[8-K] Civista Bancshares, Inc. Reports Material Event

Rhea-AI Filing Summary

Franklin Financial Services (FRAF) – Insider transaction summary

EVP/CFO Mark R. Hollar filed a Form 4 for transactions on 07/25/2025:

• Option exercise (Code M): 3,000 common shares acquired at a strike price of $30.00.
• Share withholding (Code F): 2,102 shares surrendered at the market price of $42.83 to fund the cashless exercise.

After the two entries, Hollar’s direct beneficial ownership stands at 15,572 shares (plus 96 DRIP shares and previously reported unvested RSUs). The net result is an increase of ≈898 shares, signalling a modest rise in insider exposure. No derivative securities remain from the 2017 option grant; 2,927 options from a 2018 grant are still outstanding.

Insider option exercises when the market price materially exceeds the strike (▲ 43%) can indicate executive confidence and are generally viewed positively, although the partial share disposition tempers the signal. The transaction does not impact earnings or guidance but may be of interest to investors tracking insider sentiment.

Positive

• CFO increased direct ownership by approximately 898 shares, signalling incremental insider confidence.
• Options exercised at $30 vs. $42.83 market price highlight management’s view that shares remain attractive at current levels.

Negative

• 2,102 shares were disposed (withheld) at $42.83, partially offsetting the positive ownership signal.

Insights

Securities Analyst

TL;DR: CFO exercised 3k options, net +898 shares; insider sentiment mildly positive.

Hollar’s cashless exercise removes an in-the-money 2017 option block while retaining ~30 % of the shares. Paying the $90k exercise cost via share withholding avoids cash outlay and tax friction, a common practice. The 43 % spread between the $30 strike and $42.83 market price is sizeable, suggesting the option was deep in the money. Final ownership of 15,572 shares (≈1.4 % of outstanding*), plus unvested RSUs and remaining 2018 options, leaves the CFO more aligned with shareholders. Because only 2,102 shares were effectively sold, dilution to the float is immaterial. Insider net buying is typically viewed as a modest positive signal, but the scale (<1,000 shares) limits market impact.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2025

Civista Bancshares, Inc.

(Exact name of Registrant as Specified in Its Charter)

Ohio			001-36192	34-1558688
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer 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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 shares, no par value		CIVB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On July 29th through July 30th, senior management of Civista Bancshares, Inc. (“Civista”) will meet with investors while attending the 26th Annual KBW Community Bank Investor Conference located in New York, New York. A copy of the investor presentation is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Civista Bancshares, Inc., is a $4.2 billion financial holding company headquartered in Sandusky, Ohio. Its primary subsidiary, Civista Bank, was founded in 1884 and provides full-service banking, commercial lending, mortgage, and wealth management services. Today, Civista Bank operates 42 locations across Ohio, Southeastern Indiana and Northern Kentucky. Civista Bank also offers commercial equipment leasing services for businesses nationwide through its Civista Leasing and Finance Division. Civista Bancshares’ common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. Learn more at www.civb.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 Investor Presentation of Civista Bancshares, Inc. for period ended June 30, 2025

Exhibit 104 Cover Page Interactive File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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 hereunto duly authorized.

			Civista Bancshares, Inc.
Date:	July 25, 2025	By:	/s/ Ian Whinnem
			Ian Whinnem Executive Vice President & Chief Financial Officer

FAQ

What did FRAF’s CFO do according to the 07/25/2025 Form 4?

He exercised 3,000 options at $30 and surrendered 2,102 shares at $42.83, netting an increase of about 898 shares.

How many FRAF shares does Mark R. Hollar now own?

After the reported transactions, he directly owns 15,572 common shares, plus 96 DRIP shares and unvested RSUs.

Why were 2,102 shares disposed of during the option exercise?

They were withheld at the $42.83 market price to fund the cashless exercise and related taxes, a common method to avoid cash payment.

Are any options still outstanding for the CFO?

Yes, 2,927 incentive stock options from a 2018 grant (strike $34.10) remain unexercised, expiring 02/22/2028.

Does this insider transaction affect FRAF’s financial statements?

No. The filing only reports changes in insider ownership and has no direct impact on revenue, earnings, or guidance.