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What changed in CIVISTA BANCSHARES, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CIVISTA BANCSHARES, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+254 added−248 removedSource: 10-K (2026-03-06) vs 10-K (2025-03-10)

Top changes in CIVISTA BANCSHARES, INC.'s 2025 10-K

254 paragraphs added · 248 removed · 196 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

66 edited+8 added−26 removed141 unchanged
Biggest changeThe BHCA generally limits the activities of a bank holding company to banking, managing or controlling banks, furnishing services to or performing services for its subsidiaries and engaging in any other activities that the Federal Reserve Board has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident to those activities.
Biggest changeThe Federal Reserve Board may require a financial or bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice. 7 The BHCA generally limits the activities of a bank holding company to banking, managing or controlling banks, furnishing services to or performing services for its subsidiaries and engaging in any other activities that the Federal Reserve Board has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident to those activities.
We offer commercial and personal loans on a secured and unsecured basis, revolving lines of credit, commercial mortgage loans, and residential mortgage loans on both primary and secondary residences, home equity loans, bridge loans and other personal purpose loans. However, we are not and have not historically been a participant in the sub-prime lending market.
We offer commercial and personal loans on a secured and unsecured basis, revolving lines of credit, commercial mortgage loans, residential mortgage loans on both primary and secondary residences, home equity loans, bridge loans and other personal purpose loans. However, we are not and have not historically been a participant in the sub-prime lending market.
Banks with over $3 billion and less than $10 billion in total assets must comply with the new requirements by April 1, 2028. Community Reinvestment Act: The CRA requires depository institutions to assist in meeting the credit needs of their market areas, including low- and moderate-income areas, consistent with safe and sound banking practice.
Banks with over $3 billion and less than $10 billion in total assets must comply with the new requirements by April 1, 2028. Community Reinvestment Act ("CRA"): The CRA requires depository institutions to assist in meeting the credit needs of their market areas, including low- and moderate-income areas, consistent with safe and sound banking practice.
Regulation of Bank Subsidiary: As an Ohio chartered bank, Civista is subject to supervision and regulation by the ODFI. In addition, Civista is a member of the Federal Reserve System and, therefore, is subject to supervision and regulation by the Federal Reserve Board. Civista is subject to periodic examinations by both ODFI and the Federal Reserve Board.
Regulation of Bank Subsidiary: As an Ohio chartered bank, Civista is subject to supervision and regulation by the ODFI. In addition, Civista is a member of the Federal Reserve System and, therefore, is subject to supervision and regulation by the Federal Reserve Board. Civista is subject to periodic examinations by both the ODFI and the Federal Reserve Board.
Transactions with Affiliates, Directors, Executive Officers and Shareholders: Transactions between Civista and its affiliates, including CBI, are subject to Sections 23A and 23B of the Federal Reserve Act, and Federal Reserve Board Regulation W, which generally limit the extent to which Civista may engage in “covered transactions” with affiliates and require that the terms of such transactions be the same, or at least as favorable, to Civista as the terms provided in a similar transaction between Civista and an unrelated party.
Transactions with Affiliates, Directors, Executive Officers and Shareholders: Transactions between Civista and its affiliates, including CBI, are subject to Sections 23A and 23B of the Federal Reserve Act, and Federal Reserve Board Regulation W, which generally limit the extent to which Civista may engage in “covered transactions” with affiliates and require that the terms of any such transactions be the same, or at least as favorable, to Civista as the terms provided in a similar transaction between Civista and an unrelated party.
Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; expands enforcement-related and investigation-related authority, including increasing available sanctions for certain BSA violations and instituting BSA whistleblower initiatives and protections. Office of Foreign Assets Control Regulation . The U.S.
Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; expands enforcement-related and investigation-related authority, including 10 increasing available sanctions for certain BSA violations and instituting BSA whistleblower initiatives and protections. Office of Foreign Assets Control Regulation . The U.S.
Item 1. Business General Development of Business CIVISTA BANCSHARES, INC. (“CBI”) was organized under the laws of the State of Ohio on February 19, 1987 and is a registered financial holding company under the Gramm-Leach-Bliley Act of 1999, as amended (the “GLBA”). CBI’s office is located at 100 East Water Street, Sandusky, Ohio.
Item 1. Business General Development of Business CIVISTA BANCSHARES, INC. (“CBI” or the "Company") was organized under the laws of the State of Ohio on February 19, 1987 and is a registered financial holding company under the Gramm-Leach-Bliley Act of 1999, as amended (the “GLBA”). CBI’s office is located at 100 East Water Street, Sandusky, Ohio.
Capital levels as measured by these standards are also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions. 11 In July 2013, the United States banking regulators issued new capital rules applicable to smaller banking organizations which also implement certain of the provisions of the Dodd-Frank Act (the “Basel III Capital Rules”).
Capital levels as measured by these standards are also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions. In July 2013, the United States banking regulators issued new capital rules applicable to smaller banking organizations which also implement certain of the provisions of the Dodd-Frank Act (the “Basel III Capital Rules”).
In addition, the dividends that Civista may pay to CBI without prior approval of the Federal Reserve Board is limited to net income for the year plus its retained net income for the preceding two years. Volcker Rule In December 2013, five federal agencies adopted a final regulation implementing the Volcker Rule provision of the Dodd-Frank Act (the "Volcker Rule").
In addition, the dividends that Civista may pay to CBI without prior approval of the Federal Reserve Board is limited to net income for the year plus its retained net income for the preceding two years. 12 Volcker Rule In December 2013, five federal agencies adopted a final regulation implementing the Volcker Rule provision of the Dodd-Frank Act (the "Volcker Rule").
Civista has established policies and procedures that Civista believes comply with the requirements of the Patriot Act. 10 The Anti-Money Laundering Act of 2020 (the “AMLA”), which amends the Bank Secrecy Act of 1970 (the “BSA”), was enacted in January 2021. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws.
Civista has established policies and procedures that Civista believes comply with the requirements of the Patriot Act. The Anti-Money Laundering Act of 2020 (the “AMLA”), which amends the Bank Secrecy Act of 1970 (the “BSA”), was enacted in January 2021. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws.
We provide individuals, families, business and non-profits with personalized investment management, 401(-k) advisory services for employers, financial planning, trust services, and tailored lending. Core Deposit Growth We plan to continue to focus on growing our core, commercial operating and retail, non-maturity deposit base with an emphasis on relationship banking.
We provide individuals, families, business and non-profits with personalized investment management, 401(k) advisory services for employers, financial planning, trust services, and tailored lending. 4 Core Deposit Growth We plan to continue to focus on growing our core, commercial operating and retail, non-maturity deposit base with an emphasis on relationship banking.
Among other things, these loans must be made on terms (including interest rates charged and collateral required) substantially similar to those offered to unaffiliated individuals or be made as part of a benefit or compensation program and on terms widely available to employees, and must not involve a greater than normal risk of repayment.
Among other things, these loans must be made on terms (including interest rates charged and collateral required) substantially similar to those offered to unaffiliated 8 individuals or be made as part of a benefit or compensation program and on terms widely available to employees, and must not involve a greater than normal risk of repayment.
CRMI, as a Delaware-chartered captive insurance company, is subject to the laws and regulations of the State of Delaware and undergoes periodic examinations by the Delaware Department of Insurance. 13 Executive and Incentive Compensation The Dodd-Frank Act requires that the federal banking agencies, including the Federal Reserve Board and the FDIC, issue a rule related to incentive-based compensation.
CRMI, as a Delaware-chartered captive insurance company, is subject to the laws and regulations of the State of Delaware and undergoes periodic examinations by the Delaware Department of Insurance. Executive and Incentive Compensation The Dodd-Frank Act requires that the federal banking agencies, including the Federal Reserve Board and the FDIC, issue a rule related to incentive-based compensation.
In June 2010, the Federal Reserve Board, the Office of the Comptroller (the "OCC") and the Federal Deposit Insurance Corporation (the "FDIC") issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking.
In June 2010, the Federal Reserve Board, the Office of the Comptroller of the Currency (the "OCC") and the Federal Deposit Insurance Corporation (the "FDIC") issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking.
The Company expects this trend of state-level activity in those areas to continue, and is continually monitoring developments in the states in which our customers are located. 15 In the ordinary course of business, the Company relies on electronic communications and information systems to conduct its operations and to store sensitive data.
The Company expects this trend of state-level activity in those areas to continue, and is continually monitoring developments in the states in which our customers are located. In the ordinary course of business, the Company relies on electronic communications and information systems to conduct its operations and to store sensitive data.
The adoption 12 of CECL resulted in an increase to our total allowance for credit losses (“ACL”) on loans held for investment of $4.3 million, an increase in allowance for credit losses on unfunded loan commitments of $3.4 million, a reclassification of PCI discount from loans to the ACL of $1.7 million, and an increase in deferred tax asset of $1.6 million.
The adoption of CECL resulted in an increase to our total allowance for credit losses (“ACL”) on loans held for investment of $4.3 million, an increase in allowance for credit losses on unfunded loan commitments of $3.4 million, a reclassification of PCI discount from loans to the ACL of $1.7 million, and an increase in deferred tax asset of $1.6 million.
In addition, environmental assessments are typically required prior to any foreclosure activity involving non-residential real estate collateral. Effects of Government Monetary Policy The earnings of the Company are affected by general and local economic conditions and by the policies of various governmental regulatory authorities.
In addition, environmental assessments are typically required prior to any foreclosure activity involving non-residential real estate collateral. 15 Effects of Government Monetary Policy The earnings of the Company are affected by general and local economic conditions and by the policies of various governmental regulatory authorities.
In March 2000, CBI became a financial holding company. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or a savings association, engaged 7 in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.
In March 2000, CBI became a financial holding company. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or a savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.
Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization's safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.
Enforcement actions may be taken against a banking organization if its incentive compensation 13 arrangements, or related risk-management control or governance processes, pose a risk to the organization's safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.
Civista maintains its main office at 100 East Water Street, Sandusky, Ohio and operates branch banking offices in the following Ohio communities: Sandusky, Norwalk, Berlin Heights, Huron, Port Clinton, Castalia, New Washington, Shelby, Willard, Greenwich, Plymouth, Shiloh, Akron, Dublin, Plain City, Russells Point, Urbana, West Liberty, Quincy, Dayton, Beachwood, Gahanna, Napoleon, Malinta, Liberty Center, Holgate, Bowling Green, and in the following Indiana communities: Lawrenceburg, Aurora, West Harrison, Milan, Osgood and Versailles.
Civista maintains its main office at 100 East Water Street, Sandusky, Ohio and operates branch banking offices in the following Ohio communities: Sandusky, Spencer, Wellington, Norwalk, Berlin Heights, Huron, Port Clinton, Castalia, New Washington, Shelby, Willard, Greenwich, Plymouth, Shiloh, Akron, Dublin, Plain City, Russells Point, Urbana, West Liberty, Quincy, Dayton, Beachwood, Gahanna, Napoleon, Malinta, Liberty Center, Holgate, Bowling Green, and in the following Indiana communities: Lawrenceburg, Aurora, West Harrison, Milan, Osgood and Versailles.
A computer-security incident occurs when actual or potential harm to the confidentiality, integrity, or availability of an information system or the information occurs, or there is a violation or imminent threat of a violation to banking security policies and procedures.
A computer-security incident occurs when actual or potential harm to the confidentiality, integrity, or availability of an information system or the information occurs, or there is a violation or imminent threat of a violation to banking 14 security policies and procedures.
We have a comprehensive program dedicated to selecting new talent and enhancing the skills of our employees. In our recruiting efforts, we strive to have a diverse group of candidates to consider for our roles.
We have a comprehensive program dedicated to selecting new talent and enhancing the skills of our employees. In our recruiting efforts, we strive to have 6 a diverse group of candidates to consider for our roles.
CBI and its subsidiaries are not parties to any collective bargaining agreements. Management considers its relationship with its employees to be good. 6 Supervision and Regulation CBI and its subsidiaries are subject to extensive supervision and regulation by federal and state agencies.
CBI and its subsidiaries are not parties to any collective bargaining agreements. Management considers its relationship with its employees to be good. Supervision and Regulation CBI and its subsidiaries are subject to extensive supervision and regulation by federal and state agencies.
These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. 14 Civista is also subject to regulatory guidelines establishing standards for safeguarding customer information.
These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. Civista is also subject to regulatory guidelines establishing standards for safeguarding customer information.
Commercial real estate loans include loans secured by first liens on completed commercial 5 properties, including multi-family properties, to purchase or refinance such properties. Residential mortgages include loans secured by first liens on residential real estate to purchase or refinance primary and secondary residences.
Commercial real estate loans include loans secured by first liens on completed commercial properties, including multi-family properties, to purchase or refinance such properties. Residential mortgages include loans secured by first liens on residential real estate to purchase or refinance primary and secondary residences.
Our annualized voluntary turnover is relatively low, as is the case for turnover of our top performers, a record which we attribute to our strong values-based culture, commitment to career development, and attractive compensation and benefit programs. Civista employs approximately 527 full-time equivalent employees to whom a variety of benefits are provided. CBI has no employees.
Our annualized voluntary turnover is relatively low, as is the case for turnover of our top performers, a record which we attribute to our strong values-based culture, commitment to career development, and attractive compensation and benefit programs. Civista employs approximately 526 full-time equivalent employees to whom a variety of benefits are provided. CBI has no employees.
Civista, through its locations in the Ohio counties of Erie, Crawford, Champaign, Cuyahoga, Franklin, Huron, Logan, Madison, Montgomery, Ottawa, Richland, Henry, Wood and Summit, in the Indiana counties of Dearborn and Ripley and in the Kentucky county of Kenton, conducts general banking business that involves collecting customer deposits, making loans, purchasing securities, and offering Trust services.
Civista, through its locations in the Ohio counties of Erie, Crawford, Champaign, Cuyahoga, Franklin, Huron, Logan, Lorain, Madison, Medina, Montgomery, Ottawa, Richland, Henry, Wood and Summit, in the Indiana counties of Dearborn and Ripley and in the Kentucky county of Kenton, conducts general banking business that involves collecting customer deposits, making loans, purchasing securities, and offering trust services.
In addition to our robust capital levels, we maintain significant sources of both on- and off-balance sheet liquidity and plan to continue to do so.
We plan to continue to maintain robust capital reserves. In addition to our robust capital levels, we maintain significant sources of both on- and off-balance sheet liquidity and plan to continue to do so.
The Company also recorded a net reduction of retained earnings of $6.1 million upon adoption. At December 31, 2024, both CBI and Civista were in compliance with all of the regulatory capital requirements to which they are subject. For CBI’s and Civista’s capital ratios, see Note 19 to the Company’s 2024 Consolidated Financial Statements.
The Company also recorded a net reduction of retained earnings of $6.1 million upon adoption. At December 31, 2025, both CBI and Civista were in compliance with all of the regulatory capital requirements to which they are subject. For CBI’s and Civista’s capital ratios, see Note 19 to the Company’s 2025 Consolidated Financial Statements.
CBI’s common shares are listed with Nasdaq under the symbol "CIVB" and CBI is subject to the rules for Nasdaq listed companies. Corporate Governance: As mandated by the Sarbanes-Oxley Act of 2002, the SEC has adopted rules and regulations governing, among other matters, corporate governance, auditing and accounting, executive compensation and enhanced and timely disclosure of corporate information.
CBI’s common shares are listed with Nasdaq under the symbol "CIVB" and CBI is subject to the rules applicable to Nasdaq listed companies. Corporate Governance: As mandated by the Sarbanes-Oxley Act of 2002, the SEC has adopted rules and regulations governing, among other matters, corporate governance, auditing and accounting, executive compensation and enhanced and timely disclosure of corporate information.
We compete with numerous financial institutions, including large regional financial institutions, community banks, thrifts and credit unions operating without our market area. Nontraditional sources of competition for loan and deposit dollars come from captive auto finance companies, mortgage banking companies, internet banks, brokerage companies, insurance companies, business leasing and finance companies and direct mutual funds.
We compete with numerous financial institutions, including large regional financial institutions, community banks, thrifts and credit unions operating within our market area. Nontraditional sources of competition for loan and deposit dollars come from captive auto finance companies, mortgage banking companies, internet banks, brokerage companies, insurance companies, business leasing and finance companies and direct mutual funds.
The rule revises the federal banking agencies’ regulatory capital rules to identify which credit loss allowances under the CECL model are eligible for inclusion in regulatory capital and to provide banking organizations the option to phase in over three years the day-one adverse effects on regulatory capital that may result from the adoption of the CECL model.
The rule revised the federal banking agencies’ regulatory capital rules to identify which credit loss allowances under the CECL model are eligible for inclusion in regulatory capital and to provide banking organizations the option to phase in over three years the day-one adverse effects on regulatory capital that may result from the adoption of the CECL model.
The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the banking organization does not hold a capital conservation buffer of greater than 2.5 percent composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5 percent at the beginning of the quarter.
The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the banking organization does not hold a capital conservation buffer of at least 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.
Civista’s capital at December 31, 2024, met the standards for the highest capital category, a “well-capitalized” bank. Federal Reserve Board regulations also limit the payment of dividends by Civista to CBI. Civista may not pay a dividend if it would cause Civista not to meet its capital requirements.
Civista’s capital at December 31, 2025, met the standards for the highest capital category, a “well-capitalized” bank. Federal Reserve Board regulations also limit the payment of dividends by Civista to CBI. Civista may not pay a dividend if it would cause Civista not to meet its capital requirements.
These certifications attest that CBI’s quarterly and annual reports filed with the SEC do not contain any untrue statement of a material fact. See Item 9A “Controls and Procedures” in Part II of this Form 10-K for CBI’s evaluation of its disclosure controls and procedures.
These certifications attest that CBI’s quarterly and annual reports filed with the SEC do not contain any untrue statement of a material fact. See "ITEM 9A. CONTROLS AND PROCEDURES” in Part II of this Annual Report on Form 10-K for CBI’s evaluation of its disclosure controls and procedures.
The term “covered transaction” includes the making of loans to an affiliate, the purchase of assets from an affiliate, the issuance of a guarantee on behalf of an affiliate, the purchase of securities issued by an affiliate and other similar types of transactions.
The term “covered transaction” includes the making of a loan to an affiliate, the purchase of assets from an affiliate, the issuance of a guarantee on behalf of an affiliate, the purchase of securities issued by an affiliate and other similar types of transactions.
Market Area and Competition At December 31, 2024, our primary market area consisted of the counties in which we currently operate branches, and loan production offices, including Erie, Crawford, Champaign, Cuyahoga, Franklin, Huron, Logan, Madison, Montgomery, Ottawa, Richland, Henry, Wood and Summit Counties in Ohio, Dearborn and Ripley Counties in Indiana and Kenton County in Kentucky.
Market Area and Competition At December 31, 2025, our primary market area consisted of the counties in which we currently operate branches, and loan production offices, including Erie, Crawford, Champaign, Cuyahoga, Franklin, Huron, Logan, Lorain, Madison, Medina, Montgomery, Ottawa, Richland, Henry, Wood and Summit Counties in Ohio, Dearborn and Ripley Counties in Indiana and Kenton County in Kentucky.
Civista also engages in a general equipment leasing and financing business nationwide through its CLF division. Interest and fees on loans accounted for 75% of total revenue for 2024, 73% of total revenue for 2023, and 69% of total revenue for 2022. The Company’s primary focus of lending continues to be real estate loans, both residential and commercial in nature.
Civista also engages in a general equipment leasing and financing business nationwide through its CLF division. Interest and fees on loans accounted for 77% of total revenue for 2025, 75% of total revenue for 2024, and 73% of total revenue for 2023. The Company’s primary focus of lending continues to be real estate loans, both residential and commercial in nature.
Consumer Financial Protection Bureau: Civista is subject to a number of federal and state consumer protection laws that extensively govern our relationship with our customers.
Consumer Protection Laws: Civista is subject to a number of federal and state consumer protection laws that extensively govern our relationship with our customers.
At December 31, 2024, Civista had $51,007 of accumulated net profits available to pay dividends to CBI without approval of the ODFI. The Company’s business is not seasonal, nor is it dependent on a single or small group of customers.
At December 31, 2025, Civista had $31,647 of accumulated net profits available to pay dividends to CBI without approval of the ODFI. The Company’s business is not seasonal, nor is it dependent on a single or small group of customers.
Civista also operates loan production offices in Westlake, Ohio and Fort Mitchell, Kentucky and a leasing company office in Pittsburgh, Pennsylvania. Civista and its consolidated subsidiaries as discussed below, accounted for 99.4% of the Company’s consolidated assets at December 31, 2024. FIRST CITIZENS INVESTMENTS, INC.
Civista also operates loan production offices in Westlake, Ohio and Fort Mitchell, Kentucky and a leasing company office in Pittsburgh, Pennsylvania. Civista and its wholly owned subsidiaries as discussed below, accounted for 99.8% of the Company’s consolidated assets at December 31, 2025. FIRST CITIZENS INVESTMENTS, INC.
CBI and its subsidiaries are sometimes referred to together as the “Company”. The Company had total consolidated assets of $4,098,469 at December 31, 2024. CIVISTA BANK (“Civista”), owned by the Company since 1987, opened for business in 1884 as The Citizens National Bank.
CBI and its subsidiaries are sometimes referred to together as the “Company”. The Company had total consolidated assets of $4,336,453 at December 31, 2025. CIVISTA BANK (“Civista”), owned by the Company since 1987, opened for business in 1884 as The Citizens National Bank.
Ensure the Adequacy of Our Allowance for Credit Losses Despite the challenges presented by the economic and overall market conditions over the past five years, our reserve levels have remained adequate with total allowance amounting to $39.7 million at December 31, 2024.
Ensure the Adequacy of Our Allowance for Credit Losses Despite the challenges presented by the economic and overall market conditions over the past five years, our reserve levels have remained adequate with our total allowance for credit losses amounting to $42.0 million at December 31, 2025.
As a result of their size, resources and ability to achieve economies of scale, certain of our competitors offer a broader range of products and services than we offer, as well as higher lending limits, which may adversely affect the ability of Civista to compete.
As a result of their size, resources and ability to achieve economies of scale, certain of our competitors offer a broader range of products and services than we offer, as well as higher lending limits, which may adversely affect the ability of Civista to compete. 5 Products and Services We offer a broad range of deposit and loan products and other banking services.
The reserve requirement ratio remained at 0% as of December 31, 2024.
The reserve requirement ratio remained at 0% as of December 31, 2025.
The name Civista Bank was introduced during the first quarter of 2015 to solidify our dual Citizens/Champaign brand and distinguish ourselves from the many other banks using the “Citizens” name in our existing and prospective markets.
The name Civista Bank was introduced during the first quarter of 2015 to distinguish ourselves from the many other banks using the “Citizens” name in our existing and prospective markets.
(“CRMI”), a wholly owned subsidiary of CBI which was formed and began operations on December 26, 2017, is a Delaware-based captive insurance company which insures against certain risks unique to the operations of the Company and for which insurance may not be currently available or economically feasible in today’s insurance marketplace.
(“CRMI”), a wholly owned subsidiary of CBI, is a Delaware-based captive insurance company which insures against certain risks unique to the operations of the Company and for which insurance may not be currently available or economically feasible in today’s insurance marketplace.
State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements.
Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements.
Commercial real estate loans comprised 52% of the total loan portfolio in 2024, 54% of the total loan portfolio in 2023, and 55% of the total loan portfolio in 2022.
Commercial real estate loans comprised 50% of the total loan portfolio in 2025, 52% of the total loan portfolio in 2024, and 54% of the total loan portfolio in 2023.
Economic Growth, Regulatory Relief and Consumer Protection Act : On May 25, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the "Regulatory Relief Act") was enacted, which repealed or modified certain provisions of the Dodd-Frank Act and eased restrictions on all but the largest banks (those with consolidated assets in excess of $250 billion).
Economic Growth, Regulatory Relief and Consumer Protection Act : T he Economic Growth, Regulatory Relief and Consumer Protection Act (the "Regulatory Relief Act") repealed or modified certain provisions of the Dodd-Frank Act and eased restrictions on all but the largest banks (those with consolidated assets in excess of $250 billion).
Community banking organizations, including CBI and Civista, began transitioning to the new rules on January 1, 2015.
Community banking organizations, including CBI and Civista, began transitioning to the new rules on January 1, 2015. The new minimum capital requirements became effective on January 1, 2015.
Residential real estate mortgage loans 3 comprised 25% of the total loan portfolio in 2024, 23% of the total loan portfolio in 2023 and 22% of the total loan portfolio in 2022. Commercial and agriculture loans comprised 11% of the total loan portfolio in 2024, 11% in 2023, and 11% in 2022.
Residential real estate mortgage loans comprised 29% of the total loan portfolio in 2025, 25% of the total loan portfolio in 2024, and 23% of the total loan portfolio in 2023. Commercial and agriculture loans comprised 9% of the total loan portfolio in 2025, 11% in 2024, and 11% in 2023.
CRMI pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves. CRMI is subject to regulations of the State of Delaware and undergoes periodic examinations by the Delaware Department of Insurance. Narrative Description of Business General The Company’s primary business is incidental to the subsidiary bank and its subsidiaries.
CRMI pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves. CRMI is subject to regulations of the State of Delaware and undergoes periodic examinations by the Delaware Department of Insurance.
At December 31, 2024, our liquid assets included $63.2 million of short-term cash and equivalents supplemented by $648.1 million of investment securities classified as available for sale which can be readily sold or pledged as collateral, if necessary.
At December 31, 2025, our liquid assets included $77.3 million of short-term cash and equivalents supplemented by $681.9 million of investment securities classified as available for sale which can be readily sold or pledged as collateral, if necessary.
The FDIC rules further changed the method of determining risk-based assessment rates for established banks with less than $10 billion in assets to better ensure that banks taking on greater risks pay more for deposit insurance than banks that take on less risk.
The FDIC rules further changed the method of determining risk-based assessment rates for established banks with less than $10 billion in assets to better ensure that banks taking on greater risks pay more for deposit insurance than banks that take on less risk. As of December 31, 2025, the DRR was above the statutory minimum of 1.35%.
In addition, we had the capacity to borrow additional funds totaling $370.1 million from the Federal Home Loan Bank of Cincinnati at December 31, 2024.
In addition, we had the capacity to borrow additional funds totaling $696.0 million from the Federal Home Loan Bank ("FHLB") of Cincinnati at December 31, 2025.
Reciprocal deposits are offered through Civista’s participation in the Certificate of Deposit Account Registry Service® (CDARS) and Insured Cash Sweep (ICS) programs offered through IntraFi, LLC.
Time deposits consist of certificates of deposit, including those held in IRA accounts. Reciprocal deposits are offered through Civista’s participation in the Certificate of Deposit Account Registry Service® (CDARS) and Insured Cash Sweep (ICS) programs offered through IntraFi, LLC.
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the FDIC has established 2.0% as the designated reserve ratio (“DRR”), which is the amount in the DIF as a percentage of all DIF insured deposits.
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the FDIC has established 2.0% as the designated reserve ratio (“DRR”), which is the amount in the DIF as a percentage of all DIF insured deposits. In March 2016, the FDIC adopted final rules designed to meet the statutory minimum DRR of 1.35%.
As a result, the FDIC adopted a restoration plan requiring the restoration of the DRR to 1.35% within eight years (September 30, 2028).
Because the DRR fell below the minimum DRR to 1.30%, the FDIC adopted a restoration plan requiring the restoration of the DRR to 1.35% within eight years (September 30, 2028).
Common equity for the common equity tier 1 capital ratio generally includes common stock (plus related surplus), retained earnings, accumulated other comprehensive income (unless an institution elects to exclude such income from regulatory capital), and limited amounts of minority interests in the form of common stock, subject to applicable regulatory adjustments and deductions.
The Basel III Capital Rules include (a) a minimum common equity tier 1 capital ratio of 4.5%, (b) a minimum Tier 1 capital ratio of 6.0%, (c) a minimum total capital ratio of 8.0%, and (d) a minimum leverage ratio of 4.0%. 11 Common equity for the common equity tier 1 capital ratio generally includes common stock (plus related surplus), retained earnings, accumulated other comprehensive income (unless an institution elects to exclude such income from regulatory capital), and limited amounts of minority interests in the form of common stock, subject to applicable regulatory adjustments and deductions.
Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. See Item 1C "Cybersecurity" in Part 1 of this Form 10-K. These SEC rules, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.
Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. See Item "ITEM 1C. CYBERSECURITY" in Part 1 of this Annual Report on Form 10-K.
The Company has implemented a clawback policy and it is posted under the “Corporate Overview” tab on the “Governance Documents” page of CBI’s Internet website.
The Company has adopted and implemented a clawback policy, which is included as Exhibit 97 to this Annual Report on Form 10-K and is also posted under the “Corporate Overview” tab on the “Governance Documents” page of CBI’s Internet website.
Maintain Robust Capital and Liquidity Levels 4 The Company’s capital position provides a source of strength and continues to significantly exceed all regulatory capital guidelines as demonstrated by the December 31, 2024, Tier 1 Leverage ratios of the Company and Civista of 8.6 percent and 9.6 percent, respectively. We plan to continue to maintain robust capital reserves.
We also strive to operate more efficiently by incorporating technology into our client offerings. Maintain Robust Capital and Liquidity Levels The Company’s capital position provides a source of strength and continues to significantly exceed all regulatory capital guidelines as demonstrated by the December 31, 2025, Tier 1 Leverage ratios of the Company and Civista of 11.3% and 12.3%, respectively.
This final rule became effective on October 1, 2020. The Company did not utilize the CBLR in assessing capital adequacy and, instead, continued to follow existing capital rules. In December 2018, the federal banking agencies issued a final rule to address regulatory capital treatment of credit loss allowances under the current expected credit loss (“CECL”) model (accounting standard).
In December 2018, the federal banking agencies issued a final rule to address regulatory capital treatment of credit loss allowances under the current expected credit loss (“CECL”) model (accounting standard).
Products and Services We offer a broad range of deposit and loan products and other banking services. These include personal and commercial checking accounts, retirement accounts, money market accounts, time and savings accounts, safe deposit boxes, wire transfers, access to automated teller services, internet banking, ACH origination, telephone banking, and mobile/digital banking.
These include personal and commercial checking accounts, retirement accounts, money market accounts, time and savings accounts, safe deposit boxes, wire transfers, access to automated teller services, internet banking, ACH origination, telephone banking, and mobile/digital banking. Civista also offers remote deposit capture banking for both retail and business customers, providing the ability to electronically scan and transmit checks for deposit.
Although a final rule has not been issued, the Company has undertaken efforts to ensure that the Company’s incentive compensation plans do not encourage inappropriate risks, consistent with the principles identified above.
No final rule implementing this provision of the Dodd-Frank Act has, as of the date of the filing of this Annual Report on Form 10-K, been adopted. Although a final rule has not been issued, the Company has undertaken efforts to ensure that the Company’s incentive compensation plans do not encourage inappropriate risks.
Removed
We also strive to operate more efficiently by incorporating technology into our client offerings.
Added
Acquisition of The Farmers Savings Bank At the close of business on November 6, 2025, Civista closed the previously announced acquisition of The Farmers Savings Bank ("FSB"). The acquisition added approximately $268.1 million of total assets, $106.2 million of total loans and leases, $236.1 million of total deposits, and two branches in Medina and Lorain Counties in Northeast Ohio.
Removed
Civista also offers remote deposit capture banking for both retail and business customers, providing the ability to electronically scan and transmit checks for deposit. Time deposits consist of certificates of deposit, including those held in IRA accounts.
Added
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 remain ongoing.
Removed
The Federal Reserve Board may require a financial or bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice.
Added
Certain of Civista's products and services are being introduced across the legacy FSB customer base, and customer-facing colleagues are focused on both growing and retaining customers.
Removed
In March 2016, the FDIC adopted final rules designed to meet the statutory minimum DRR of 1.35% by September 30, 2020, the deadline imposed by the Dodd-Frank Act. 8 The Dodd-Frank Act requires the FDIC to offset the effect on insured institutions with assets of less than $10 billion of the increase in the statutory minimum DRR to 1.35% from the former statutory minimum of 1.15%.
Added
Technology conversions were completed in mid-February 2026, subsequent to year-end, and did not impact the Company's December 31, 2025 financial statements. 3 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.
Removed
Although the FDIC's rules reduced assessment rates on all banks, they imposed a surcharge on banks with assets of $10 billion or more to be paid until the DRR reached 1.35%. The DRR met the statutory minimum of 1.35% on September 30, 2018.
Added
CBI subsequently closed on the sale of 3,294,120 common shares on July 14, 2025, and the sale of 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.
Removed
As a result, the previous surcharge imposed on banks with assets of $10 billion or more was lifted. In addition, preliminary assessment credits have been determined by the FDIC for banks with assets of less than $10 billion, which had previously contributed to the increase of the DRR to 1.35%.
Added
The aggregate net proceeds from the offering were approximately $75.7 million, after deducting $608 of direct expenses and the underwriting discount of $4.2 million.
Removed
On June 30, 2019, the DRR reached 1.40%, and the FDIC applied credits for banks with assets of less than $10 billion ("small bank credits") beginning September 30, 2019. As of June 30, 2020, the DRR fell below the minimum DRR to 1.30%.
Added
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. Narrative Description of Business General The Company’s primary business is incidental to the subsidiary bank and its subsidiaries.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

38 edited+16 added−7 removed141 unchanged
Biggest changeADVERSE CHANGES IN THE REAL ESTATE MARKET COULD CAUSE INCREASES IN DELINQUENCIES AND NON-PERFORMING ASSETS, INCLUDING ADDITIONAL LOAN CHARGE-OFFS, AND COULD DEPRESS OUR INCOME, EARNINGS AND CAPITAL. At December 31, 2024, approximately 24.8% and 51.9%, respectively, of our loan portfolio was comprised of residential and commercial real estate loans.
Biggest changeA failure to maintain adequate liquidity could have a material adverse effect on our business, financial condition and results of operations. ADVERSE CHANGES IN THE REAL ESTATE MARKET COULD CAUSE INCREASES IN DELINQUENCIES AND NON-PERFORMING ASSETS, INCLUDING ADDITIONAL LOAN CHARGE-OFFS, AND COULD DEPRESS OUR INCOME, EARNINGS AND CAPITAL.
There are many potential factors that could reduce our access to liquidity sources, including higher interest rate environments, tightening fiscal policy, a downturn in the U.S. economy, difficult credit markets or adverse regulatory actions. Our 17 access to deposits may also be affected by the liquidity needs of our depositors.
There are many potential factors that could reduce our access to liquidity sources, including higher interest rate environments, 17 tightening fiscal policy, a downturn in the U.S. economy, difficult credit markets or adverse regulatory actions. Our access to deposits may also be affected by the liquidity needs of our depositors.
Such data breaches could result in us incurring significant expenses to reissue debit cards and cover losses, which could result in a material adverse effect on our results of operations. There can be no assurance that we will not suffer such cyber-attacks or other information security breaches or attempted breaches, incur resulting losses in the future.
Such data breaches could result in us incurring significant expenses to reissue debit cards and cover losses, which could result in a material adverse effect on our results of operations. There can be no assurance that we will not suffer such cyber-attacks or other information security breaches or attempted breaches, or incur resulting losses in the future.
Factors that could impact our trading price include: 26 • our operating and financial results, including how those results vary from the expectations of management, securities analysts and investors; • developments in our business or operations or in the financial sector generally; • future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions; • legislative or regulatory changes affecting our industry generally or our business and operations specifically; • the operating and stock price performance of companies that investors consider to be comparable to us; • announcements of strategic developments, acquisitions and other material events by us or our competitors; • actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; and • other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.
Factors that could impact our trading price include: • our operating and financial results, including how those results vary from the expectations of management, securities analysts and investors; • developments in our business or operations or in the financial sector generally; • future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions; • legislative or regulatory changes affecting our industry generally or our business and operations specifically; • the operating and stock price performance of companies that investors consider to be comparable to us; • announcements of strategic developments, acquisitions and other material events by us or our competitors; • actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; and • other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.
If the Company’s policies, procedures, and systems are deemed deficient, or if the policies, procedures, and systems of the financial institutions that the Company has already acquired or may acquire in the future are deficient, the Company may be subject to liability, including fines and regulatory actions such as restrictions on the Company’s ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain 21 planned business activities, including acquisition plans, which could negatively impact our business, financial condition, and results of operations.
If the Company’s policies, procedures, and systems are deemed deficient, or if the policies, procedures, and systems of the financial institutions that the Company has already acquired or may acquire in the future are deficient, the Company may be subject to liability, including fines and regulatory actions such as restrictions on the Company’s ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain planned business activities, including acquisition plans, which could negatively impact our business, financial condition, and results of operations.
Additionally, regulatory guidance adopted by federal banking regulators addressing how banks select, engage and manage their third-party relationships, affects the circumstances and conditions under which we work with third parties and the cost of managing such relationships. STRONG COMPETITION WITHIN OUR MARKET AREA MAY REDUCE OUR ABILITY TO ATTRACT AND RETAIN DEPOSITS AND ORIGINATE LOANS.
Additionally, regulatory guidance adopted by federal banking regulators addressing how banks select, engage and manage their third-party relationships, affects the circumstances and conditions under which we work with third parties and the cost of managing such relationships. 21 STRONG COMPETITION WITHIN OUR MARKET AREA MAY REDUCE OUR ABILITY TO ATTRACT AND RETAIN DEPOSITS AND ORIGINATE LOANS.
In June 2016, FASB issued a new accounting standard for recognizing current expected credit losses, commonly referred to as CECL. CECL has 25 resulted in earlier recognition of credit losses and requires consideration of not only past and current events but also reasonable and supportable forecasts that affect collectability. The Company adopted CECL effective January 1, 2023.
In June 2016, FASB issued a new accounting standard for recognizing current expected credit losses, commonly referred to as CECL. CECL has resulted in earlier recognition of credit losses and requires consideration of not only past and current events but also reasonable and supportable forecasts that affect collectability. The Company adopted CECL effective January 1, 2023.
New government regulations 27 could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure. CHANGES IN TAX LAWS COULD ADVERSELY AFFECT OUR PERFORMANCE We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, franchise, withholding and ad valorem taxes.
New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure. CHANGES IN TAX LAWS COULD ADVERSELY AFFECT OUR PERFORMANCE We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, franchise, withholding and ad valorem taxes.
We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological changes affecting the financial services industry could negatively affect our growth, revenue and profit. WE ARE SUBJECT TO ENVIRONMENTAL LIABILITY RISK ASSOCIATED WITH CIVISTA’S LENDING ACTIVITIES.
We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological changes affecting the financial services industry could negatively affect our growth, revenue and profit. 28 WE ARE SUBJECT TO ENVIRONMENTAL LIABILITY RISK ASSOCIATED WITH CIVISTA’S LENDING ACTIVITIES.
The Company adopted ASU 2016-13 effective January 1, 2023 and, upon adoption, recognized a one-time cumulative effect adjustment (increase) to the retained earnings upon adoption in the first quarter of 2023 of $6,069. If real estate markets or the economy in general deteriorate, Civista may experience increased delinquencies and credit losses.
The Company adopted ASU 2016-13 effective January 1, 2023 and, upon adoption, recognized a one-time cumulative effect adjustment (increase) to retained earnings in the amount of $6,069 in the first quarter of 2023. If real estate markets or the economy in general deteriorate, Civista may experience increased delinquencies and credit losses.
Any decrease in our borrowers’ ability to repay loans would result in higher levels of nonperforming loans, net charge-offs, and provision for credit losses. 23 Despite maintaining a diversified loan portfolio, in the ordinary course of business, we may have concentrated credit exposure to a particular person or entity, industry, region or counterparty.
Any decrease in our borrowers’ ability to repay loans would result in higher levels of nonperforming loans, net charge-offs, and provision for credit losses. Despite maintaining a diversified loan portfolio, in the ordinary course of business, we may have concentrated credit exposure to a particular person or entity, industry, region or counterparty.
Additions to the allowance for credit losses will result in a decrease in net earnings and capital and could hinder our ability to grow our assets. Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our financial condition and results of operations.
Additions to the allowance for credit losses will result in a decrease in net earnings and capital and could hinder our ability to grow our assets. 22 Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our financial condition and results of operations.
As cyber and other data security threats continue to evolve, we may be required to expend significant additional resources to continue to modify and enhance its protective measures or to investigate and remediate any security vulnerabilities. Our assets at risk for cyber-attacks include financial assets and non-public information belonging to customers.
As cyber and other data security threats continue to evolve, we may be required to expend significant additional resources to continue to modify and enhance its protective measures or to investigate and remediate any security vulnerabilities. 20 Our assets at risk for cyber-attacks include financial assets and non-public information belonging to customers.
Moreover, the Financial Accounting Standards Board ("FASB") has changed its requirements for establishing the allowance for credit losses. On June 16, 2016, the FASB issued Accounting Standard Update ("ASU") 2016-13 "Financial Instruments - Credit Losses", which replaces the incurred loss model with an expected loss model, and is referred to as the current expected credit loss ("CECL") model.
Moreover, the Financial Accounting Standards Board ("FASB") has changed its requirements for establishing the allowance for credit losses. On June 16, 2016, the FASB issued Accounting Standard Update ("ASU") 2016-13 "Financial Instruments - Credit Losses", which replaces the incurred loss model with an expected loss model, and is referred to as the current expected credit loss (or "CECL") model.
The FDIC recently adopted rules revising its assessments in a manner benefiting banks with assets totaling less than $10 billion. There can be no assurance, however, that assessments will not be changed in the future. We are subject to examinations and challenges by tax authorities.
The FDIC recently adopted rules revising its assessments in a manner benefiting banks with assets totaling less than $10 billion. There can be no assurance, however, that assessments will not be changed in the future. 25 We are subject to examinations and challenges by tax authorities.
Excessive 22 loan losses and significant additions to our allowance for credit losses could have a material adverse impact on our financial condition and results of operations. In addition, bank regulators periodically review our allowance for credit losses and may require us to increase our allowance for credit losses or recognize further loan charge-offs.
Excessive loan losses and significant additions to our allowance for credit losses could have a material adverse impact on our financial condition and results of operations. In addition, bank regulators periodically review our allowance for credit losses and may require us to increase our allowance for credit losses or recognize further loan charge-offs.
Negative public opinion could adversely affect our ability to attract and keep customers, could expose us to potential litigation and regulatory action, and could have a material adverse effect on the price of our common shares or result in heightened volatility of our stock price.
Negative public opinion could adversely affect 19 our ability to attract and keep customers, could expose us to potential litigation and regulatory action, and could have a material adverse effect on the price of our common shares or result in heightened volatility of our stock price.
We may incur substantial costs to expand, and we can give no assurance that such expansion will result in the levels of profits we expect. Neither can we assure that integration efforts for any future acquisitions will be successful.
We may also incur substantial costs to expand, and we can give no assurance that such expansion will result in the levels of profits we expect. Neither can we assure that integration efforts for any future acquisitions will be successful.
We cannot predict the effect, if any, that future sales of our common shares or securities convertible into our common shares in the market, or availability of shares of our common shares or securities convertible into our common shares for sale in the market, will have on the market price of our common shares.
We cannot predict the effect, if any, that future sales of our common shares or securities convertible into our 27 common shares in the market, or availability of shares of our common shares or securities convertible into our common shares for sale in the market, will have on the market price of our common shares.
In addition, we may elect to raise additional capital to support business growth and/or to finance acquisitions, if any, or we may otherwise elect or be required to raise additional capital.
In addition, we may elect to raise additional capital to support business growth and/or to finance acquisitions, if any, or we may otherwise elect or be required to raise 26 additional capital.
Conditions such as inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, an increasing federal government budget deficit, the failure of the federal government to raise the federal debt ceiling and/or possible future U.S. government shutdowns over budget disagreements, slowing gross domestic product, tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars, and other factors beyond our control may adversely affect Civista’s deposit levels and composition, the quality of investment securities available for purchase, demand for loans, the ability of Civista’s borrowers to repay their loans, and the value of the collateral securing loans made by Civista.
Conditions such as inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, an increasing federal government budget deficit, the failure of the federal government to raise the federal debt ceiling and/or possible future U.S. government shutdowns over budget disagreements, slowing gross domestic product, threatened or imposed tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements and other changes in the relationship of the U.S. and U.S. global partners, trade wars, and other factors beyond our control may adversely affect Civista’s deposit levels and composition, the quality of investment securities available for purchase, demand for loans, the ability of Civista’s borrowers to repay their loans, and the value of the collateral securing loans made by Civista.
OUR ALLOWANCE FOR CREDIT LOSSES MAY PROVE TO BE INSUFFICIENT TO ABSORB POTENTIAL LOSSES IN OUR LOAN PORTFOLIO. We maintain an allowance for credit losses that we believe is a reasonable estimate of known and inherent losses within the loan portfolio.
OUR ALLOWANCE FOR CREDIT LOSSES MAY PROVE TO BE INSUFFICIENT TO ABSORB POTENTIAL LOSSES IN OUR LOAN PORTFOLIO. We maintain an allowance for credit losses that we believe is a reasonable estimate of expected and inherent losses within the loan portfolio.
The effect on our net interest income from an increase in interest rates will ultimately depend on the extent to which the aggregate impact of loan re-pricings exceeds the impact of increases in our cost of funds.
The effect on our net interest income from an increase in interest rates will ultimately depend on the extent to which the aggregate impact of loan re-pricing exceeds the impact of increases in our cost of funds.
The FDIC collected a special assessment in 2009 to replenish the DIF and also required a prepayment of an estimated amount of future deposit insurance premiums. If the costs of future bank failures increase, the deposit insurance premiums required to be paid by Civista may also increase.
The FDIC collected a special assessment following those events to replenish the DIF and also required a prepayment of an estimated amount of future deposit insurance premiums. If the costs of future bank failures increase, the deposit insurance premiums required to be paid by Civista may also increase.
However, any significant, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. See the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for additional information related to the Company’s interest rate risk.
However, any significant, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. See the discussion under "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK” in Part II of this Annual Report on Form 10-K for additional information related to the Company’s interest rate risk.
WE DEPEND UPON THE ACCURACY AND COMPLETENESS OF INFORMATION ABOUT CUSTOMERS AND OTHER PARTIES. In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information provided to us by customers and other parties, including financial statements and other financial information.
In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information provided to us by customers and other parties, including financial statements and other financial information.
The DIF maintained by the FDIC to resolve bank failures is funded by fees assessed on insured depository institutions. The costs of resolving bank failures increased for a period of time and decreased the DIF.
The DIF maintained by the FDIC to resolve bank failures is funded by fees assessed on insured depository institutions. The costs of resolving bank failures following the 2007-2009 financial crisis and the 2023 failures of Silicon Valley Bank and Signature Bank increased for a period of time and decreased the DIF.
Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. 19 We may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, which may include, for example, computer viruses, cyber-attacks, spikes in transaction volume and/or customer activity, electrical or telecommunications outages, or natural disasters.
We may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, which may include, for example, computer viruses, cyber-attacks, spikes in transaction volume and/or customer activity, electrical or telecommunications outages, or natural disasters.
Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on the operation of an institution and the ability to determine the adequacy of an institution’s allowance for credit losses.
The impact of any changes to laws and regulations or other actions by regulatory agencies could adversely affect our business. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on the operation of an institution and the ability to determine the adequacy of an institution’s allowance for credit losses.
We may not be able to prevent employee errors or misconduct, and the precautions we take to detect this type of activity might not be effective in all cases.
We may not be able to prevent employee errors or misconduct, and the precautions we take to detect this type of activity might not be effective in all cases. Employee errors or misconduct could subject us to civil claims for negligence or regulatory enforcement actions, including fines and restrictions on our business.
Adverse changes in economic conditions both nationally and in the communities we serve may cause deterioration to the value of real estate Civista uses to secure its loans.
At December 31, 2025, approximately 28.9% and 50.0%, respectively, of our loan portfolio was comprised of residential and commercial real estate loans. Adverse changes in economic conditions both nationally and in the communities we serve may cause deterioration to the value of real estate Civista uses to secure its loans.
Employee errors or misconduct could subject us to civil claims for negligence or regulatory enforcement actions, including fines and restrictions on our business. 20 In addition, there have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as customers to initiate wire and automated clearinghouse transactions out of customer accounts.
In addition, increasingly there have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as customers to initiate wire and automated clearinghouse transactions out of customer accounts.
We 24 may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholders. LEGISLATIVE, LEGAL AND REGULATORY RISKS LEGISLATIVE OR REGULATORY CHANGES OR ACTIONS COULD ADVERSELY IMPACT OUR BUSINESS. The financial services industry is extensively regulated.
We may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholders.
ACQUISITIONS OR OTHER EXPANSION MAY ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULT OF OPERATIONS. In the future, we may acquire other financial institutions or branches or assets of other financial institutions. We may also open new branches, enter into new lines of business, or offer new products or services.
ACQUISITIONS OR OTHER EXPANSION MAY ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULT OF OPERATIONS. We have completed various acquisitions of other financial institutions and branches and assets of other financial institutions in the past, including our recent acquisition of FSB. In the future, we may acquire other financial institutions or branches or assets of other financial institutions.
Our ability to retain executive officers and the current management teams will continue to be important to successful implementation of our strategies. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results.
The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results. 23 WE DEPEND UPON THE ACCURACY AND COMPLETENESS OF INFORMATION ABOUT CUSTOMERS AND OTHER PARTIES.
Regulations affecting banks and financial services businesses are undergoing continuous change and management cannot predict the effect of those changes. The impact of any changes to laws and regulations or other actions by regulatory agencies could adversely affect our business.
These laws and regulations are primarily intended for the protection of consumers, depositors, borrowers and the deposit insurance fund, not to benefit our shareholders. Regulations affecting banks and financial services businesses are undergoing continuous change and management cannot predict the effect of those changes.
We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of our operations. These laws and regulations are primarily intended for the protection of consumers, depositors, borrowers and the deposit insurance fund, not to benefit our shareholders.
LEGISLATIVE, LEGAL AND REGULATORY RISKS LEGISLATIVE OR REGULATORY CHANGES OR ACTIONS COULD ADVERSELY IMPACT OUR BUSINESS. The financial services industry is extensively regulated. We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of our operations.
We rely heavily on communications and information systems to conduct our business.
We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems.
Removed
As of December 31, 2024, approximately 15% of our deposits were uninsured, and we rely on these deposits for liquidity. A failure to maintain adequate liquidity could have a material adverse effect on our business, financial condition and results of operations.
Added
RISKS RELATED TO OUR BUSINESS OPERATIONS WE ARE EXPOSED TO OPERATIONAL RISK.
Removed
A transition away from LIBOR as a reference rate for financial contracts could negatively IMPACT our income and expenses and the value of various financial contracts. LIBOR was used extensively in the United States and globally for many years as a benchmark for various commercial and financial contracts, including adjustable rate mortgages, corporate debt, interest rate swaps and other derivatives.
Added
Our ability to retain executive officers and the current management teams will continue to be important to successful implementation of our strategies.
Removed
LIBOR was set based on interest rate information reported by certain banks. In the U.S., as a result of efforts to identify a set of alternative U.S. dollar reference interest rates the Alternative Reference Rate Committee (“ARRC”) recommended the use of a Secured Overnight Funding Rate (“SOFR”) as the set of alternative U.S. dollar reference interest rates.
Added
We may also open new branches, enter into new lines of business, or offer new products or services.
Removed
SOFR is different from LIBOR in that it is a backward looking secured rate rather than a forward looking unsecured rate. These differences could lead to a greater disconnect between our costs to raise funds for SOFR as compared to LIBOR.
Added
In addition, we may fail to realize the anticipated benefits and synergies expected from the FSB acquisition and future acquisitions, which could adversely affect our business, financial condition and results of operations.
Removed
For cash products and loans, ARRC has also recommended Term SOFR, which is a forward looking SOFR based on SOFR futures and may in part reduce differences between SOFR and LIBOR. There are operational issues which may create a delay in the transition to SOFR or other substitute indices, leading to uncertainty across the industry.
Added
The success of the FSB acquisition and any future acquisitions will depend, in significant part, on our ability to successfully integrate the acquired business, grow our revenue and realize the anticipated strategic benefits and synergies from the combination. However, achieving these goals requires, among other things, realization of targeted cost synergies.
Removed
These consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked securities, loans, and other financial obligations or extensions of credit.
Added
This growth and the anticipated benefits of the transaction may not be realized fully, or at all, or may take longer to realize than expected. Actual operating, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated.
Removed
The Company’s primary exposure to LIBOR was related to its promissory notes with borrowers, swap contracts with clients and offsetting swap contracts with third parties related to the swap contracts with clients. As of July 2023, all promissory notes and swap contracts were transitioned to SOFR. RISKS RELATED TO OUR BUSINESS OPERATIONS WE ARE EXPOSED TO OPERATIONAL RISK.
Added
If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the FSB acquisition and any future acquisitions within the anticipated timing or at all, our business, financial condition and results of operations may be adversely affected.
Added
If we do not appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, we may 24 be unable to accurately report our financial results and the market price of our securities may be adversely affected. We are subject to reporting obligations under the U.S. securities laws.
Added
The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting.
Added
Such internal controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. During 2024 and 2025, we made the decision to make greater investments in our finance department, which included the hiring of a Chief Financial Officer.
Added
During that period, we experienced turnover in our accounting and financial reporting staff and function, which was addressed by making further investments in talent. We continued to integrate our more recent acquisition such as CLF, a division of Civista Bank, which we acquired in the fourth quarter of 2022.
Added
During 2025, we implemented a conversion of CLF’s legacy software system to a new core operating system, which resulted in the recognition of certain one-time nonrecurring items in our financial statements for the second quarter of 2025.
Added
As we continue to grow our business, implement our strategic plan and integrate any businesses we acquire, such as FSB, we may continue to seek to enhance our talent, policies and procedures across the Company, which may result in changes to and enhancements and remediation of certain of our internal controls, including our internal control over financial reporting.
Added
If we fail to maintain effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level.
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Similarly, if any material weaknesses in the Company’s internal controls are identified in the future and are not fully remediated, those material weaknesses could cause the Company to be unable to accurately report its financial results, reduce the market’s confidence in its financial statements, negatively impact the trading price of our securities and subject the Company to sanctions or investigations by the SEC or other regulatory authorities.
Added
In addition, the Company’s common shares may not be able to remain quoted on The Nasdaq Capital Market or any other securities quotation service or exchange. As of December 31, 2025, management concluded that the Company maintained effective internal controls over financial reporting and that no material weaknesses were identified.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese programs and controls align with Federal Financial Institutions Examination Council guidelines and standards. While we do not believe that our business strategy, results of operations or financial condition have been materially adversely affected by any cybersecurity incidents, cybersecurity threats are present and similar to other financial institutions.
Biggest changeThese programs and controls align with Federal Financial Institutions Examination Council guidelines and standards. As of the date of this filing, the Company has not experienced any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, the Company's business strategy, results of operations, or financial condition.
Item 1C. Cybersecurity The Company understands that security of our banking operations is critical to protecting our customers, maintaining our reputation and preserving the value of the Company. The Company is focused on addressing cybersecurity risks on confidentiality, integrity, and the availability of the information the Company collects, transmits and stores by 28 identifying, preventing, and mitigating cybersecurity risks.
Item 1C. Cybersecurity The Company understands that security of our banking operations is critical to protecting our customers, maintaining our reputation and preserving the value of the Company. The Company is focused on addressing cybersecurity risks on confidentiality, integrity, and the availability of the information the Company collects, transmits and stores by identifying, preventing, and mitigating cybersecurity risks.
We continue to assess the risks and threats in the cyber environment, invest in enhancements to our cybersecurity capabilities, and engage in industry and government forums to promote advancements in our cybersecurity collaboration and capabilities.
We continue to assess the 29 risks and threats in the cyber environment, invest in enhancements to our cybersecurity capabilities, and engage in industry and government forums to promote advancements in our cybersecurity collaboration and capabilities.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeCivista also owns branch banking offices in the following Ohio and Indiana communities: Sandusky (2), Norwalk (2), Berlin Heights, Willard, Castalia, Port Clinton, New Washington, Shelby (2), Greenwich, Plymouth, Shiloh, Dublin, Plain City, Russells Point, Urbana (2), Dayton (2), Quincy, Napoleon (2), Malinta, Holgate, Liberty Center, Lawrenceburg (3), Aurora, West Harrison, Milan, Osgood and Versailles.
Biggest changeCivista also owns branch banking offices in the following Ohio and Indiana communities: Sandusky (2), Norwalk (2), Berlin Heights, Willard, Castalia, Port Clinton, New Washington, Shelby (2), Greenwich, Plymouth, Shiloh, Dublin, Plain City, Russells Point, Urbana (2), Dayton (2), Quincy, Napoleon (2), Malinta, Holgate, Liberty Center, Lawrenceburg (3), Aurora, West Harrison, Milan, Osgood, Versailles, Spencer, and Wellington.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, based on current knowledge and after consultation with legal counsel, management believes that any damages or 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 the Company. Item 4. Mine Saf ety Disclosures Not Applicable 29 PART II
Biggest changeHowever, based on current knowledge and after consultation with legal counsel, management believes that any damages or 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 the Company. Item 4. Mine Saf ety Disclosures Not Applicable 30 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of December 31, 2024, a total of 84,230 common shares had been repurchased for an aggregate purchase price of $1,496,777 under this repurchase program. Shareholder Return Performance Set forth below is a line graph comparing the five-year cumulative return of the common shares of Civista Bancshares, Inc.
Biggest changeAn aggregate of $12,003,223 of common shares remained available for purchase under this program as of December 31, 2025. Shareholder Return Performance Set forth below is a line graph comparing the five-year cumulative return of the common shares of Civista Bancshares, Inc.
The comparative indices were obtained from S&P Global Market Intelligence. 30 Annual Report on Form 10-K A copy of the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, will be furnished, free of charge, to shareholders, upon written request to Lance A.
The comparative indices were obtained from S&P Global Market Intelligence. 31 Annual Report on Form 10-K A copy of the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, will be furnished, free of charge, to shareholders, upon written request to Lance A.
The following table details repurchases by the Company and purchases by "affiliated purchasers" as defined in Rule 10b-18(a)(3) under the Exchange Act of the Company's common shares during the fourth quarter of 2024.
The following table details repurchases by the Company and purchases by "affiliated purchasers" as defined in Rule 10b-18(a)(3) under the Exchange Act of the Company's common shares during the fourth quarter of 2025.
(ticker symbol CIVB), based on an initial investment of $100 on December 31, 2019, and assuming reinvestment of dividends, with the cumulative return of the Standard & Poor’s 500 Index, and the S&P U.S. BMI Banks Index.
(ticker symbol CIVB), based on an initial investment of $100 on December 31, 2020, and assuming reinvestment of dividends, with the cumulative return of the Standard & Poor’s 500 Index, and the S&P U.S. BMI Banks Index.
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities As of February 18, 2025, there were approximately 1,651 shareholders of record (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms) of the Company’s common shares.
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities As of February 18, 2026, there were approximately 1,602 shareholders of record (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms) of the Company’s common shares.
Information regarding the restrictions applicable to the Company’s payment of dividends is included under Item 1 of this Annual Report on Form 10-K and is incorporated herein by reference.
Information regarding the restrictions applicable to the Company’s payment of dividends is included under "ITEM 1. BUSINESS" in Part I of this Annual Report on Form 10-K and is incorporated herein by reference.
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 that May Yet Be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 — $ — $ — $ 12,003,223 November 1, 2024 - November 30, 2024 — — — — December 1, 2024 - December 31, 2024 — — — — Total — $ — — $ 12,003,223 On April 18, 2023, the Company announced a common share repurchase program pursuant to which the Company is authorized to repurchase a maximum aggregate value of $13,500,000 of its outstanding common shares through April 25, 2025.
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 that May Yet Be Purchased Under the Plans or Programs October 1, 2025 - October 31, 2025 — $ — $ — $ 12,003,223 November 1, 2025 - November 30, 2025 — — — $ 12,003,223 December 1, 2025 - December 31, 2025 — — — $ 12,003,223 Total — $ — — $ 12,003,223 On April 15, 2025, the Company announced a new common share repurchase program to which the Company is authorized to repurchase a maximum aggregate value of $13.5 million of its outstanding common shares through April 16, 2026.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeComparison of Results of Operations for the Years Ended December 31, 2023 and December 31, 2022 A discussion regarding our financial condition and results of operations for the year ended December 31, 2023 and year-to-year comparisons between 2023 and 2022, which are not included in this Annual Report on Form 10-K, can be found under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and are incorporated by reference herein. 40 Changes in Interest Income and Interest Expense Resulting from Changes in Volume and Changes in Rate The following table sets forth, for the periods indicated, a summary of the changes in interest income and interest expense resulting from changes in volume and changes in rate (Amounts in thousands): Increase (decrease) due to: Volume (1) Rate (1) Net 2024 compared to 2023 Interest income: Loans $ 15,926 $ 6,897 $ 22,823 Taxable securities (308 ) 1,229 921 Nontaxable securities 40 151 191 Interest-bearing deposits in other banks (45 ) 71 26 Total interest income $ 15,613 $ 8,348 $ 23,961 Interest expense: Savings and interest-bearing demand accounts $ 413 $ 13,751 $ 14,164 Certificates of deposit 17,450 432 17,882 Short-term Federal Home Loan Bank advances 3,258 700 3,958 Long-term Federal Home Loan Bank advances (23 ) (1 ) (24 ) Securities sold under repurchase agreements (4 ) — (4 ) Federal funds purchased (5 ) (1 ) (6 ) Other borrowings (5,033 ) 1,728 (3,305 ) Subordinated debentures 7 75 82 Total interest expense $ 16,063 $ 16,684 $ 32,747 Net interest income $ (450 ) $ (8,336 ) $ (8,786 ) 2023 compared to 2022 Interest income: Loans $ 22,820 $ 29,882 $ 52,702 Taxable securities 1,106 1,489 2,595 Nontaxable securities 896 527 1,423 Interest-bearing deposits in other banks (1,651 ) 1,510 (141 ) Total interest income $ 23,171 $ 33,408 $ 56,579 Interest expense: Savings and interest-bearing demand accounts $ (70 ) $ 6,317 $ 6,247 Certificates of deposit 6,014 17,654 23,668 Short-term Federal Home Loan Bank advances 10,767 1,160 11,927 Long-term Federal Home Loan Bank advances (710 ) 266 (444 ) Securities sold under repurchase agreements (6 ) (1 ) (7 ) Federal funds purchased — — — Other borrowings 5 1,063 1,068 Subordinated debentures (978 ) (194 ) (1,172 ) Total interest expense $ 15,022 $ 26,265 $ 41,287 Net interest income $ 8,149 $ 7,143 $ 15,292 (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. 41 Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential The following table sets forth, for the years ended December 31, 2024, 2023 and 2022, the distribution of assets, including interest amounts and average rates of major categories of interest-earning assets and noninterest-earning assets (Amounts in thousands): 2024 2023 2022 Assets Average balance Interest Yield/ rate Average balance Interest Yield/ rate Average balance Interest Yield/ rate Interest-earning assets: Loans (1)(2)(3)(5) $ 2,984,912 $ 183,578 6.15 % $ 2,722,797 $ 160,755 5.90 % $ 2,286,928 $ 108,053 4.72 % Taxable securities (4) 357,255 12,639 3.18 % 363,972 11,718 2.88 % 341,600 9,123 2.49 % Non-taxable securities (4)(5) 291,833 9,473 3.85 % 282,678 9,282 3.79 % 263,981 7,859 3.56 % Interest-bearing deposits in other banks 20,580 1,005 4.87 % 21,551 979 4.54 % 146,849 1,120 0.76 % Total interest earning assets 3,654,580 206,695 5.62 % 3,390,998 182,734 5.35 % 3,039,358 126,155 4.16 % Noninterest-earning assets: Cash and due from financial institutions 34,494 39,219 84,777 Premises and equipment, net 52,230 58,456 34,577 Accrued interest receivable 13,349 11,499 8,650 Intangible assets 134,273 133,626 96,492 Other assets 57,879 63,152 50,765 Bank owned life insurance 62,349 54,211 50,076 Less allowance for credit losses (39,498 ) (33,814 ) (27,721 ) Total $ 3,969,656 $ 3,717,347 $ 3,336,974 (1) For purposes of these computations, the daily average loan amounts outstanding are net of unearned income and include loans held for sale.
Biggest changeMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in Part II of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and are incorporated by reference herein. 41 Changes in Interest Income and Interest Expense Resulting from Changes in Volume and Changes in Rate The following table sets forth, for the periods indicated, a summary of the changes in interest income and interest expense resulting from changes in volume and changes in rate (Amounts in thousands): Increase (decrease) due to: Volume (1) Rate (1) Net 2025 compared to 2024 Interest income: Loans $ 9,660 $ 2,231 $ 11,891 Taxable securities 1,344 983 2,327 Nontaxable securities (201 ) 61 (140 ) Interest-bearing deposits in other banks 358 (146 ) 212 Total interest income $ 11,161 $ 3,129 $ 14,290 Interest expense: Savings and interest-bearing demand accounts $ 2,140 $ (1,010 ) $ 1,130 Certificates of deposit 2,738 (5,475 ) (2,737 ) Short-term Federal Home Loan Bank advances (2,258 ) (3,209 ) (5,467 ) Long-term Federal Home Loan Bank advances (18 ) 5 (13 ) Securities sold under repurchase agreements — — — Federal funds purchased — — — Other borrowings (256 ) 54 (202 ) Subordinated debentures 7 (301 ) (294 ) Total interest expense $ 2,353 $ (9,936 ) $ (7,583 ) Net interest income $ 8,808 $ 13,065 $ 21,873 2024 compared to 2023 Interest income: Loans $ 15,926 $ 6,897 $ 22,823 Taxable securities (308 ) 1,229 921 Nontaxable securities 40 151 191 Interest-bearing deposits in other banks (45 ) 71 26 Total interest income $ 15,613 $ 8,348 $ 23,961 Interest expense: Savings and interest-bearing demand accounts $ 413 $ 13,751 $ 14,164 Certificates of deposit 17,450 432 17,882 Short-term Federal Home Loan Bank advances 3,258 700 3,958 Long-term Federal Home Loan Bank advances (23 ) (1 ) (24 ) Securities sold under repurchase agreements (4 ) — (4 ) Federal funds purchased (5 ) (1 ) (6 ) Other borrowings (5,033 ) 1,728 (3,305 ) Subordinated debentures 7 75 82 Total interest expense $ 16,063 $ 16,684 $ 32,747 Net interest income $ (450 ) $ (8,336 ) $ (8,786 ) (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. 42 Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential The following table sets forth, for the years ended December 31, 2025, 2024 and 2023, the distribution of assets, including interest amounts and average rates of major categories of interest-earning assets and noninterest-earning assets (Amounts in thousands): 2025 2024 2023 Assets Average balance Interest Yield/ rate Average balance Interest Yield/ rate Average balance Interest Yield/ rate Interest-earning assets: Loans (1)(2)(3)(5) $ 3,140,457 $ 195,469 6.22 % $ 2,984,912 $ 183,578 6.15 % $ 2,722,797 $ 160,755 5.90 % Taxable securities (4) 403,185 14,966 3.42 % 357,255 12,639 3.18 % 363,972 11,718 2.88 % Non-taxable securities (4)(5) 280,978 9,333 3.87 % 291,833 9,473 3.85 % 282,678 9,282 3.79 % Interest-bearing deposits in other banks 28,729 1,217 4.24 % 20,580 1,005 4.87 % 21,551 979 4.54 % Total interest earning assets 3,853,349 220,985 5.71 % 3,654,580 206,695 5.62 % 3,390,998 182,734 5.35 % Noninterest-earning assets: Cash and due from financial institutions 39,773 34,494 39,219 Premises and equipment, net 43,618 52,230 58,456 Accrued interest receivable 14,025 13,349 11,499 Intangible assets 134,399 134,273 133,626 Other assets 63,100 57,879 63,152 Bank owned life insurance 58,129 62,349 54,211 Less allowance for credit losses (40,611 ) (39,498 ) (33,814 ) Total $ 4,165,782 $ 3,969,656 $ 3,717,347 (1) For purposes of these computations, the daily average loan amounts outstanding are net of unearned income and include loans held for sale.
The BASEL III regulatory capital rules and regulations also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of at least 2.5 percent composed of CET1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5 percent at the beginning of the quarter.
The BASEL III regulatory capital rules and regulations also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of at least 2.5% composed of CET1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Amounts in thousands, except per share data) General The following paragraphs more fully discuss the significant highlights, changes and trends as they relate to the Company’s financial condition, results of operations, liquidity and capital resources as of December 31, 2024 and 2023, and during the three-year period ended December 31, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Amounts in thousands, except per share data) General The following paragraphs more fully discuss the significant highlights, changes and trends as they relate to the Company’s financial condition, results of operations, liquidity and capital resources as of December 31, 2025 and 2024, and during the three-year period ended December 31, 2025.
(2) Net interest margin is calculated by dividing tax-equivalent adjusted net interest income by average interest-earning assets. 43 Liquidity and Capital Resources Civista maintains a conservative liquidity position. All securities, with the exception of equity securities, are classified as available for sale.
(2) Net interest margin is calculated by dividing tax-equivalent adjusted net interest income by average interest-earning assets. 44 Liquidity and Capital Resources Civista maintains a conservative liquidity position. All securities, with the exception of equity securities, are classified as available for sale.
The determination of the balance of the allowance for credit losses is based on the CECL methodology and utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity 34 securities and other receivables at the time the financial asset is originated or acquired.
The determination of the balance of the allowance for credit losses is based on the CECL methodology and utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity 35 securities and other receivables at the time the financial asset is originated or acquired.
Refer to “Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential” and “Changes in Interest Income and Interest Expense Resulting from Changes in Volume and Changes in Rate” on pages 43 through 44 for further analysis of the impact of changes in interest-bearing assets and liabilities on the Company’s net interest income.
Refer to “Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential” and “Changes in Interest Income and Interest Expense Resulting from Changes in Volume and Changes in Rate” on pages 42 through 44 for further analysis of the impact of changes in interest-bearing assets and liabilities on the Company’s net interest income.
Efforts are continually made to analyze each segment of the loan portfolio and quantify risk to assure that reserves are appropriate for each segment and the overall portfolio. Management specifically evaluates loans that are indivdually evaluated, which includes restructured loans, to estimate potential loss.
Efforts are continually made to analyze each segment of the loan portfolio and quantify risk to assure that reserves are appropriate for each segment and the overall portfolio. Management specifically evaluates loans that are individually evaluated, which includes restructured loans, to estimate potential loss.
Maturities and Sensitivities of Loans to Changes in Interest Rates The following table shows the amount of Commercial and Agriculture, Commercial Real Estate, Residential Real Estate, Real Estate Construction, Farm Real Estate, Lease financing receivables and Consumer and Other Loans outstanding as of December 31, 2024, which, based on the contract terms for repayments of principal, are due in the periods indicated.
Maturities and Sensitivities of Loans to Changes in Interest Rates 33 The following table shows the amount of Commercial and Agriculture, Commercial Real Estate, Residential Real Estate, Real Estate Construction, Farm Real Estate, Lease financing receivables and Consumer and Other Loans outstanding as of December 31, 2025, which, based on the contract terms for repayments of principal, are due in the periods indicated.
The following table sets forth the maturities of securities at December 31, 2024 and the weighted average yields of such debt securities. Maturities are reported based on stated maturities and do not reflect principal prepayment assumptions.
The following table sets forth the maturities of securities at December 31, 2025 and the weighted average yields of such debt securities. Maturities are reported based on stated maturities and do not reflect principal prepayment assumptions.
Allocation of Allowance for Credit Losses The following tables allocate the allowance for credit losses at December 31, 2024, 2023, and 2022, to each loan category.
Allocation of Allowance for Credit Losses The following tables allocate the allowance for credit losses at December 31, 2025, 2024, and 2023, to each loan category.
(2) Included in loan interest income are loan fees of $2,952 in 2024, $2,960 in 2023 and $2,024 in 2022. (3) Non-accrual loans are included in loan totals and do not have a material impact on the analysis presented. (4) Average balance is computed using the carrying value of securities.
(2) Included in loan interest income are loan fees of $1,928 in 2025, $2,952 in 2024 and $2,960 in 2023. (3) Non-accrual loans are included in loan totals and do not have a material impact on the analysis presented. (4) Average balance is computed using the carrying value of securities.
Net unrealized losses totaled $61,991 at December 31, 2024 compared to net unrealized losses of $54,620 at December 31, 2023. The change in unrealized losses is primarily due to changes in market interest rates. Note 3 to the Consolidated Financial Statements provides additional information on unrealized gains and losses.
Net unrealized losses totaled $45,033 at December 31, 2025 compared to net unrealized losses of $61,991 at December 31, 2024. The change in unrealized losses is primarily due to changes in market interest rates. Note 3 to the Consolidated Financial Statements provides additional information on unrealized gains and losses.
The allowance has been allocated according to the amount deemed to be reasonably necessary to provide for expected lifetime credit losses within the following categories of loans at the dates indicated. 2024 2023 Allowance Percentage of loans to total loans Allowance Percentage of loans to total loans (Dollars in thousands) Commercial & Agriculture $ 6,586 10.8 % $ 7,587 10.6 % Commercial Real Estate—Owner Occupied 4,327 12.1 % 4,723 13.2 % Commercial Real Estate—Non-Owner Occupied 11,404 39.8 % 12,056 40.6 % Real Estate Mortgage 11,866 24.8 % 8,489 23.1 % Real Estate Construction 3,708 9.9 % 3,388 9.1 % Farm Real Estate 226 0.7 % 260 0.9 % Lease financing receivables 1,361 1.5 % 297 1.9 % Consumer and Other 191 0.4 % 341 0.6 % Unallocated — — 19 — $ 39,669 100.0 % $ 37,160 100.0 % 2022 Allowance Percentage of loans to total loans (Dollars in thousands) Commercial & Agriculture $ 3,011 10.9 % Commercial Real Estate—Owner Occupied 4,565 14.5 % Commercial Real Estate—Non-Owner Occupied 14,138 40.0 % Real Estate Mortgage 3,145 21.7 % Real Estate Construction 2,293 9.6 % Farm Real Estate 291 1.0 % Lease financing receivables 429 1.5 % Consumer and Other 98 0.8 % Unallocated 541 — $ 28,511 100.0 % Civista measures the adequacy of the allowance for credit losses by using the CECL methodology and utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and other receivables at the time the financial asset is originated or acquired.
The allowance has been allocated according to the amount deemed to be reasonably necessary to provide for expected lifetime credit losses within the following categories of loans at the dates indicated. 2025 2024 Allowance Percentage of loans to total loans Allowance Percentage of loans to total loans (Dollars in thousands) Commercial & Agriculture $ 5,153 9.4 % $ 6,586 10.8 % Commercial Real Estate—Owner Occupied 4,420 11.8 % 4,327 12.1 % Commercial Real Estate—Non-Owner Occupied 12,118 37.9 % 11,404 39.8 % Real Estate Mortgage 14,718 28.9 % 11,866 24.8 % Real Estate Construction 3,842 8.7 % 3,708 9.9 % Farm Real Estate 279 1.2 % 226 0.7 % Lease financing receivables 1,169 1.1 % 1,361 1.5 % Consumer and Other 321 1.0 % 191 0.4 % $ 42,020 100.0 % $ 39,669 100.0 % 2023 Allowance Percentage of loans to total loans (Dollars in thousands) Commercial & Agriculture $ 7,587 10.6 % Commercial Real Estate—Owner Occupied 4,723 13.2 % Commercial Real Estate—Non-Owner Occupied 12,056 40.6 % Real Estate Mortgage 8,489 23.1 % Real Estate Construction 3,388 9.1 % Farm Real Estate 260 0.9 % Lease financing receivables 297 1.9 % Consumer and Other 341 0.6 % Unallocated 19 — $ 37,160 100.0 % Civista measures the adequacy of the allowance for credit losses by using the CECL methodology and utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and other receivables at the time the financial asset is originated or acquired.
Provision and Allowance for Credit Losses The Company’s policy is to maintain the allowance for credit losses at a level sufficient to provide for probable future losses in the current portfolio. Management believes the analysis of the allowance for credit losses supported a reserve of $39,669 at December 31, 2024.
Provision and Allowance for Credit Losses The Company’s policy is to maintain the allowance for credit losses at a level sufficient to provide for probable future losses in the current portfolio. Management believes the analysis of the allowance for credit losses supported a reserve of $42,020 at December 31, 2025.
The Consolidated Statements of Cash Flows contained in the Consolidated Financial Statements detail the Company’s cash flows from operating activities resulting from net earnings. Net cash provided by operating activities was $48,246, $62,698 and $25,183 for 2024, 2023 and 2022, respectively.
The Consolidated Statements of Cash Flows contained in the Consolidated Financial Statements detail the Company’s cash flows from operating activities resulting from net earnings. Net cash provided by operating activities was $43,273, $48,246 and $62,698 for 2025, 2024 and 2023, respectively.
Comparison of Results of Operations for the Years Ended December 31, 2024 and December 31, 2023 Net Income The Company’s net income for the year ended December 31, 2024 was $31,683, compared to $42,964 for the year ended December 31, 2023. The change in net income was the result of the items discussed in the following sections.
Comparison of Results of Operations for the Years Ended December 31, 2025 and December 31, 2024 Net Income The Company’s net income for the year ended December 31, 2025 was $46,212, compared to $31,683 for the year ended December 31, 2024. The change in net income was the result of the items discussed in the following sections.
Fair Value of Financial Instruments The Company has disclosed the fair value of its financial instruments at December 31, 2024 and 2023 in Note 17 to the Consolidated Financial Statements. The fair value of loans at December 31, 2024 was 96.0% of the carrying value compared to 94.9% at December 31, 2023.
Fair Value of Financial Instruments The Company has disclosed the fair value of its financial instruments at December 31, 2025 and 2024 in Note 17 to the Consolidated Financial Statements. The fair value of loans at December 31, 2025 was 97.1% of the carrying value compared to 96.0% at December 31, 2024.
Of this total, $192,035 consisted of pass-through securities issued by the Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), and Government National Mortgage Association (“GNMA”), and the remaining $33,526 of these securities were collateralized by mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA.
Of this total, $179,938 consisted of pass-through securities issued by the Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), and Government National Mortgage Association (“GNMA”), and the remaining $116,155 of these securities were collateralized by mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA.
The fair value of time deposits at December 31, 2024 was 100.4% of the carrying value compared to 99.8% at December 31, 2023. Changes in fair value were primarily due to changes in the discount values used to measure fair value. 45
The fair value of time deposits at December 31, 2025 was 100.2% of the carrying value compared to 100.4% at December 31, 2024. Changes in fair value were primarily due to changes in the discount values used to measure fair value. 46
At December 31, 2024, securities with maturities of one year or less totaled $3,227, or 0.5% of the total securities portfolio. The available for sale portfolio helps to provide Civista with the ability to meet its funding needs.
At December 31, 2025, securities with maturities of one year or less totaled $25,257, or 3.7% of the total securities portfolio. The available for sale portfolio helps to provide Civista with the ability to meet its funding needs.
Evaluation of such requests includes a review of the borrower’s credit history, the collateral securing the loan and the purpose for such request. 33 Analysis of the Allowance for Credit Losses The following table shows the daily average loan balances and changes in the allowance for credit losses for the years indicated. 2024 2023 2022 (Dollars in thousands) Total loans outstanding $ 3,081,230 $ 2,861,727 $ 2,648,281 Allowance for credit losses at year end 39,669 37,160 28,511 Loans accounted for on a nonaccrual basis 30,950 12,467 6,507 Allowance for credit losses to total loans outstanding 1.29 % 1.30 % 1.08 % Nonaccrual loans to total loans outstanding 1.00 % 0.44 % 0.25 % Allowance for credit losses to nonaccrual loans 128.17 % 298.07 % 438.16 % Average loans outstanding: Commercial & Agriculture 310,770 276,438 236,315 Commercial Real Estate—Owner Occupied 374,965 372,214 322,132 Commercial Real Estate—Non-Owner Occupied 1,198,569 1,086,895 896,562 Real Estate Mortgage 721,379 588,739 511,973 Real Estate Construction 286,264 254,429 179,183 Farm Real Estate 24,279 24,250 24,388 Lease financing receivables 53,392 44,014 8,382 Consumer and Other 15,294 10,651 20,147 Loan participations sold, reflected as secured borrowings — 65,167 87,846 Total average loans outstanding 2,984,912 2,722,797 2,286,928 Net charge-offs (recoveries): Commercial & Agriculture 1,942 1,122 (2 ) Commercial Real Estate—Owner Occupied — (15 ) (42 ) Commercial Real Estate—Non-Owner Occupied 654 (46 ) (74 ) Real Estate Mortgage (114 ) (116 ) (66 ) Real Estate Construction (12 ) (37 ) (4 ) Farm Real Estate — — (6 ) Lease financing receivables 861 — 23 Consumer and Other 45 72 53 Total net charge-offs (recoveries) 3,376 980 (118 ) Ratio of net charge-offs (recoveries) during the year to average loans outstanding: Commercial & Agriculture 0.62 % 0.41 % (0.00 )% Commercial Real Estate—Owner Occupied — (0.00 )% (0.01 )% Commercial Real Estate—Non-Owner Occupied 0.05 % (0.00 )% (0.01 )% Real Estate Mortgage (0.02 )% (0.02 )% (0.01 )% Real Estate Construction (0.00 )% (0.01 )% (0.00 )% Farm Real Estate — — (0.02 )% Lease financing receivables 1.61 % — 0.27 % Consumer and Other 0.29 % 0.11 % 0.06 % Total net charge-offs (recoveries) 0.11 % 0.04 % (0.01 )% The amount of net charge-offs fluctuates from year to year due to factors relating to the condition of the general economy, decline in market values of collateral and deterioration of specific businesses.
Evaluation of such requests includes a review of the borrower’s credit history, the collateral securing the loan and the purpose for such request. 34 Analysis of the Allowance for Credit Losses The following table shows the daily average loan balances and changes in the allowance for credit losses for the years indicated. 2025 2024 2023 (Dollars in thousands) Total loans outstanding $ 3,270,046 $ 3,081,230 $ 2,861,727 Allowance for credit losses at year end 42,020 39,669 37,160 Loans accounted for on a nonaccrual basis 30,834 30,950 12,467 Allowance for credit losses to total loans outstanding 1.28 % 1.29 % 1.30 % Nonaccrual loans to total loans outstanding 0.94 % 1.00 % 0.44 % Allowance for credit losses to nonaccrual loans 136.28 % 128.17 % 298.07 % Average loans outstanding: Commercial & Agriculture 322,011 310,770 276,438 Commercial Real Estate—Owner Occupied 380,242 374,965 372,214 Commercial Real Estate—Non-Owner Occupied 1,241,106 1,198,569 1,086,895 Real Estate Mortgage 825,332 721,379 588,739 Real Estate Construction 287,717 286,264 254,429 Farm Real Estate 25,743 24,279 24,250 Lease financing receivables 45,029 53,392 44,014 Consumer and Other 13,277 15,294 10,651 Loan participations sold, reflected as secured borrowings — — 65,167 Total average loans outstanding 3,140,457 2,984,912 2,722,797 Net charge-offs (recoveries): Commercial & Agriculture 826 1,942 1,122 Commercial Real Estate—Owner Occupied (1 ) — (15 ) Commercial Real Estate—Non-Owner Occupied 1,347 654 (46 ) Real Estate Mortgage (41 ) (114 ) (116 ) Real Estate Construction — (12 ) (37 ) Farm Real Estate — — — Lease financing receivables 1,005 861 — Consumer and Other (6 ) 45 72 Total net charge-offs (recoveries) 3,130 3,376 980 Ratio of net charge-offs (recoveries) during the year to average loans outstanding: Commercial & Agriculture 0.26 % 0.62 % 0.41 % Commercial Real Estate—Owner Occupied (0.00 )% — (0.00 )% Commercial Real Estate—Non-Owner Occupied 0.11 % 0.05 % (0.00 )% Real Estate Mortgage (0.00 )% (0.02 )% (0.02 )% Real Estate Construction — (0.00 )% (0.01 )% Farm Real Estate — — — Lease financing receivables 2.23 % 1.61 % — Consumer and Other (0.05 )% 0.29 % 0.11 % Total net charge-offs (recoveries) 0.10 % 0.11 % 0.04 % The amount of net charge-offs fluctuates from year to year due to factors relating to the condition of the general economy, decline in market values of collateral and deterioration of specific businesses.
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. Individually evaluated loans or portions thereof are charged-off when deemed uncollectible. Noninterest Income Noninterest income increased $585, or 1.6%, to $37,748 for the year ended December 31, 2024, from $37,163 for the comparable 2023 period.
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. Individually evaluated loans or portions thereof are charged-off when deemed uncollectible. Noninterest Income Noninterest income decreased $3,781, or 10.0%, to $33,967 for the year ended December 31, 2025, from $37,748 for the comparable 2024 period.
Management analyzes each individually evaluated commercial and commercial real estate loan relationship with a balance of $350 or larger, on an individual basis and when it is in nonaccrual status or when an analysis of the borrower’s operating results and financial condition indicates that underlying cash flows are not adequate to meet its debt service requirements.
The composition and overall level of the loan portfolio and charge-off activity are also factors used to determine the amount of the allowance for credit losses. 40 Management analyzes each individually evaluated commercial and commercial real estate loan relationship with a balance of $350 or larger, on an individual basis and when it is in nonaccrual status or when an analysis of the borrower’s operating results and financial condition indicates that underlying cash flows are not adequate to meet its debt service requirements.
Tier 1 capital includes common equity as defined for the CET1 risk-based capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not permitted going forward), and limited amounts of minority interests in the form of additional Tier 1 capital instruments, less certain deductions.
Tier 1 capital includes common equity as defined for the CET1 risk-based capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not permitted going forward), and limited amounts of minority interests in the form of additional Tier 1 capital instruments, less certain deductions. 45 Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for credit losses, subject to certain eligibility criteria, less applicable deductions.
Income tax expense as a percentage of pre-tax income was 13.4% in 2024 compared to 15.1% in 2023. A lower federal effective tax rate than the statutory rate of 21% in 2024 and 2023 is primarily due to tax-exempt interest income from state and municipal investments, municipal loans, income from BOLI and low income housing tax credits.
A lower federal effective tax rate than the statutory rate of 21% in 2025 and 2024 is primarily due to tax-exempt interest income from state and municipal investments, municipal loans, income from BOLI and low income housing tax credits.
The Company repurchased 8,262 common shares pursuant to its stock repurchase program announced on May 8, 2023, pursuant to which the Company is authorized to repurchase a maximum aggregate value of $13,500 of the Company’s common shares until May 2, 2024.
The Company repurchased 8,182 common shares pursuant to its stock repurchase program announced on April 15, 2025, pursuant to which the Company is authorized to repurchase a maximum aggregate value of $13,500 of the Company’s common shares until April 16, 2026.
As of December 31, 2024, Civista had total credit availability with the FHLB of $839,034, of which $370,133 was available. On a separate entity basis, CBI’s primary source of funds is dividends paid by its subsidiaries, primarily by Civista.
As of December 31, 2025, Civista had total credit capacity with the FHLB of $1,004,533, of which $695,978 was available. On a separate entity basis, CBI’s primary source of funds is dividends paid by its subsidiaries, primarily by Civista.
(5) Yield/Rate is calculated using the tax-equivalent adjustment of 21% for 2024, 2023 and 2022. 42 Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential (Continued) The following table sets forth, for the years ended December 31, 2024, 2023 and 2022, the distribution of liabilities, including interest amounts and average rates of major categories of interest-bearing liabilities and shareholders’ equity (Amounts in thousands): 2024 2023 2022 Liabilities and Shareholders’ Equity Average balance Interest Yield/ rate Average balance Interest Yield/ rate Average balance Interest Yield/ rate Interest-bearing liabilities: Savings and interest-bearing demand accounts $ 1,426,288 $ 21,853 1.53 % $ 1,356,789 $ 7,689 0.57 % $ 1,423,134 $ 1,442 0.01 % Time deposits 959,276 43,948 4.58 % 578,243 26,066 4.51 % 253,399 2,398 0.95 % Short-term Federal Home Loan Bank advances 341,692 18,451 5.39 % 280,887 14,493 5.16 % 66,875 2,566 3.84 % Long-term Federal Home Loan Bank advances 1,892 42 2.22 % 2,909 66 2.27 % 45,325 510 1.13 % Other borrowings 8,076 753 9.32 % 74,025 4,058 5.48 % 91,848 5,243 5.70 % Securities sold under repurchase agreements — — — 8,685 4 0.05 % 22,293 11 0.05 % Federal funds purchased 137 7 5.11 % 244 13 5.33 % 137 6 4.38 % Subordinated debentures 104,017 4,931 4.74 % 103,873 4,849 4.67 % 103,741 3,781 3.64 % Total interest-bearing liabilities 2,841,378 89,985 3.17 % 2,405,655 57,238 2.38 % 2,006,752 15,957 0.79 % Noninterest-bearing liabilities: Demand deposits 701,397 917,005 937,890 Other liabilities 49,522 50,963 76,189 750,919 967,968 1,014,079 Shareholders’ equity 377,359 343,724 316,143 Total $ 3,969,656 $ 3,717,347 $ 3,336,974 Net interest income and interest rate spread (1) $ 116,710 2.45 % $ 125,496 2.97 % $ 110,198 3.37 % Net interest margin (2) 3.21 % 3.70 % 3.65 % (1) Interest rate spread is calculated by subtracting the rate on average interest-bearing liabilities from the yield on average interest-earning assets.
(5) Yield/Rate is calculated using the tax-equivalent adjustment of 21% for 2025, 2024 and 2023. 43 Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential (Continued) The following table sets forth, for the years ended December 31, 2025, 2024 and 2023, the distribution of liabilities, including interest amounts and average rates of major categories of interest-bearing liabilities and shareholders’ equity (Amounts in thousands): 2025 2024 2023 Liabilities and Shareholders’ Equity Average balance Interest Yield/ rate Average balance Interest Yield/ rate Average balance Interest Yield/ rate Interest-bearing liabilities: Savings and interest-bearing demand accounts $ 1,570,431 $ 22,983 1.46 % $ 1,426,288 $ 21,853 1.53 % $ 1,356,789 $ 7,689 0.57 % Time deposits 1,021,670 41,211 4.03 % 959,276 43,948 4.58 % 578,243 26,066 4.51 % Short-term Federal Home Loan Bank advances 296,338 12,984 4.41 % 341,692 18,451 5.39 % 280,887 14,493 5.16 % Long-term Federal Home Loan Bank advances 1,142 29 2.54 % 1,892 42 2.22 % 2,909 66 2.27 % Other borrowings 5,466 552 9.97 % 8,076 753 9.32 % 74,025 4,058 5.48 % Securities sold under repurchase agreements — — — — — — 8,685 4 0.05 % Federal funds purchased 137 6 4.38 % 137 7 5.11 % 244 13 5.33 % Subordinated debentures 104,162 4,637 4.45 % 104,017 4,931 4.74 % 103,873 4,849 4.67 % Total interest-bearing liabilities 2,999,346 82,402 2.75 % 2,841,378 89,985 3.17 % 2,405,655 57,238 2.38 % Noninterest-bearing liabilities: Demand deposits 673,653 701,397 917,005 Other liabilities 43,215 49,522 50,963 716,868 750,919 967,968 Shareholders’ equity 449,568 377,359 343,724 Total $ 4,165,782 $ 3,969,656 $ 3,717,347 Net interest income and interest rate spread (1) $ 138,583 2.96 % $ 116,710 2.45 % $ 125,496 2.97 % Net interest margin (2) 3.61 % 3.21 % 3.70 % (1) Interest rate spread is calculated by subtracting the rate on average interest-bearing liabilities from the yield on average interest-earning assets.
The average daily amount of deposits (all in domestic offices) and average rates paid on such deposits is summarized for the years indicated. 2024 2023 Average balance Average rate paid Average balance Average rate paid (Dollars in thousands) Noninterest-bearing demand deposits $ 701,397 N/A $ 900,124 N/A Interest-bearing demand deposits 425,423 0.67 % 497,512 0.03 % Savings, including Money Market deposit accounts 1,000,865 1.90 % 858,551 1.15 % Certificates of deposit, including IRAs 959,276 4.58 % 578,032 4.12 % $ 3,086,961 $ 2,834,219 Uninsured deposits at December 31, 2024 and 2023 were $431,713 and $499,429, respectively.
The average daily amount of deposits (all in domestic offices) and average rates paid on such deposits is summarized for the years indicated. 2025 2024 Average balance Average rate paid Average balance Average rate paid (Dollars in thousands) Noninterest-bearing demand deposits $ 673,653 N/A $ 701,397 N/A Interest-bearing demand deposits 419,810 0.46 % 425,423 0.67 % Savings, including Money Market deposit accounts 1,150,621 1.83 % 1,000,865 1.90 % Certificates of deposit, including IRAs 1,021,670 4.03 % 959,276 4.58 % $ 3,265,754 $ 3,086,961 Uninsured deposits at December 31, 2025 and 2024 were $647,472 and $431,713, respectively.
The increase in deposit expense was due to a increase in the average rate paid, as the average rate paid on demand and savings accounts increased from 0.57% in 2023 to 1.53% in 2024 and the average rate paid on time deposits increased from 4.51% in 2023 to 4.58% in 2024, which was coupled with an increase in the average balance of interest-bearing deposits of $450,532 for the year ended December 31, 2024 as compared to the same period in 2023.
The decrease in deposit expense was due to a decrease in the average rate paid, as the average rate paid on demand and savings accounts decreased from 1.53% in 2024 to 1.46% in 2025 and the average rate paid on time deposits decreased from 4.58% in 2024 to 4.03% in 2025, which more than offset the increase in the average balance of interest-bearing deposits of $206,537 for the year ended December 31, 2025 as compared to the same period in 2024.
The loan yield increased to 6.15% for 2024, from 5.90% in 2023. Interest on taxable securities increased $921 to $12,639 for the year ended December 31, 2024, compared to $11,718 for the same period in 2023.
The loan yield increased to 6.22% for 2025, from 6.15% in 2024. 39 Interest on taxable securities increased $2,327 to $14,966 for the year ended December 31, 2025, compared to $12,639 for the same period in 2024.
(2) The weighted average yield has been computed using the historical amortized cost for available-for-sale securities. Premises and equipment, net of accumulated depreciation, decreased $9,603 from December 31, 2023 to December 31, 2024. The decrease is the result of depreciation of $9,545 and net disposals exceeding new purchases by $58.
(2) The weighted average yield has been computed using the historical amortized cost for available-for-sale securities. Premises and equipment, net of accumulated depreciation, decreased $6,555 from December 31, 2024 to December 31, 2025.
Interest on tax-exempt securities increased $191 to $9,473 for the year ended December 31, 2024, compared to $9,282 for the same period in 2023. The average balance of tax-exempt securities increased $9,155 to $291,833 for the year ended December 31, 2024 as compared to $282,678 for the year ended December 31, 2023.
Interest on tax-exempt securities decreased $140 to $9,333 for the year ended December 31, 2025, compared to $9,473 for the same period in 2024. The average balance of tax-exempt securities decreased $10,855 to $280,978 for the year ended December 31, 2025 as compared to $291,833 for the year ended December 31, 2024.
Common shares outstanding was impacted by the Company’s repurchase of 8,956 common shares during 2024 at an average repurchase price of $18.31.
Common shares outstanding was also impacted by the Company’s repurchase of 8,716 common shares during 2025 at an average repurchase price of $20.36.
The yield on tax-exempt securities increased 6 basis points to 3.85% for 2024 compared to 3.79% for 2023. 38 Total interest expense increased $32,747, or 57.2%, to $89,985 for the year ended December 31, 2024, compared to $57,238 for the same period in 2023.
The yield on tax-exempt securities increased 2 basis points to 3.87% for 2025 compared to 3.85% for 2024. Total interest expense decreased $7,583, or 8.4%, to $82,402 for the year ended December 31, 2025, compared to $89,985 for the same period in 2024.
The average interest rate of the mortgage-backed securities portfolio at December 31, 2024 was 3.08%. The average maturity at December 31, 2024 was approximately 14.8 years. Securities available for sale had a fair value at December 31, 2024 of $648,067. This fair value includes unrealized gains of approximately $882 and unrealized losses of approximately $62,873.
The average interest rate of the mortgage-backed securities portfolio at December 31, 2025 was 3.54%. The average maturity at December 31, 2025 was approximately 15.4 years. Securities available for sale had a fair value at December 31, 2025 of $691,908. This fair value includes unrealized gains of approximately $2,106 and unrealized losses of approximately $47,139.
The average balance of taxable securities decreased $6,717 to $357,255 for the year ended December 31, 2024, as compared to $363,972 for the year ended December 31, 2023. The yield on taxable securities increased 30 basis points to 3.18% for 2024, compared to 2.88% for 2023.
The average balance of taxable securities increased $45,930 to $403,185 for the year ended December 31, 2025, as compared to $357,255 for the year ended December 31, 2024. The yield on taxable securities increased 24 basis points to 3.42% for 2025, compared to 3.18% for 2024.
The decrease in equipment expense was related to operating lease contracts, as our CLF division continues to originate fewer operating leases coupled with purchasing residual value insurance on those operating leases with a goal of eventually eliminating depreciation expense related to operating leases. Income Tax Expense Income tax expense was $4,891 in 2024 compared to $7,649 in 2023.
The decrease in equipment expense was related to operating lease contracts, as our CLF division continues to originate fewer operating leases coupled with purchasing residual value insurance on those operating leases with a goal of eventually eliminating depreciation expense related to operating leases, as well as $737 in depreciation expense recorded to write down the net book value of certain assets identified as no longer in use.
As of December 31, 2024, the Company was in compliance with all applicable pledging requirements. 35 Mortgage-backed securities totaled $225,561 at December 31, 2024 and none were considered unusual or “high risk” securities as defined by regulatory authorities.
The Company continues to utilize letters of credit from the FHLB to replace maturing securities that were pledged for public entities. As of December 31, 2025, the Company was in compliance with all applicable pledging requirements. 36 Mortgage-backed securities totaled $296,093 at December 31, 2025 and none were considered unusual or “high risk” securities as defined by regulatory authorities.
Provisions for credit losses totaled $5,364 in 2024, $4,435 in 2023 and $1,752 in 2022. The Company’s provision for credit losses increased $929 during 2024, as compared to 2023, primarily to support organic loan growth in the portfolio.
Provisions for credit losses totaled $3,377 in 2025, $5,364 in 2024 and $4,435 in 2023. The Company’s provision for credit losses decreased $1,987 during 2025, as compared to 2024.
Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for credit losses, subject to certain eligibility criteria, less applicable deductions. 44 The deductions from CET1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels).
The deductions from CET1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels).
Uninsured deposits as of December 31, 2024 and 2023 are based on estimates and include portions of FDIC-insured deposit accounts that exceed the insurance limit of $250,000 per separately insured depositor. Maturities of certificates of deposits and individual retirement accounts (IRAs) of more than $250,000 outstanding at December 31, 2024 are summarized as follows.
The increase in uninsured deposits that was related to the FSB acquisition was $69,000. Uninsured deposits as of December 31, 2025 and 2024 are based on estimates and include portions of FDIC-insured deposit accounts that exceed the insurance limit of $250 per separately insured depositor.
Bank owned life insurance increased by $1,093, primarily due to the receipt of death benefits on life insurance policies on two former employees in the amount of $699. Service charges decreased by $1,092 as the Company eliminated its representment fee and reduced overdraft charges.
Bank owned life insurance decreased by $370 mainly due to the receipt of death benefits on life insurance policies on two former employees in the amount of $699 in 2024. Service charges increased by $347 primarily attributable to an increase in retail overdraft fees.
Noninterest Expense Noninterest expense increased $4,909, or 4.6%, to $112,520 for the year ended December 31, 2024, from $107,611 for the comparable 2023 period. The increase was primarily due to increases in compensation expense of $3,530, FDIC assessments of $994, professional services of $827 and software expense of $777, partially offset by decreases in equipment expense of $1,532.
Noninterest Expense Noninterest expense increased $1,418, or 1.3%, to $113,938 for the year ended December 31, 2025, from $112,520 for the comparable 2024 period. The increase was primarily due to increases in other operating expenses of $4,109 and professional fees of $801, mostly offset by decreases in compensation expense of $3,080 and equipment expense of $1,448.
Net cash used for investing activities was $258,801, $311,784 and $410,364 in 2024, 2023 and 2022, respectively, principally reflecting our loan and investment security activities. Deposits, borrowings, and cash dividends paid to shareholders' comprised most of our financing activities, which resulted in net cash provided of $213,304, $266,131 and $164,303 in 2024, 2023 and 2022, respectively.
Change in deposits and borrowings, as well as cash dividends paid to shareholders' comprised most of our financing activities, which resulted in net cash (used) provided of $(84,699), $213,304 and $266,131 in 2025, 2024 and 2023, respectively.
The allowance for credit losses to total loans decreased slightly from 1.30% in 2023 to 1.29% in 2024. Securities available for sale increased by $29,795, or 4.8%, from $618,272 at December 31, 2023 to $648,067 at December 31, 2024. U.S.
The allowance for credit losses to total loans decreased slightly from 1.29% in 2024 to 1.28% in 2025. Securities available for sale increased by $33,841, or 5.2%, from $648,067 at December 31, 2024 to $681,908 at December 31, 2025. Mortgage-backed securities increased $70,532, or 31.3%, from $225,561 at December 31, 2024 to $296,093 at December 31, 2025. U.S.
Net loans and securities available for sale increased $216,993 and $29,795 from December 31, 2023, to December 31, 2024, respectively. Other factors contributing to the change in assets are discussed in the following sections. Loans held for sale decreased $1,060, from $1,725 at December 31, 2023 to $665 at December 31, 2024.
Net loans and leases (sometimes referred to herein as "net loans") and securities available for sale increased $186,465 and $33,841 from December 31, 2024, to December 31, 2025, respectively. Other factors contributing to the change in assets are discussed in the following sections.
The decrease is primarily the result of $6,330 in cash collateral posted by counterparties at December 31, 2024 that is netted against the fair value of the swap asset. Bank owned life insurance ("BOLI") increased $1,448 from December 31, 2023 to December 31, 2024.
See Note 2 to the Consolidated Financial Statements for additional details related the FSB acquisition. Swap assets decreased $1,814 from December 31, 2024 to December 31, 2025. The decrease was primarily the result of $2,180 in cash collateral posted by counterparties at December 31, 2025 that is netted against the fair value of the swap asset.
This change was the result of an increase in the average balance of loans, accompanied by a higher yield on the portfolio. The average balance of loans increased by $262,115, or 9.6%, to $2,984,912 for the year ended December 31, 2024, as compared to $2,722,797 for the year ended December 31, 2023.
Total interest income increased $14,290 to $220,985 for the year ended December 31, 2025, which was attributable to an increase of $11,891 in interest and fees on loans. This change was the result of an increase in the average balance of loans, accompanied by a higher yield on the loan portfolio.
Results of Operations The operating results of the Company are affected by general economic conditions, the monetary and fiscal policies of federal agencies and the regulatory policies of agencies that regulate financial institutions. The Company’s cost of funds is influenced by interest rates on competing investments and general market rates of interest.
The Company’s cost of funds is influenced by interest rates on competing investments and general market rates of interest.
Interest incurred on deposits increased by $32,046 to $65,801 for the year ended December 31, 2024, compared to $33,755 for the same period in 2023.
For the year ended December 31, 2025, the average balance of interest-bearing liabilities increased $157,968 to $2,999,346, as compared to $2,841,378 for the year ended December 31, 2024. Interest incurred on deposits decreased by $1,607 to $64,194 for the year ended December 31, 2025, compared to $65,801 for the same period in 2024.
Treasury securities and obligations of U.S. government agencies increased $29,729, or 43.9% from $67,658 at December 31, 2023 to $97,387 at December 31, 2024. Mortgage-backed securities increased $13,546, or 6.4%, from $212,015 at December 31, 2023 to $225,561 at December 31, 2024. Obligations of states and political subdivisions available for sale decreased by $13,480 from 2023 to 2024.
Treasury securities and obligations of U.S. government agencies decreased $36,370, or 37.3% from $97,387 at December 31, 2024 to $61,017 at December 31, 2025. Obligations of states and political subdivisions available for sale remained relative flat at $324,798 at December 31, 2025.
Quantitative and Qualitative Disclosures about Market Risk” section below. Capital Adequacy Shareholders’ equity totaled $388,502 at December 31, 2024 compared to $372,002 at December 31, 2023.
The ALCO also examines interest rate risk and the effect that changes in rates will have on the Company. For more information about interest rate risk, please refer to “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” section below. Capital Adequacy Shareholders’ equity totaled $543,474 at December 31, 2025 compared to $388,502 at December 31, 2024.
The increase in net loans was spread across most segments. Commercial & Agriculture loans increased $23,695, Commercial Real Estate - Non-Owner Occupied loans increased $64,097, Residential Real Estate loans increased $104,028, and Real Estate Construction loans increased $45,583. The increases in the foregoing loan segments were partially offset by decreases of $17,901 in total for the remaining loan segments.
Commercial Real Estate - Owner Occupied loans increased $11,180, Commercial Real Estate - Non-Owner Occupied loans increased $24,975, Residential Real Estate loans increased $168,510, Farm Real Estate loans increased $14,740, and Consumer and Other loans increased $21,859. The increases in the foregoing loan segments were partially offset by decreases of $52,448 in total for the remaining loan segments.
The decrease is due to lower balances of held loans. At December 31, 2024, six loans totaling $665 were held for sale as compared to nine loans totaling $1,725 at December 31, 2023. At December 31, 2024, the Company’s net loans totaled $3,041,561 and increased by 7.7% from $2,824,568 at December 31, 2023.
Loans held for sale increased $6,515, from $665 at December 31, 2024 to $7,180 at December 31, 2025. The increase is due to higher loan origination activity. At December 31, 2025, 27 loans totaling $7,180 were held for sale as compared to six loans totaling $665 at December 31, 2024.
Net Interest Income Net interest income for 2024 was $116,710, a decrease of $8,786, or 7.0%, from 2023. From 2023 to 2024, average interest-earning assets increased $263,582, which increased interest income by $23,961, while average interest-bearing liabilities increased $435,723, which increased interest expense by $32,747.
Net Interest Income Net interest income for 2025 was $138,583, an increase of $21,873, or 18.7%, from 2024. From 2024 to 2025, average interest-earning assets increased $198,769, which increased interest income by $14,290, while average interest-bearing liabilities increased $157,968, but decreased interest expense by $7,583.
Certificates of Deposits Individual Retirement Accounts Total (Dollars in thousands) 3 months or less $ 42,338 $ 1,064 $ 43,402 Over 3 through 6 months 25,371 1,309 26,680 Over 6 through 12 months 26,420 2,262 28,682 Over 12 months 26,414 690 27,104 $ 120,543 $ 5,325 $ 125,868 Other borrowings decreased $3,566 from December 31, 2023 to December 31, 2024.
Certificates of Deposits Individual Retirement Accounts Total (Dollars in thousands) 3 months or less $ 88,193 $ 1,162 $ 89,355 Over 3 through 6 months 51,896 1,342 53,238 Over 6 through 12 months 50,223 3,208 53,431 Over 12 months 43,157 — 43,157 $ 233,469 $ 5,712 $ 239,181 Other borrowings decreased $2,203 from December 31, 2024 to December 31, 2025.
An additional 694 common shares were surrendered by officers to the Company to pay taxes upon vesting of restricted shares and 1,518 restricted common shares previously issued to officers were forfeited and 250,148 restricted shares issued as contingent consideration in the VFG acquisition were forfeited, as the measurement period expired and required lease thresholds were not met.
An additional 534 common shares were surrendered by officers to the Company to pay taxes upon vesting of restricted shares and 5,045 restricted common shares previously issued to officers were forfeited. The repurchase of common shares was offset by the grant of 39,587 restricted common shares to certain officers in 2025 under the Company’s 2024 Incentive Plan.
At December 31, 2024, Civista was able to pay approximately $51,007 of dividends to CBI without obtaining regulatory approval. During 2024, Civista paid dividends totaling $20,300 to CBI. This represented approximately 57 percent of Civista’s earnings for the year. The Company manages its liquidity and capital through quarterly Asset/Liability Management Committee ("ALCO") meetings.
At December 31, 2025, Civista had $31,647 of net profits available to pay dividends to CBI without requiring regulatory approval. The Company manages its liquidity and capital through quarterly Asset/Liability Management Committee ("ALCO") meetings. The ALCO discusses issues like those in the above paragraphs as well as others that may affect the future liquidity and capital position of the Company.
The increase was primarily due to increases in net gain on sale of loans and leases of $1,530, lease revenue and residual income of $1,316, bank owned life insurance of $1,093 and wealth management fees of $752, which were partially offset by decreases in service charges of $1,092 and the discontinuation of the tax refund processing center. 39 Net gain on sale of loans and leases increased by $1,530 for 2024, primarily as a result of an increase in volume of loans sold.
The decrease was primarily due to decreases in lease revenue and residual income of $3,037, other income of $883, and bank owned life insurance of $370, which were slightly offset by an increase in service charges of $347.
The Company continually examines its rate structure to ensure that its interest rates are competitive and reflective of the current rate environment in which it competes. Total interest income increased $23,961 to $206,695 for the year ended December 31, 2024, which was attributable to an increase of $22,823 in interest and fees on loans.
The Company continually examines its rate structure to ensure that its interest rates are competitive and reflective of the current rate environment in which it competes. Net interest income was also favorably impacted by $1.6 million of non-recurring adjustments in the second quarter of 2025 resulting from the CLF core system conversion.
This increase in deposits at December 31, 2024 compared to December 31, 2023 included increases in savings and money market accounts of $289,172, or 33.5%, and certificate of deposit accounts of $44,085, or 5.1%, partially offset by decreases in noninterest bearing demand deposits of $76,605, or 9.9% and interest bearing demand accounts of $29,866 or 6.6%.
Year-over-year increases include savings and money market accounts of $107,619, or 9.5%, certificate of deposit accounts of $257,340, or 54.8%, and non-interest bearing demand accounts of $6,918, or 1.0%, partially offset by decreases in interest bearing demand accounts of $19,180, or 4.6%, and brokered deposits of $98,123, or 19.6%.
Accumulated other comprehensive loss decreased $5,827 due to a decrease in the fair value of securities available for sale, net of tax. For further explanation of these items, see Note 1, Note 15 and Note 16 to the Consolidated Financial Statements.
For further explanation of these items, see Note 1, Note 2, Note 15 and Note 16 to the Consolidated Financial Statements. The Company paid $0.68 per common share in dividends in 2025 compared to $0.64 per common share in dividends in 2024.
Goodwill remained unchanged from December 31, 2023 to December 31, 2024 at $125,520. Other intangible assets decreased $1,625 from year-end 2023. The decrease includes $1,484 of amortization on core deposit intangibles and a decrease of $141 of mortgage servicing rights. Swap assets decreased $7,173 from December 31, 2023 to December 31, 2024.
Other intangible assets increased $5,217 from year-end 2024. The increase in other intangibles was mainly the result of adding $6,975 in core deposit intangible from the FSB acquisition, partially offset by $1,564 of amortization on core deposit intangibles and a decrease of $194 of mortgage servicing rights.
This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements, which are included elsewhere in this report. Financial Condition At December 31, 2024, the Company’s total assets were $4,098,469, compared to $3,861,418 at December 31, 2023.
This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements, which are included elsewhere in this report. The Company operates as a single reportable segment. The Chief Financial Officer, who serves as the Company's chief operating decision maker ("CODM"), evaluates financial performance and allocates resources on a consolidated basis.
Total shareholders’ equity increased $16,500, or 4.4%, during 2024 to $388,502. Shareholders' equity increased due to net income of $31,683, partially offset by $10,063 of dividends on common shares and $164 of repurchases of common shares as treasury shares. Additionally, $871 was recognized as stock-based compensation in 2024 in connection with the grant of restricted common shares.
Shareholders' equity increased due to net income of $46,212 coupled with $75,666 from the capital raise completed in the third quarter of 2025 and $31,214 from the issuance of common shares in the fourth quarter of 2025 in connection with the FSB acquisition, partially offset by $11,836 of dividends on common shares and $178 of repurchases of common shares as treasury 38 shares.
The repurchase of common shares was offset by the grant of 42,239 restricted common shares to certain officers in 2024 under the Company’s 2014 Incentive Plan. In addition, 10,626 common shares were issued to Civista directors in 2024 as a retainer payment for service on the Civista Board of Directors.
In addition, 10,270 common shares were issued to Civista directors in 2025 as a retainer payment for service on the Civista Board of Directors. Results of Operations The operating results of the Company are affected by general economic conditions, the monetary and fiscal policies of federal agencies and the regulatory policies of agencies that regulate financial institutions.
Treasury securities and obligations of U.S. government agencies $ 38,567 3.86 % $ 46,747 1.77 % $ 3,413 3.69 % $ 8,660 6.60 % Obligations of states and political subdivisions (1) 1,210 4.86 32,387 2.36 38,687 3.41 252,835 3.14 Mortgage-backed securities in government sponsored entities 5,616 2.97 16,762 3.24 4,903 3.25 198,280 3.06 Total $ 45,393 3.78 % $ 95,896 2.22 % $ 47,003 3.41 % $ 459,775 3.17 % (1) Weighted average yields on nontaxable obligations have been computed based on actual yields stated on the security.
Treasury securities and obligations of U.S. government agencies $ 23,271 1.52 % $ 28,426 2.17 % $ 1,790 3.61 % $ 7,530 6.08 % Obligations of states and political subdivisions (1) 1,986 4.09 33,962 2.36 59,606 3.40 229,244 3.14 Mortgage-backed securities in government sponsored entities 1,623 2.90 15,347 3.10 7,293 3.72 271,830 3.56 Total $ 26,880 1.80 % $ 77,735 2.43 % $ 68,689 3.44 % $ 508,604 3.41 % (1) Weighted average yields on nontaxable obligations have been computed based on actual yields stated on the security.
Removed
Maturing Within one year After one but within five years After five but within fifteen years After fifteen years Total (Dollars in thousands) Commercial & Agriculture $ 160,054 $ 128,688 $ 38,634 $ 1,112 $ 328,488 Commercial Real Estate: Owner Occupied 24,000 100,428 219,311 30,628 374,367 Non-Owner Occupied 108,375 526,003 546,735 44,878 1,225,991 Residential Real Estate 9,342 42,181 235,068 477,278 763,869 Real Estate Construction 59,340 110,228 91,406 45,018 305,992 Farm Real Estate 1,783 5,582 13,107 2,563 23,035 Lease financing receivables 3,327 39,907 3,666 — 46,900 Consumer and Other 1,298 9,417 1,465 408 12,588 Total $ 367,519 $ 962,434 $ 1,149,392 $ 601,885 $ 3,081,230 32 Due After One Year Fixed Rate Variable Rate (Dollars in thousands) Commercial & Agriculture $ 96,257 $ 72,177 Commercial Real Estate: Owner Occupied 80,020 270,347 Non-Owner Occupied 280,657 836,959 Residential Real Estate 154,957 599,570 Real Estate Construction 69,262 177,390 Farm Real Estate 5,242 16,010 Lease financing receivables 43,573 — Consumer and Other 11,243 47 Total $ 741,211 $ 1,972,500 The preceding maturity information is based on contract terms at December 31, 2024 and does not include any possible “rollover” at maturity date.
Added
Acquisition of The Farmers Savings Bank ("FSB") At the close of business on November 6, 2025, the Company closed the previously announced acquisition of FSB. The acquisition added approximately $268.1 million of total assets, $106.2 million of total loans and leases, $236.1 million of total deposits, and two branches. The 2025 results reflect inclusion of FSB since November 7, 2025.
Removed
The Company continues to utilize letters of credit from the Federal Home Loan Bank ("FHLB") to replace maturing securities that were pledged for public entities.
Added
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 remain ongoing.
Removed
The difference is the result of increases in the cash surrender value of the underlying insurance policies partially offset by death benefits on life insurance policies held on two former employees. 36 Year-end deposit balances totaled $3,211,870 in 2024 compared to $2,985,028 in 2023, an increase of $226,842, or 7.6%.
Added
Certain of Civista's products and services are being introduced across the legacy FSB customer base, and customer-facing colleagues are focused on both growing and retaining customers. Technology conversions were completed in mid-February 2026, subsequent to year-end, and did not impact the Company's December 31, 2025 financial statements.
Removed
Average deposit balances for 2024 were $3,086,961 compared to $2,852,037 for 2023, an increase of 8.2%. Noninterest bearing deposits averaged $701,397 for 2024, compared to $917,005 for 2023, decreasing $215,608, or 23.5%, which is primarily due to the closure of our former tax refund processing program.
Added
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.
Removed
Savings, NOW, and MMDA accounts averaged $1,000,865 for 2024 compared to $855,946 for 2023, increasing $144,919, or 16.9%, primarily due to deposits associated with the Ohio Home Buyers Program. Average certificates of deposit increased $381,033 to total an average balance of $959,276 for 2024.
Added
CBI subsequently closed on the sale of 3,294,120 common shares on July 14, 2025, and the sale of 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.
Removed
Other borrowings decreased due to lower borrowings at the CLF division. Civista no longer offers repurchase agreements in the form of sweep accounts to commercial checking account customers, as of July 2023. These repurchase agreements totaled $0 at December 31, 2024 compared to $0 at December 31, 2023 and $25,143 at December 31, 2022. U.S.
Added
The aggregate net proceeds from the offering were approximately $75.7 million, after deducting $608 of direct expenses and the underwriting discount of $4.2 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+0 added−2 removed39 unchanged
Biggest changeNet Portfolio Value December 31, 2024 December 31, 2023 Change in Rates Dollar Amount Dollar Change Percent Change Dollar Amount Dollar Change Percent Change +400bp $ 649,236 $ 46,009 7.63 % $ 592,847 $ (14,886 ) -2.45 % +300bp 640,723 37,496 6.22 % 598,468 (9,265 ) -1.52 % +200bp 630,945 27,718 4.59 % 603,656 (4,077 ) -0.67 % +100bp 620,021 16,794 2.78 % 608,399 666 0.11 % Base 603,227 — 0.00 % 607,733 — 0.00 % -100bp 584,528 (18,699 ) -3.10 % 605,047 (2,686 ) -0.44 % -200bp 556,163 (47,064 ) -7.80 % 591,305 (16,428 ) -2.70 % -300bp 530,688 (72,539 ) -12.03 % 583,229 (24,504 ) -4.03 % -400bp 593,087 (10,140 ) -1.68 % 653,870 46,137 7.59 % The change in net portfolio value from December 31, 2023 to December 31, 2024, can be attributed to a couple of factors.
Biggest changeNet Portfolio Value December 31, 2025 December 31, 2024 Change in Rates Dollar Amount Dollar Change Percent Change Dollar Amount Dollar Change Percent Change +400bp $ 863,959 $ 64,730 8.10 % $ 649,236 $ 46,009 7.63 % +300bp 852,282 53,053 6.64 % 640,723 37,496 6.22 % +200bp 838,444 39,215 4.91 % 630,945 27,718 4.59 % +100bp 822,260 23,031 2.88 % 620,021 16,794 2.78 % Base 799,229 — 0.00 % 603,227 — 0.00 % -100bp 783,907 (15,322 ) -1.92 % 584,528 (18,699 ) -3.10 % -200bp 762,828 (36,401 ) -4.55 % 556,163 (47,064 ) -7.80 % -300bp 794,297 (4,932 ) -0.62 % 530,688 (72,539 ) -12.03 % -400bp 892,836 93,607 11.71 % 593,087 (10,140 ) -1.68 % The modeled non-linear response in certain declining rate scenarios reflects the impact of the prepayment assumptions, embedded optionality in mortgage-related assets, and deposit behavior assumptions used in the Company's interest rate risk models.
These judgments and assumptions are dependent upon or can be influenced by a variety of factors, including the breadth and depth of experience of lending officers, credit administration and the corporate loan review staff that periodically review the status of the loan, changing economic and industry conditions, changes in the financial condition of the borrower and changes in the value and availability of the underlying collateral and guarantees. 47 Note 1 and Note 5 to the Consolidated Financial Statements provide additional information regarding the Allowance for Credit losses.
These judgments and assumptions are dependent upon or can be influenced by a variety of factors, including the breadth and depth of experience of lending officers, credit administration and the corporate loan review staff that periodically review the status of the loan, changing economic and industry conditions, changes in the financial condition of the borrower and changes in the value and availability of the underlying collateral and guarantees. 48 Note 1 and Note 5 to the Consolidated Financial Statements provide additional information regarding the Allowance for Credit losses.
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, 46 the Company seeks to have in place sources of cash to meet short-term demands.
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, 47 the Company seeks to have in place sources of cash to meet short-term demands.
The following table provides information about the Company’s financial instruments that were sensitive to changes in interest rates as of December 31, 2024 and 2023, based on certain prepayment and account decay assumptions that management believes are reasonable.
The following table provides information about the Company’s financial instruments that were sensitive to changes in interest rates as of December 31, 2025 and 2024, based on certain prepayment and account decay assumptions that management believes are reasonable.
Although the Company had derivative financial instruments as of December 31, 2024 and 2023, the changes in fair value of the assets and liabilities of the underlying contracts offset each other. For more information about derivative financial instruments, see Note 22 to the Consolidated Financial Statements.
Although the Company had derivative financial instruments as of December 31, 2025 and 2024, the changes in fair value of the assets and liabilities of the underlying contracts offset each other. For more information about derivative financial instruments, see Note 22 to the Consolidated Financial Statements.
Critical Accounting Policies Allowance for Credit losses: The allowance for credit losses is regularly reviewed by management to determine that the amount is considered adequate to absorb probable losses in the loan portfolio. If not, an additional provision is made to increase the allowance.
Critical Accounting Policies and Estimates Allowance for Credit losses: The allowance for credit losses is regularly reviewed by management to determine that the amount is considered adequate to absorb probable losses in the loan portfolio. If not, an additional provision is made to increase the allowance.
The estimated fair value of the Reporting Unit was then compared to the current carrying value to determine if impairment had occurred. It is our opinion that, as of the November 30, 2024 measurement date, the aggregate fair value of the Reporting Unit exceeds the carrying value of the Reporting Unit.
The estimated fair value of the Reporting Unit was then compared to the current carrying value to determine if impairment had occurred. It is our opinion that, as of the November 30, 2025 measurement date, the aggregate fair value of the Reporting Unit exceeds the carrying value of the Reporting Unit.
Our pension benefits are described further in Note 15 of the “Notes to Consolidated Financial Statements.” Derivative Financial Instruments : In the ordinary course of business, the Company enters into derivative financial instruments in connection with its asset/liability management activities and to accommodate the needs of its customers.
Our pension benefits are described further in Note 15 to the “Consolidated Financial Statements.” Derivative Financial Instruments : In the ordinary course of business, the Company enters into derivative financial instruments in connection with its asset/liability management activities and to accommodate the needs of its customers.
Derivative financial instruments are stated at fair value on the Consolidated Statement of Conditions with changes in fair value reposted in current earnings. 48
Derivative financial instruments are stated at fair value on the Consolidated Statement of Conditions with changes in fair value reposted in current earnings. 49
The volume and mix shifts from the end of the year contributed to an increase in the base net portfolio value. Beyond the change in the base level of net portfolio value, projected movements in rates, up or down, would also lead to changes in market values.
The volume and mix shifts in 2025 contributed to an increase in the base net portfolio value. Beyond the change in the base level of net portfolio value, projected movements in rates, up or down, would also lead to changes in market values.
Therefore management concluded that goodwill was not impaired and made no adjustment in 2024.
Therefore management concluded that goodwill was not impaired and made no adjustment in 2025.
The yield curve has steepened since the end of 2023. Additionally, both the volume and mix of assets and funding sources has changed. The volume of loans has increased, and the asset mix remains centered on loans. The volume of certificates of deposit has increased and both non-maturing deposits and borrowed money have increased.
The change in net portfolio value from December 31, 2024 to December 31, 2025, can be attributed to changes in both volume and mix of assets and funding sources. The volume of loans has increased, and the asset mix remains centered on loans. The volume of certificates of deposit has increased and both non-maturing deposits and borrowed money have increased.
Removed
A 400 basis point change in the rates up scenario would lead to a slightly larger decrease in the market value of liabilities than assets. Accordingly, we see an increase in the net portfolio value.
Removed
A 400 basis points change in the rates down scenario would lead to a larger increase in the market value of liabilities than in assets, leading to a decrease in the net portfolio value.

Other CIVB 10-K year-over-year comparisons