4 unchanged sentences
Ri sk Factors
−Removed: The following information updates our risk factors and should be read in conjunction with the risk factors disclosed in “Item 1A.
+Added: There were no material changes during the current period to the risk factors disclosed in “Item 1A.
Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as supplemented by “Item 1A.
−Removed: Risk Factors” of Part II of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025:
−Removed: Risks Related to the FSB Merger
−Removed: The market price for our common shares following the closing of the FSB Merger may be affected by factors different from those that have historically affected or currently affect our common shares.
−Removed: Our financial position may differ from our financial position before the completion of the FSB Merger, and our results of operations may be affected by some factors that are different from those currently affecting our results of operations.
−Removed: Accordingly, the market price and performance of our common shares may differ from the performance of our common shares in the absence of the FSB Merger.
−Removed: We may not consummate the FSB Merger on the terms currently contemplated or at all.
−Removed: We may not consummate the FSB Merger, which is subject to the satisfaction of customary closing conditions.
−Removed: These conditions include, but are not limited to, (i) approval of the Merger Agreement by the shareholders of FSB, (ii) the absence of any injunction or other order or applicable law preventing or making illegal the consummation of the FSB Merger, (iii) the effectiveness of a Registration Statement on Form S-4 with respect to the common shares to be issued in connection with the FSB Merger and the absence of any stop order or SEC proceeding relating thereto suspending the effectiveness of such registration statement, (iv) the receipt and continued effectiveness of all required regulatory approvals (including approvals required from the Federal Reserve Board and the ODFI) and the expiration of all applicable statutory waiting periods and (v) approval for the listing on The Nasdaq Capital Market of our common shares to be issued in connection with the FSB Merger.
−Removed: Neither we nor FSB can predict when, or if, these conditions will be satisfied.
−Removed: If any of these conditions are not satisfied or waived prior to the outside date, it is possible that the FSB Merger may be terminated.
−Removed: In addition, satisfying the conditions to and completion of the FSB Merger may take longer, and could cost more, than we currently expect.
−Removed: There can be no assurance that such conditions will be satisfied or that the FSB Merger will be consummated on the terms currently contemplated or at all.
−Removed: Failure to complete the FSB Merger could negatively impact the price of our common shares and have a material adverse effect on our results of operations, cash flows and financial position.
−Removed: If the FSB Merger is not completed for any reason, including as a result of failure to obtain all requisite regulatory approvals, we may be materially adversely affected and, without realizing any of the benefits of having completed the FSB Merger, we would be subject to a number of risks, including the following:
−Removed: • we may experience negative reactions from the financial markets, including negative impacts on the price of our common shares;
−Removed: • we will still be required to pay certain significant costs relating to the FSB Merger, such as legal, accounting and financial advisor fees;
−Removed: • matters relating to the FSB Merger (including integration planning) require substantial commitments of time and resources by our management, which may have resulted in the distraction of our management from ongoing business operations and pursuing other opportunities that could have been beneficial to us;
−Removed: Civista Bancshares, Inc.
−Removed: Other Information
−Removed: • litigation related to any failure to complete the FSB Merger or related to any enforcement proceeding commenced against us to perform our obligations pursuant to the FSB Merger Agreement.
−Removed: If the FSB Merger is not completed, the risks described above may materialize and they may have a material adverse effect on our results of operations, liquidity, financial condition and the price of our common shares.
−Removed: Following the FSB Merger, we may be unable to integrate the business of Civista and FSB successfully or realize the anticipated benefits of the FSB Merger.
−Removed: The FSB Merger involves the combination of two companies that currently operate as independent companies.
−Removed: The combination of two independent businesses is complex, costly and time-consuming, and we will be required to devote significant management attention and resources to integrating the business practices and operations of FSB into ours.
−Removed: Potential difficulties that we may encounter as part of the integration process include the following:
−Removed: • the inability to successfully combine our business and FSB’s business in a manner that permits us to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to result from the FSB Merger;
−Removed: • complexities associated with managing the combined businesses, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on depositors, borrowers, employees and other constituencies;
−Removed: • the inability to retain the service of key management and other key personnel;
−Removed: • the assumption of contractual obligations with less favorable or more restrictive terms;
−Removed: • potential unknown liabilities and unforeseen increased expenses or delays associated with the FSB Merger.
−Removed: In addition, we and FSB have operated and, until the completion of the FSB Merger, will continue to operate, independently.
−Removed: It is possible that the integration process could result in diversion of the attention of each company’s management and the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies.
−Removed: Any of these issues could adversely affect each company’s ability to maintain relationships with depositors, borrowers, employees and other constituencies or achieve the anticipated benefits of the FSB Merger or could reduce each company’s earnings or otherwise adversely affect our business, results of operations and financial condition following the FSB Merger.
−Removed: Securities class action and derivative lawsuits may be brought against us in connection with the FSB Merger, which could result in substantial costs.
−Removed: Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements.
−Removed: Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources.
−Removed: An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.
−Removed: The synergies attributable to the FSB Merger may vary from expectations.
−Removed: We may fail to realize the anticipated benefits and synergies expected from the FSB Merger, which could adversely affect our business, financial condition and results of operations.
−Removed: The success of the FSB Merger 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.
−Removed: However, achieving these goals requires, among other things, realization of the targeted cost synergies expected from the FSB Merger.
−Removed: 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.
−Removed: 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: If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the FSB Merger within the anticipated timing or at all, our business, financial condition and results of operations may be adversely affected.
−Removed: Civista Bancshares, Inc.
−Removed: Other Information
−Removed: Risks Related to our Business
−Removed: 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 be unable to accurately report our financial results and the market price of our securities may be adversely affected.
−Removed: We are subject to reporting obligations under the U.S.
−Removed: securities laws.
−Removed: 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.
−Removed: 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.
−Removed: Over the last year, we made the decision to make greater investments in our Finance Department, which included the hiring of a Chief Financial Officer.
−Removed: During that period, we experienced turnover in our accounting and financial reporting staff and function, which was addressed by making further investments in talent.
−Removed: We continued to integrate our more recent acquisition such as Civista Leasing & Financing (“CLF”), a division of Civista Bank, which we acquired in the fourth quarter of 2022.
−Removed: We recently 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Risk Factors” of Part II of the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025.
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