CIVISTA BANCSHARES, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Accounting Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15 under the Exchange Act, as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures as of December 31, 2023, were effective. Management’s Annual Report on Internal Control over Financial Reporting The “MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING” is included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K. Audit Report of the Registered Public Accounting Firm The “REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” is included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information (a) There was no information the Company was required to disclose in a current report on Form 8-K during the fourth quarter of 2023 that was not reported. (b) During the quarter ended December 31, 2023 , no director or officer (as defined under Rule 16a-1 of the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangements or any non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspe ctions Not Applicable 121 PART III Item 10. Directors, Executive Of ficers, and Corporate Governance The information contained under the captions “ Proposal 1 – Election of Directors ”, “ Beneficial Ownership of Common Shares of the Corporation –Section 16(a) Reports”, “ Board of Director Meetings and Committees – Committees of the Board – Audit Committee”, “ Corporate Governance – Code of Ethics”, “ Corporate Governance – Nominating Procedure” and “ Executive Officers of the Corporation ” in the 2024 Proxy Statement is incorporated herein by reference in response to this Item. The procedures by which shareholders of the Company may recommend nominees to the Company’s Board of Directors are described under the caption “ Corporate Governance – Nominating Procedure” in the 2024 Proxy Statement. The procedures by which shareholders of the Company may recommend nominees to the Company’s Board of Directors have not materially changed from those described in the Company’s definitive Proxy Statement for the 2023 annual meeting of shareholders held on April 18, 2023. Item 11. Executi ve Compensation. The information contained under the captions “ 2023 Compensation of Directors ”, “ Compensation Committee Interlocks and Insider Participation ” and “ Executive Compensation ” in the 2024 Proxy Statement is incorporated herein by reference in response to this Item. Item 12. Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters. The information contained under the caption “ Beneficial Ownership of Common Shares of the Company ” in the 2024 Proxy Statement is incorporated herein by reference in response to this Item. The following table shows the number of common shares remaining available for awards under the Company’s 2014 Incentive Plan at December 31, 2023. Equity Compensation Plan Information Plan category (a) Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights (a) (b) Weighted-average exercise price of outstanding options, warrants and rights (b) (c) Number of Common Shares remaining available for future issuance under equity compensation plans (excluding common shares reflected in column (a) ) Equity compensation plans approved by shareholders — — 60,049 Equity compensation plans not approved by shareholders — — — Total — — 60,049 Item 13. Certain Relationships and Related Transactions, and Director Independence. The information contained under the caption “ Corporate Governance – Director Independence” and “ Corporate Governance – Transactions with Directors, Officers and Related Persons” in the 2024 Proxy Statement is incorporated herein by reference in response to this Item. Item 14. Principal Accou ntant Fees and Services. The information contained under the caption “ Audit Committee Matters ” of the 2024 Proxy Statement is incorporated herein by reference in response to this Item. 122 PART IV Item 15. Exhibit and Fina ncial Statement Schedules (a) Documents filed as a Part of the Report 1. Financial Statements. Civista Bancshares, Inc.’s Report of Independent Auditors and Consolidated Financial Statements and accompanying notes are filed as part of this document under Item 8. Report of Independent Registered Public Accounting Firm on Financial Statements (PCAOB ID: 686 ) Consolidated Balance Sheets - December 31, 2023 and 2022 Consolidated Statements of Operations - For the years ended December 31, 2023, 2022 and 2021 Consolidated Statements of Comprehensive Income - For the years ended December 31, 2023, 2022 and 2021 Consolidated Statements of Changes in Shareholders’ Equity - For the years ended December 31, 2023, 2022 and 2021 Consolidated Statements of Cash Flows - For the years ended December 31, 2023, 2022 and 2021 Notes to Consolidated Financial Statements 2. Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 123 3. Exhibits Exhibit Description Location 2.1 Agreement and Plan of Merger, dated January 10, 2022 by and between Civista Bancshares, Inc. and Comunibanc Corp. Filed as Exhibit 2.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on January 10, 2022 and incorporated herein by reference. (File No. 001-36192). 2.2 Stock Purchase Agreement, dated as of September 29, 2022, by and among Civista Bancshares, Inc., Vision Financial Group, Inc., and Frederick Summers Filed as Exhibit 2.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated September 29, 2022 and filed on September 30, 2022 and incorporated herein by reference. (File No. 001-36192). 3.1 Second Amended and Restated Articles of Incorporation of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on November 15, 2018 Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on November 16, 2018 and incorporated herein by reference (File No. 001-36192). 3.2 Amended and Restated Code of Regulations of Civista Bancshares, Inc. (adopted April 15, 2008). Filed as Exhibit 3.2 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2017, filed on November 8, 2017 and incorporated herein by reference. (File No. 001-36192) 4.1 Indenture dated November 30, 2021, by and between Civista Bancshares, Inc. and UMB Bank, National Association, as Trustee. Filed as Exhibit 4.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on November 30, 2022 and incorporated herein by reference (File No. 001-36192). 4.2 Forms of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031. Included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto. 4.3 Agreement to furnish instrument and agreements defining rights of holders of long-term debt. Included herewith. 4.4 Description of Capital Stock of Civista Bancshares, Inc. Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 15, 2021 and incorporated herein by reference (File No. 001-36192). 10.1* Form of Change in Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers. Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference. (File No. 001-36192). 10.2* Form of Amended and Restated Change in Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers. Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference. (File No. 001-36192). 10.3* Form of Pension Shortfall Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers. Filed as Exhibit 10.2 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on October 29, 2015 and incorporated herein by reference. (File No. 001-36192). 10.4* Supplemental Nonqualified Executive Retirement Plan Filed as Exhibit 10.12 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No. 0-25980). 10.5* Amendment to Supplemental Nonqualified Executive Retirement Plan Filed as Exhibit 10.13 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No. 0-25980). 10.6* Second Amendment to Supplemental Nonqualified Executive Retirement Plan Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed on August 9, 2016 and incorporated herein by reference (File No. 1-36192) 124 Exhibit Description Location 10.7* 2018 Amendment to Supplemental Nonqualified Executive Retirement Plan Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed on August 8, 2018 and incorporated herein by reference (File No. 1-36192). 10.8* Civista Bancshares, Inc. 2014 Incentive Plan Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Registration Statement on Form S-8 filed on February 26, 2015 and incorporated herein by reference (File No. 333-202316). 10.9* Form of Restricted Stock Award Agreement under Civista Bancshares, Inc. 2014 Incentive Plan Filed as Exhibit 10.8 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 15, 2019 and incorporated herein by reference. (File No. 1-36192) 21.1 Subsidiaries of Civista Bancshares, Inc Included herewith 23.1 Consent of FORVIS, LLP Included herewith 31.1 Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer Included herewith 31.2 Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer Included herewith 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Included herewith 32.2 Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Included herewith 97 Clawback Policy Included herewith 101.INS Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents 104 Cover page formatted as Inline XBRL and contained in Exhibit 101 * Management contract or compensatory plan or arrangement Item 16. Form 10-K Summary Not Applicable 125 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Civista Bancshares, Inc. By /s/ Dennis G. Shaffer Dennis G. Shaffer, President & CEO (Principal Executive Officer) Date: March 14, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on March 14, 2024 by the following persons (including a majority of the Board of Directors of the Registrant) in the capacities indicated: /s/ Dennis E. Murray, Jr. /s/ Dennis G. Shaffer Dennis E. Murray, Jr., Chairman of the Board Dennis G. Shaffer, President & CEO, Vice Chair /s/ Todd A. Michel /s/ John O. Bacon Todd A. Michel, Senior Vice President John O. Bacon, Director (Principal Accounting Officer) /s/ Darci L. Congrove /s/ Mark J. Macioce Darci L. Congrove, Director Mark J. Macioce, Director /s/ Julie A. Mattlin /s/ James O. Miller Julie A. Mattlin, Director James O. Miller, Director /s/ Allen R. Nickles, CPA, CFE, CICA /s/ M. Patricia Oliver Allen R. Nickles, CPA, CFE, CICA, Director M. Patricia Oliver, Director /s/ Clyde A. "Chip" Perfect /s/ Harry Singer Clyde A. "Chip" Perfect, Director Harry Singer, Director /s/ Nathan E. Weaks /s/ Lorina W. Wise Nathan E. Weaks, Director Lorina W. Wise, Director /s/ Gerald B. Wurm Gerald B. Wurm, Director 126