosures under "Item 1A. Risk Factors" of Part II of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Share Repurchases:

There were 82,075 shares repurchased by the Company or by "affiliated purchasers" as defined in Rule 10b-18(a)(3) under the Exchange Act of the Company's common shares during the third quarter ended September 30, 2026.

 

Period

 

Total Number of
Shares Purchased

 

 

Average Price Paid
per Share

 

 

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

 

 

Maximum Number
(or Approximate Dollar
Value) of Shares (Units)
that May Yet Be
Purchased Under the
Plans or Programs

 

July 1, 2026 - July 31, 2026

 

 

—

 

 

$

—

 

 

 

—

 

 

$

25,000,000

 

August 1, 2026 - August 31, 2026

 

 

—

 

 

$

—

 

 

 

—

 

 

$

25,000,000

 

September 1, 2026 - September 30, 2026

 

 

82,225

 

 

$

26.96

 

 

 

82,075

 

 

$

22,787,273

 

Total

 

 

82,225

 

 

$

26.96

 

 

 

82,075

 

 

$

22,787,273

 

 

On April 21, 2026, the Company announced a new common share repurchase program pursuant to which the Company is authorized to repurchase a maximum aggregate value of $25,000 of its outstanding common shares through April 2027, of which $22,787 remained available to purchase at September 30, 2026. During the three months ended September 30, 2026, 150 shares were surrendered by officers of the Company for the payment of taxes upon vesting of restricted shares.

 

Issuance of Shares to Directors:

 

During the second quarter of 2026, Civista Bank paid a retainer to each director of Civista Bank in the amount of $5,000 in cash and $30,000 in common shares of the Company, in consideration for service on the board of Civista Bank for the period from May 20, 2026 until the Company’s annual meeting in 2027. For each director, $25,000 of the common shares of the Company were issued pursuant to grants under the 2024 Incentive Plan. The remaining common shares, consisting of an aggregate of 1,818 issued to all directors, were issued in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

Item 3. Defaults Upon Senior Securities

 

None

Page 61


Civista Bancshares, Inc.

Other Information

Form 10-Q

 

Item 4. Mine Safety Disclosures

 

Not applicable

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Page 62


Civista Bancshares, Inc.

Other Information

Form 10-Q

 

Item 6. Exhibits

 

Exhibit

 

Description

 

Location

 

 

 

 

 

2.1

 

Agreement and Plan of Merger, dated as of July 10, 2025, by and among Civista Bancshares, Inc., Civista Bank and The Farmers Savings Bank.

 

 

Filed as Exhibit 2.1 to Civista Bancshares, Inc.'s Current Report on Form 8-K dated and filed on July 11, 2025 and incorporated herein by reference. (File No. 001-36192)

3.1

 

Second Amended and Restated Articles of Incorporation of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on November 15, 2018.

 

Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated November 15, 2018 and filed on November 16, 2018 and incorporated herein by reference. (File No. 001-36192)

3.2

 

Second Amended and Restated Code of Regulations of Civista Bancshares, Inc. (adopted July 22, 2025)

 

Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated July 22, 2025 and filed on July 28, 2025 and incorporated herein by reference. (File No. 001-36192)

31.1

 

Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer.

 

Included herewith

 

 

 

 

 

31.2

 

Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer.

 

Included herewith

 

 

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Included herewith

 

 

 

 

 

32.2

 

Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Included herewith

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

 

Included herewith

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

 

Included herewith

 

 

 

 

 

104

 

Cover page formatted in Inline Extensible Business Reporting Language.

 

Included herewith

 

Page 63


 

Civista Bancshares, Inc.

Signatures

Form 10-Q

 

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.

 

/s/ Charles A. Parcher

 

November 5, 2026

Charles A. Parcher

 

Date

Chief Executive Officer and President

 

 

 

/s/ Ian Whinnem

 

November 5, 2026

Ian Whinnem

 

Date

Senior Vice President and Chief Financial Officer

 

 

 

Page 64


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