What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-05 · 143 added, 282 removed, 238 unchanged (64% of the section changed)

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

The following discussion focuses on the consolidated financial condition of the Company at September 30, 2025 compared to December 31, 2024, and the consolidated results of operations for the three and nine months ended September 30, 2025, compared to the same period in 2024.

The following discussion reviews the consolidated financial condition of the Company at March 31, 2026 compared to December 31, 2025, and the consolidated results of operations for the three months ended March 31, 2026, compared to the same period in 2025.

This discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and Notes included in this Quarterly Report on Form 10-Q.

5 unchanged sentences

Such forward-looking statements could include, but are not limited to:

• current and future economic and financial market conditions, including the effects of inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, current or future government shutdown, an increasing federal government budget deficit, slowing gross domestic product, tariffs, trade wars, and other factors beyond our control, any of which may result in adverse impacts on our deposit levels and composition, the quality of investment securities available for purchase, demand for loans, the ability of our borrowers to repay their loans, and the value of the collateral securing loans made by Civista;

• current and future economic and financial market conditions, including the effects of inflation, recession, unemployment, supply chain issues or labor shortages, changes in interest rates, fiscal and monetary policy, government shutdowns, an increasing federal government budget deficit, slowing gross domestic product, potential or imposed tariffs, a U.S.

withdrawal from or significant renegotiation of trade agreements, trade wars and other changes in trade regulations, and other factors beyond our control, any of which may result in adverse impacts on our deposit levels and composition, the quality of investment securities available for purchase, demand for loans, the ability of our borrowers to repay their loans, and the value of the collateral securing loans made by Civista;

• significant changes to the size, structure, powers and operations of the federal government, changes to U.S.

8 unchanged sentences

• unexpected losses of services of our key management personnel, or the inability to recruit and retain qualified personnel in the future;

• risks inherent in pursuing strategic growth initiatives, including integration and other risks involved in past, pending, and possible future acquisitions;

• risks inherent in pursuing strategic growth initiatives, including integration and other risks involved in past and possible future acquisitions;

Civista Bancshares, Inc.

1 unchanged sentence

(Amounts in thousands, except share data)

• risks related to the pending FSB Merger, including, without limitation, that we may not consummate the FSB Merger on the terms currently contemplated or at all;

that the 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;

that, 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;

that the synergies attributable to the FSB Merger may vary from expectations;

and that 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;

• risks related to the recent FSB Merger, including, without limitation, that we may be unable to integrate the business of Civista and FSB successfully or realize the anticipated benefits of the FSB Merger or that the synergies attributable to the FSB Merger may vary from expectations;

• uncertainty regarding the nature, timing, cost and effect of legislative or regulatory changes in the banking industry or otherwise affecting the Company, including major reform of the regulatory oversight structure of the financial services industry;

5 unchanged sentences

• our ability to raise additional capital in the future if and when needed and/or on terms acceptable to us;

• our ability to appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, as necessary to ensure the accurate reporting of our financial results;

• our ability to conform and comply with regulatory requirements and increasing scrutiny and evolving expectations from customers, regulatory authorities, shareholders, investors and other stakeholders with regard to our environmental, social and governance (ESG) policies and practices, which could affect our reputation and business and operating results;

• the impact on our businesses, and the risks described above, of various domestic or international widespread natural or other disasters including severe weather events, pandemics, cybersecurity attacks, system failures, civil unrest, military or terrorist activities or international conflicts, including Russia’s ongoing war on Ukraine and the conflicts in Iran (and the resulting disruptions in oil, energy and other commodity markets and supply chains, which can affect our earnings and capital as well as the ability of our customers to repay loans;

• our ability to anticipate and successfully keep pace with technological changes affecting the financial services industry;

• other risks identified from time-to-time in the Company’s other public documents on file with the SEC, including those risks identified in “Item 1A.

Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as supplement by "Item 1A.

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.

Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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

Agreement and Plan of Merger with The Farmers Savings Bank

On July 10, 2025, CBI and Civista entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Farmers Savings Bank, an Ohio-chartered bank headquartered in Spencer, Ohio (“Farmers”).

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time”), Farmers will merge with and into Civista, with Civista being the surviving bank in the merger (the “FSB Merger”).

The acquisition of Farmers will add two branches in Medina and Lorain Counties in Northeast Ohio.

As of September 30, 2025, Farmers reported total assets of $293 million, net loans of $106 million, and total deposits of $236 million.

Under the terms and subject to the conditions of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both companies, CBI agreed to pay $34.925 million in cash and issue 1,434,491 common shares, in aggregate, for all of the outstanding Farmers shares, subject to potential adjustment based on Farmers’ equity prior to closing being $56.0 million.

This implies an aggregate deal value of approximately $66.7 million based on the closing price of CBI’s common shares on October 24, 2025 of $22.18.

Civista has received all required regulatory approvals for the FSB merger, which is expected to close in November 2025, pending approval by Farmer's shareholders and satisfaction of other customary closing conditions.

Civista Bancshares, Inc.

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

(Amounts in thousands, except share data)

Acquisition of The Farmers Savings Bank ("FSB")

At the close of business on November 6, 2025, Civista closed its previously announced acquisition of FSB.

The acquisition added approximately $268.1 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.

Upon the closing of the acquisition, FSB was merged with and into Civista Bank.

In addition, the management and organization structure was updated to reflect the combined organization.

On-boarding of former FSB colleagues and their initial training was completed in the first quarter of 2026.

Certain of Civista's products and services have been introduced across the legacy FSB customer base, and customer-facing colleagues are focused on both growing and retaining customers.

Technology conversions were completed in mid-February 2026, as scheduled.

Offering of Common Shares

1 unchanged sentence

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.

The aggregate net proceeds from the Offering to CBI were approximately $75.7 million, after deducting $608 of direct expenses and the underwriting discount of $4.2 million.

As of September 30, 2025, the net proceeds from the offering was 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.

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.

The net proceeds from the offering were initially used to pay-down short-term FHLB advances, but the

Civista Bancshares, Inc.

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

(Amounts in thousands, except share data)

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.

Financial Condition

Total assets of the Company at September 30, 2025 were $4,113,334 compared to $4,098,469 at December 31, 2024, an increase of $14,865, or 0.4%.

The increase in total assets was mainly due to increases in net loans of $14,179, loans held for sale of $7,347, and securities available-for-sale of $6,549.

These increases were partially offset by decreases in premises and equipment of $6,256, other securities of $2,451, deferred taxes of $2,178, and swap assets of $1,624.

Total liabilities at September 30, 2025 were $3,614,306 compared to $3,709,967 at December 31, 2024, a decrease of $95,661, or 2.6%.

The decrease in total liabilities was primarily attributable to a decrease in short-term FHLB advances of $107,000, partially offset by an increase in total deposits of $18,593.

Loans outstanding as of September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

Total assets of the Company at March 31, 2026 were $4,298,322 compared to $4,336,453 at December 31, 2025, a decrease of $38,131, or 0.9%.

The decline was mainly due to a decrease in net loans of $38,895 and a decrease in securities available-for-sale of $2,171.

These decreases were slightly offset by increases in cash and due from financial institutions of $6,205 and investments in time deposits of $1,715.

Total liabilities at March 31, 2026 were $3,746,079 compared to $3,792,979 at December 31, 2025, a decrease of $46,900, or 1.2%.

The decrease in total liabilities was primarily attributable to a decrease in short-term FHLB advances of $75,000 coupled with a decrease in accrued incentives of $3,571, partially offset by an increase in total deposits of $35,426.

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

March 31, 2026

December 31, 2025

8 unchanged sentences

Allowance for credit losses

Loans held for sale increased $7,347 since December 31, 2024.

The increase was due to increases in both the number of loans and average loan balances held for sale.

At September 30, 2025, 25 loans totaling $8,012 were held for sale as compared to 6 loans totaling $665 at December 31, 2024.

Net loans have increased $14,179, or 0.5%, since December 31, 2024.

The increase at September 30, 2025 was mainly attributed to increases in one category, Residential Real Estate, partially offset by decreases in Real Estate Construction and Commercial & Agriculture.

At September 30, 2025, the loan to deposit ratio was 95.8% compared to 95.9% at December 31, 2024.

During the first nine months of 2025, provisions made to the allowances for credit losses and off-balance sheet credit exposures totaled $2,792, compared to provisions of $4,668 during the same period in 2024.

The decrease in the provision for the first nine months of 2025 was primarily the result of a decrease in specific reserves related to one large credit that made a significant paydown during the nine months ended September 30, 2025, in addition to lower net loan growth compared to 2024 and an improvement in delinquencies.

CRE non-owner occupied 60 to 89 days past due category decreased from $8,000 to $654 during the nine months ended September 30, 2025.

Commercial & Agriculture loan delinquencies decreased during the first nine months of 2025, primarily in the 30-59 days past due category, which decreased from $825 at December 31, 2024 to $112 at September 30, 2025.

Residential Real Estate loans past due decreased from $9,411 at December 31, 2024 to $3,929 at September 30, 2025, mainly due to a decrease in delinquencies in 1-4 family first lien loans.

Loans held for sale decreased $240 since December 31, 2025.

The decrease was due to a decrease in average loan balances held for sale.

At March 31, 2026, 32 loans totaling $6,940 were held for sale as compared to 27 loans totaling $7,180 at December 31, 2025.

Net loans decreased $38,895, or 1.2%, since December 31, 2025.

The decrease at March 31, 2026 was mainly attributed to decreases in Real Estate Construction, Commercial Real Estate - Non-Owner Occupied, and Farm Real Estate, partially offset by increases in Commercial Real Estate - Owner Occupied and Commercial & Agriculture.

At March 31, 2026, the loan to deposit ratio was 92.2% compared to 94.3% at December 31, 2025.

During the first three months of 2026, provisions and recoveries made to the allowances for credit losses and off-balance sheet credit exposures resulted in a net credit of $629 to the provision for credit losses, compared to an expense of $1,567 during the same period in 2025.

The decrease in the provision for the first three months of 2026 was primarily the result of loan balances decreasing $40,379 for the three months ended March 31, 2026, coupled with an improvement in the historical loss rates in the majority of our loan segments.

Reserves on the Lease Financing Receivables portfolio decreased at March 31, 2026, primarily related to lower balance growth in 2026 as the first quarters are historically a lower origination period for leases.

Total delinquencies on Lease Financing Receivables decreased from December 31, 2025 to March 31, 2026.

Lease Financing Receivables 30-59 days past due and 60-89 days past due combined decreased from $2,541 to $770, and the balance of 90 days or greater past due also decreased from $454 to $105.

Nonaccrual Lease Financing Receivables decreased from $291 at December 31, 2025 to $105 at March 31, 2026.

Net charge-offs for the first three months ended March 31, 2026 totaled $716, compared to net charge-offs of $633 for the same period of 2025.

For the first three months ended March 31, 2026, the Company charged off a total of 12 loans and leases, consisting of two Commercial & Agriculture loans totaling $96, four Lease Financing Receivables totaling $210, one Commercial Real Estate - Non-Owner Occupied loan totaling $484, four Consumer and Other loans totaling $13 and one Residential Real Estate loan totaling $3.

In addition, during the three months ended March 31, 2026, the Company had recoveries on previously charged-off Commercial & Agriculture loans of $62, Commercial Real Estate - Owner Occupied loans of $2, Commercial Real Estate - Non-Owner Occupied loans

Civista Bancshares, Inc.

1 unchanged sentence

(Amounts in thousands, except share data)

Reserves on the Lease Financing Receivables portfolio decreased at September 30, 2025, primarily related to lower balance growth in 2025 as the leasing division transitioned and focused on converting to a new core operating system.

Total delinquencies on Lease Financing Receivables decreased from December 31, 2024 to September 30, 2025.

Lease Financing Receivables 30-59 days past due and 60-89 days past due combined decreased from $926 to $327, and the balance of 90 days or greater past due also decreased from $909 to $449.

Nonaccrual Lease Financing Receivables decreased from $1,238 at December 31, 2024 to $807 at September 30, 2025.

Net charge-offs for the first nine months ended September 30, 2025 totaled $2,212, compared to net charge-offs of $1,080 for the same period of 2024.

For the first nine months ended September 30, 2025, the Company charged off a total of 45 loans and leases, consisting of 16 Commercial & Agriculture loans totaling $684, ten Lease Financing Receivables totaling $546, two Commercial Real Estate – Non-Owner Occupied loans totaling $1,350, 12 Consumer and Other loans totaling $20 and five Residential Real Estate totaling $130.

The Commercial Real Estate - Non-Owner Occupied charge-offs of $1,350 are related to two loans that were previously identified and actively monitored by management, classified as nonaccrual and individually evaluated as of both December 31, 2024 and September 30, 2025.

In addition, during the nine months ended September 30, 2025, the Company had recoveries on previously charged-off Commercial & Agriculture loans of $375, Commercial Real Estate – Non-Owner Occupied loans of $3, Residential Real Estate loans of $76, Leasing Financing Receivables of $43 and Consumer and Other loans of $21.

of $1, Residential Real Estate loans of $13, Lease Financing Receivables of $4 and Consumer and Other loans of $8.

For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent.

9 unchanged sentences

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.

Loans are generally moved to nonaccrual status when 90 days or more past due or at an earlier date when full collection of principal and interest is in doubt.

Total loans 90 days or more past due increased from $4,109 at December 31, 2025 to $10,688 at March 31, 2026;

however, this increase can be attributed to one Commercial Real Estate - Non-Owner Occupied loan with a balance of approximately $7,900 that was 30-59 days past due as of December 31, 2025 and became greater than 90 days past due by March 31, 2026, which is why total loans past due did not experience the same trend, decreasing slightly from December 31, 2025 to March 31, 2026.

Further, this loan was already moved to nonaccrual as of December 31, 2025 and was individually evaluated for purpose of the December 31, 2025 allowance calculation, resulting in a specific reserve of $3,000.

As of March 31, 2026, the loan remains on nonaccrual and continues to be individually evaluated with a $3,000 specific reserve.

This is why nonaccrual loans did not move consistently with the increase in 90 days or more past due, decreasing slightly from $30,384 at December 31, 2025 to $29,400 at March 31, 2026.

This is also why the increase in 90 days or more past due did not result in an increase to our estimate allowance, because the related risk was already accounted for with the $3,000 specific reserve included in both the December 31, 2025 and March 31, 2026 allowance for credit loss estimate.

Loans, or portions thereof, are charged-off when deemed uncollectible.

The allowance for credit losses as a percent of total loans was 1.30% at September 30, 2025 and 1.29% at December 31, 2024.

The available-for-sale securities portfolio increased by $6,549, from $648,067 at December 31, 2024 to $654,616 at September 30, 2025.

The allowance for credit losses as a percent of total loans was 1.26% at March 31, 2026 and 1.28% at December 31, 2025.

Cash and due from financial institutions increased by $6,205, from $77,320 at December 31, 2025 to $83,525 at March 31, 2026.

The increase is mainly due to an increase in overnight investments at the Federal Reserve.

The available-for-sale securities portfolio decreased by $2,171, from $681,908 at December 31, 2025 to $679,737 at March 31, 2026.

Management continually evaluates our securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, and the level of interest rate risk to which the Company is exposed.

These evaluations may cause the Company to change the level of funds it deploys into investment securities and change the composition of its investment securities portfolio.

As of September 30, 2025, the Company was in compliance with all pledging requirements.

Premises and equipment, net, decreased $6,256 from December 31, 2024 to September 30, 2025.

As of March 31, 2026, the Company was in compliance with all pledging requirements.

Premises and equipment, net, decreased $1,556 from December 31, 2025 to March 31, 2026.

The decrease was mainly the result of depreciation expenses of $1,902 coupled with maturing operating leases, partially offset by purchases.

The decrease in depreciation was mainly attributable to leasing operations as operating leases matured.

The depreciation expense was mainly attributable to leasing operations as operating leases matured.

Since mid-2024, new lease originations have primarily consisted of finance leases which are recorded in Loans on the Consolidated Balance Sheets.

Swap assets decreased $1,624 from December 31, 2024 to September 30, 2025.

The decrease was primarily the result of a decline in market value.

Total deposits as of September 30, 2025 and December 31, 2024 were as follows:

Civista Bancshares, Inc.

1 unchanged sentence

(Amounts in thousands, except share data)

September 30, 2025

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

March 31, 2026

December 31, 2025

5 unchanged sentences

Total Deposits

The Company had approximately $512,458 and $431,713 of uninsured deposits as of September 30, 2025 and December 31, 2024, respectively.

The Company had approximately $636,183 and $647,472 of uninsured deposits as of March 31, 2026 and December 31, 2025, respectively.

Uninsured deposit amounts are estimated based on the portions of customer account balances that exceed the FDIC insurance limit of $250.

Total deposits at September 30, 2025 increased $18,593 from December 31, 2024.

Noninterest-bearing deposits, brokered deposits, and interest-bearing demand deposits decreased $43,160, $69,098, and $3,963, respectively, from December 31, 2024, while time deposits and savings and money markets increased $131,803 and $3,011, respectively, from December 31, 2024.

The decrease in noninterest-bearing deposits was primarily due to a $46,104 decrease in noninterest-bearing business accounts, partially offset by an increase of $5,883 in noninterest-bearing public funds accounts.

The decrease in interest-bearing demand deposits was primarily due to a decrease of $16,586 in Jumbo NOW and interest-bearing checking accounts, mostly offset by an increase in interest-bearing public funds accounts of $14,067.

The $131,803 increase in time deposits was due to increases of $94,622 in jumbo time deposits and a $43,113 increase in retail time deposits, which were slightly offset by a decrease of $6,779 in reciprocal time deposits.

The $3,011 increase in savings and money market accounts was primarily due to a $51,994 increase in business money market accounts, mostly offset by decreases of $36,493 in ICS demand and money market, $724 in retail money market savings, $7,110 in retail statement savings, and $3,958 in business savings accounts.

The year-to-date average balance of total deposits increased $190,335, compared to the average balance for the same period in 2024, mainly due to increases of $162,887 in the average balance of demand and savings deposits and $67,482 in time deposits, partially offset by a $40,034 decrease in the average balance of noninterest-bearing deposits.

Short-term FHLB advances decreased $107,000 from December 31, 2024 to September 30, 2025, primarily as a result of the cash received from the capital raise that was completed in the third quarter of 2025.

Swap liabilities decreased $5,416 from December 31, 2024 to September 30, 2025.

The decrease was the result of a decrease in fair value of swap liabilities.

Shareholders’ equity at September 30, 2025 was $499,028, or 12.1% of total assets, compared to $388,502, or 9.5% of total assets, at December 31, 2024.

The increase was a result of net income of $33,943 coupled with $75,666 resulting from the capital raise completed in the third quarter of 2025, partially offset by dividends paid on common shares of $8,553.

Total outstanding common shares at September 30, 2025 were 19,312,726, which increased from 15,487,667 common shares outstanding at December 31, 2024.

Common shares outstanding increased due to the issuance of 3,788,238 shares in the capital raise and the grant of 49,857 restricted common shares to certain officers under the Company’s 2024 Incentive Plan, partially offset by 8,716 common shares surrendered by officers to the Company to pay taxes upon vesting of restricted shares and 4,320 forfeited shares.

Total deposits at March 31, 2026 increased $35,426 from December 31, 2025.

Noninterest-bearing deposits, interest-bearing demand deposits, and savings and money market accounts increased $1,746, $18,892, and $56,660, respectively, from December 31, 2025, while time deposits and brokered deposits decreased $16,871 and $25,001, respectively, from December 31, 2025.

The increase in interest-bearing demand deposits was primarily due to an $18,568 increase in interest-bearing public fund accounts and a $4,987 increase in business interest-bearing demand deposits, slightly offset by decreases of $4,589 and $2,795 in jumbo demand deposits and retail interest-bearing demand deposits, respectively.

The increase in savings and money markets was due to increases of $27,030, $13,308, $8,814, $6,130, and $4,222 in business money market deposits, public fund money market accounts, Insured Cash Sweep (ICS) money market deposits, retail money market accounts, and statement savings, respectively.

The $16,871 decrease in time deposits was due to a decrease of $15,378 in jumbo time deposits.

Brokered deposits decreased $25,001 as the Company continues its strategy to reduce brokered deposits and replace them with core deposits.

The year-to-date average balance of total deposits increased $251,868, compared to the average balance for the same period in 2025, mainly due to increases of $150,746, $76,467, and $24,655 in the average balance of time deposits, demand and savings deposits, and noninterest-bearing deposits, respectively.

Short-term FHLB advances decreased $75,000 from December 31, 2025 to March 31, 2026, due to an increase in available liquidity, primarily as a result of deposit growth coupled with the net decrease in outstanding loans and leases in the first quarter of 2026.

Shareholders’ equity at March 31, 2026 was $552,243, or 12.8% of total assets, compared to $543,474, or 12.5% of total assets, at December 31, 2025.

The increase was a result of net income of $14,989, partially offset by dividends paid on common shares of $3,732 and an increase in accumulated other comprehensive loss of $2,889 resulting from the change in the unrealized loss on available-for-sale securities.

Total outstanding common shares at March 31, 2026 were 20,783,348, which increased slightly from 20,746,474 common shares outstanding at December 31, 2025.

Common shares outstanding increased due to the grant of 51,378 restricted common shares to certain officers under the Company’s 2024 Incentive Plan, partially offset by 14,504 common shares surrendered by officers to the Company to pay taxes upon vesting of restricted shares.

Results of Operations

Three Months Ended September 30, 2025 and 2024

The Company had net income of $12,760 for the three months ended September 30, 2025, an increase of $4,394 from net income of $8,366 for the same period of 2024.

Basic and diluted earnings per common share were $0.68 for the quarter ended September 30, 2025, compared to $0.53 for the same period of 2024.

In the third quarter of 2025, net income was decreased by $554 from non-recurring adjustments resulting from acquisition-related expenses from the previously announced merger with FSB that is expected to close in November 2025.

Three Months Ended March 31, 2026 and 2025

The Company had net income of $14,989 for the three months ended March 31, 2026, an increase of $4,821 from net income of $10,168 for the same period of 2025.

Basic and diluted earnings per common share were $0.72 for the quarter ended March 31, 2026, compared to $0.66 for the same period of 2025.

In the first quarter of 2026, net income was decreased by $358 from non-recurring adjustments resulting from acquisition-related expenses from the FSB merger relating to the core system conversion that was completed in February 2026.

The primary reasons for the changes in net income are explained below.

Net interest income for the three months ended March 31, 2026 was $37,823, an increase of $5,050 from $32,773 for the same period of 2025.

This increase was a result of an increase of $2,076 in total interest and dividend income, coupled with a $2,974 decrease in total interest expense.

Total interest-earning assets averaged $4,003,144 during the three months ended March 31, 2026, an increase of $201,435 from $3,801,709 for the same period of 2025.

The Company’s total average interest-bearing liabilities increased from

Civista Bancshares, Inc.

1 unchanged sentence

(Amounts in thousands, except share data)

Net interest income for the three months ended September 30, 2025 was $34,545, an increase of $5,312 from $29,233 for the same period of 2024.

This increase was a result of an increase of $2,499 in total interest and dividend income, coupled with a $2,813 decrease in total interest expense.

Total interest-earning assets averaged $3,829,484 during the three months ended September 30, 2025, an increase of $123,618 from $3,705,866 for the same period of 2024.

The Company’s total average interest-bearing liabilities increased from $2,898,978 during the three months ended September 30, 2024 to $2,957,458 during the three months ended September 30, 2025.

The Company’s fully tax equivalent net interest margin for the three months ended September 30, 2025 and 2024 was 3.58% and 3.16%, respectively.

Total interest and dividend income was $55,240 for the three months ended September 30, 2025, an increase of $2,499 from $52,741 for the same period of 2024.

The increase in interest and dividend income is attributable to a $1,820 increase in interest and fees on loans and a $664 increase in interest income on taxable securities.

$3,006,090 during the three months ended March 31, 2025 to $3,023,372 during the three months ended March 31, 2026.

The Company’s fully tax equivalent net interest margin for the three months ended March 31, 2026 and 2025 was 3.85% and 3.51%, respectively.

Total interest and dividend income was $55,809 for the three months ended March 31, 2026, an increase of $2,076 from $53,733 for the same period of 2025.

The increase in interest and dividend income is mainly attributable to a $1,584 increase in interest and fees on loans and a $399 increase in interest income on taxable securities.

The $1,584 increase in interest and fees on loans is attributable to an increase in the average balance of loans.

The average balance of loans increased by $96,149, or 3.2%, to $3,128,033 for the three months ended September 30, 2025, as compared to $3,031,884 for the same period of 2024.

Interest on taxable securities increased $664 to $3,922 for the three months ended September 30, 2025, compared to $3,258 for the same period of 2024.

The average balance of taxable securities increased $38,632 to $402,216 for the three months ended September 30, 2025, as compared to $363,584 for the same period of 2024.

The yield on taxable securities increased 33 basis points to 3.57% for the three months ended September 30, 2025, compared to 3.24% for the same period of 2024, resulting from the purchase of similar securities to replace matured securities with the new securities having higher rates than when the matured securities were originally purchased.

Interest on tax-exempt securities decreased $45 to $2,324 for the three months ended September 30, 2025, compared to $2,369 for the same period of 2024.

The average balance of tax-exempt securities decreased $16,532 to $274,722 for the three months ended September 30, 2025, as compared to $291,254 for the same period of 2024.

The yield on tax-exempt securities increased 1 basis point to 3.84% for the three months ended September 30, 2025, compared to 3.83% for the same period of 2024.

Total interest expense decreased $2,813, or 12.0%, to $20,695 for the three months ended September 30, 2025, compared to $23,508 for the same period of 2024.

For the three months ended September 30, 2025, the average balance of interest-bearing liabilities increased $58,480 to $2,957,458, as compared to $2,898,978 for the same period of 2024.

Interest incurred on deposits decreased by $579 to $16,347 for the three months ended September 30, 2025, compared to $16,926 for the same period of 2024.

The average balance of interest-bearing deposits increased by $168,934 to $2,574,153 for the three months ended September 30, 2025, as compared to the same period in 2024, slightly offset by a decrease in the rate paid on time deposits from 5.37% in 2024 to 4.01% in 2025.

The decrease in rates on time deposits was primarily related to paying lower rates on retail and brokered CDs due to the lower rate environment in the third quarter of 2025 compared to the same period of 2024.

Interest expense incurred on short-term FHLB advances decreased mainly due to the cash received from the capital raise which subsequently paid down short-term FHLB advances in the third quarter of 2025 and a decrease in rate paid because of the yield curve shifting downwards in 2025 compared to the same period of 2024.

The following table presents the condensed average balance sheets for the three months ended September 30, 2025 and 2024.

The average balance of loans increased by $152,902, or 4.9%, to $3,252,342 for the three months ended March 31, 2026, as compared to $3,099,440 for the same period of 2025.

Interest on taxable securities increased $399 to $3,954 for the three months ended March 31, 2026, compared to $3,555 for the same period of 2025.

The average balance of taxable securities increased $35,867 to $432,760 for the three months ended March 31, 2026, as compared to $396,893 for the same period of 2025.

The yield on taxable securities increased 18 basis points to 3.49% for the three months ended March 31, 2026, compared to 3.31% for the same period of 2025, resulting from the purchase of similar securities to replace matured securities with the new securities having higher rates than when the matured securities were originally purchased.

Interest on tax-exempt securities decreased $37 to $2,303 for the three months ended March 31, 2026, compared to $2,340 for the same period of 2025.

The average balance of tax-exempt securities decreased $1,204 to $285,277 for the three months ended March 31, 2026, as compared to $286,481 for the same period of 2025.

The yield on tax-exempt securities increased 3 basis points to 3.94% for the three months ended March 31, 2026, compared to 3.91% for the same period of 2025.

Interest on deposits in other banks increased $130 to $322 for the three months ended March 31, 2026, compared to $192 for the same period of 2025.

The average balance of interest-bearing deposits in other banks increased $13,870 to $32,765 for the three month period ended March 31, 2026, compared to $18,895 for the same period of 2025.

The yield on interest-bearing deposits in other banks decreased 22 basis points to 3.91% for the three months ended March 31, 2026, compared to 4.13% for the same period of 2025.

Total interest expense decreased $2,974, or 14.2%, to $17,986 for the three months ended March 31, 2026, compared to $20,960 for the same period of 2025.

For the three months ended March 31, 2026, the average balance of interest-bearing liabilities increased $17,282 to $3,023,372, as compared to $3,006,090 for the same period of 2025.

Interest incurred on deposits decreased by $263 to $15,453 for the three months ended March 31, 2026, compared to $15,716 for the same period of 2025.

The average balance of interest-bearing deposits increased by $227,213 to $2,765,773 for the three months ended March 31, 2026, as compared to the same period in 2025, which was more than offset by a decrease in the rate paid on interest-bearing deposits from 2.51% for the first three months ended March 31, 2025 to 2.27% in the first three months of 2026.

The decrease in rates was mainly driven by time deposits related to paying lower rates on retail and brokered CDs due to the lower rate environment in the first quarter of 2026 compared to the same period of 2025.

Interest expense incurred on short-term FHLB advances decreased mainly due to the average balance of short-term FHLB advances decreasing by $206,933 to $148,656 for the three months ended March 31, 2026, as compared to the same period in 2025.

The following table presents the condensed average balance sheets for the three months ended March 31, 2026 and 2025.

The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans.

6 unchanged sentences

The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

Three Months Ended September 30,

Three Months Ended March 31,

Interest-earning assets:

28 unchanged sentences

*Average yields are presented on a tax equivalent basis.

The tax equivalent effect associated with loans and investments, included in the yields above, was $618 and $630 for the periods ended September 30, 2025 and 2024, respectively.

The tax equivalent effect associated with loans and investments, included in the yields above, was $612 and $622 for the periods ended March 31, 2026 and 2025, respectively.

**Average balance includes nonaccrual loans.

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense.

The following table provides an analysis of the changes in interest income and expense between the three months ended September 30, 2025 and 2024.

The following table provides an analysis of the changes in interest income and expense between the three months ended March 31, 2026 and 2025.

Civista Bancshares, Inc.

19 unchanged sentences

The Company provides for credit losses through regular provisions to the allowance for credit losses.

During the three months ended September 30, 2025, the Company recorded a provision for credit losses for loans and off-balance sheet credit exposures of $200, a decrease of $821, from $1,021 during the three months ended September 30, 2024.

Noninterest income for the three month periods ended September 30, 2025 and 2024 was as follows:

Three Months Ended September 30,

Service charges

Net gain (loss) on equity securities

Net gain on sale of loans and leases

ATM/Interchange fees

Wealth management fees

Lease revenue and residual income

Bank owned life insurance

Total noninterest income

Total noninterest income for the three months ended September 30, 2025 was $9,633, a decrease of $466, or 4.6%, from $10,099 for the same period of 2024.

Lease revenue and residual income decreased $494 for the three months ended September 30, 2025, compared

Civista Bancshares, Inc.

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

(Amounts in thousands, except share data)

to the same period of 2024, mainly due to leasing originations being strategically curtailed in 2025 resulting from the CLF core system conversion.

The core system conversion was completed late in the second quarter of 2025.

Noninterest expense for the three month periods ended September 30, 2025 and 2024 was as follows:

Three Months Ended September 30,

Compensation expense

Net occupancy expense

Contracted data processing

FDIC Assessment

State franchise tax

Professional services

Equipment expense

ATM/Interchange expense

Amortization of core deposit intangibles

Software maintenance expense

Total noninterest expense

Total noninterest expense for the three months ended September 30, 2025 was $28,327, a decrease of $68, or 0.2%, from $28,395 reported for the same period of 2024.

The decrease in total noninterest expense was primarily due to decreases in compensation and marketing expenses, mostly offset by increases in software maintenance and other expenses.

The decrease in compensation expense was primarily due to an increase in the deferral of salaries and wages related to the loan originations in the third quarter of 2025.

The decrease in marketing expense was mainly due to lower marketing and promotional expenses related to advertising and product marketing.

The increase in software maintenance expenses was primarily a function of the renewal of current contracts at higher levels as we continue to enhance our systems and products to meet customer demand as well as create efficiencies for our employees.

The increase in other expenses are mainly related to the non-recurring acquisition-related expense for the FSB Merger.

Income tax expense for the three months ended September 30, 2025 totaled $2,891, up $1,340 compared to the same period of 2024.

The effective tax rates for the three month periods ended September 30, 2025 and 2024 were 18.5% and 15.6%, respectively.

The increase in the effective tax rate for the three month period ended September 30, 2025, was primarily due to an increase in the forecasted pre-tax income outpacing the permanent differences for 2025, thus, creating more taxable income at the statutory tax rate of 21% and increasing the Company's effective tax rate.

The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low-income housing tax credits, tax-deductible captive insurance premiums and bank owned life insurance income.

Nine Months Ended September 30, 2025 and 2024

The Company had net income of $33,943 for the nine months ended September 30, 2025, an increase of $12,153 from net income of $21,790 for the same nine months of 2024.

Basic and diluted earnings per common share were $2.04 for the nine months ended September 30, 2025, compared to $1.39 for the same period in 2024.

The primary reasons for the changes in net income are explained below.

Net interest income for the nine months ended September 30, 2025 was $102,132, an increase of $16,776, from $85,356 for the same nine months of 2024.

This increase was a result of an increase of $11,782 in total interest and dividend income, coupled with a $4,994 decrease in total interest expense.

Total interest-earning assets averaged $3,824,289 during the nine months ended September 30, 2025, an increase of $197,921 from $3,626,368 for the same period of 2024.

The Company’s total average interest-bearing liabilities increased from $2,811,188 during the nine months ended September 30, 2024 to $3,007,668 during the nine months ended September 30, 2025.

The Company’s fully tax equivalent net interest margin for the nine months ended September 30, 2025 and 2024 was 3.58% and 3.16%, respectively.

Net interest income was increased $1,621 in the nine months ended September 30, 2025, as a result of the non-recurring adjustments from the CLF core system conversion.

Civista Bancshares, Inc.

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

(Amounts in thousands, except share data)

Total interest and dividend income increased $11,782 to $165,244 for the nine months ended September 30, 2025.

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 $162,261, or 5.5%, to $3,121,292 for the nine months ended September 30, 2025, as compared to $2,959,031 for the nine months ended September 30, 2024.

The loan yield increased to 6.27% for 2025, from 6.15% in 2024.

Interest on taxable securities increased $1,966 to $11,228 for the nine months ended September 30, 2025, compared to $9,262 for the same period in 2024.

The average balance of taxable securities increased $45,762 to $401,091 for the nine months ended September 30, 2025, as compared to $355,329 for the nine months ended September 30, 2024.

The yield on taxable securities increased 31 basis points to 3.43% for 2025, compared to 3.12% for 2024.

Interest on tax-exempt securities decreased $114 to $7,002 for the nine months ended September 30, 2025, compared to $7,116 for the same period in 2024.

The average balance of tax-exempt securities decreased $11,921 to $279,668 for the nine months ended September 30, 2025, as compared to $291,589 for the nine months ended September 30, 2024.

The yield on tax-exempt securities increased 3 basis points to 3.88% for 2025, compared to 3.85% for 2024.

Total interest expense decreased $4,994, or 7.3%, to $63,112 for the nine months ended September 30, 2025, compared to $68,106 for the same period in 2024.

The change in interest expense can be attributed to a decrease in rate, mostly offset by an increase in the average balance of interest-bearing liabilities.

For the nine months ended September 30, 2025, the average balance of interest-bearing liabilities increased $196,480 to $3,007,668, compared to $2,811,188 for the nine months ended September 30, 2024.

Interest incurred on deposits decreased $797 to $47,621 for the nine months ended September 30, 2025, compared to $48,418 for the same period in 2024.

The average balance of interest-bearing deposits increased by $230,369 for the nine months ended September 30, 2025, as compared to the same period in 2024.

The rate paid on demand and savings accounts increased from 1.07% in 2024 to 1.48% in 2025, while the rate paid on time deposits decreased from 5.37% in 2024 to 4.09% in 2025.

In addition, for the nine months ended September 30, 2025, the average balance of short-term FHLB balances decreased $39,064 to $346,737 from $385,801 compared to the same period in 2024, resulting from the aforementioned cash generated from the capital raise.

The rate paid on subordinated debentures decreased 30 basis points for the nine months ended September 30, 2025, as compared to the same period in 2024.

The following table presents the condensed average balance sheets for the nine months ended September 30, 2025 and 2024.

The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans.

The average balance of securities is computed using the carrying value of securities.

Rates are annualized and taxable equivalent yields are computed using a 21% tax rate for tax-exempt interest income.

The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

Civista Bancshares, Inc.

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

(Amounts in thousands, except share data)

Nine Months Ended September 30,

Interest-earning assets:

Loans, including fees**

Taxable securities

Tax-exempt securities

Interest-bearing deposits in other banks

Total interest-earning assets

Noninterest-earning assets:

Cash and due from financial institutions

Premises and equipment, net

Accrued interest receivable

Intangible assets

Bank owned life insurance

Less allowance for loan losses

Liabilities and Shareholders Equity:

Interest-bearing liabilities:

Demand and savings

Short-term FHLB advance

Long-term FHLB advance

Other borrowings

Subordinated debentures

Total interest-bearing liabilities

Noninterest-bearing deposits

Other liabilities

Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

Net interest income and interest rate spread (1)

Net interest margin (2)

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

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

*Average yields are presented on a tax equivalent basis.

The tax equivalent effect associated with loans and investments, included in the yields above, was $1.9 million and $1.9 million for the periods ended September 30, 2025 and 2024, respectively.

**Average balance includes nonaccrual loans.

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense.

The following table provides an analysis of the changes in interest income and expense between the nine months ended September 30, 2025 and 2024.

The table is presented on a fully tax-equivalent basis.

Civista Bancshares, Inc.

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

(Amounts in thousands, except share data)

Increase (decrease) due to:

(Dollars in thousands)

Interest income:

Loans, including fees

Taxable securities

Tax-exempt securities

Interest-bearing deposits in other banks

Total interest income

Interest expense:

Demand and savings

Short-term FHLB advance

Long-term FHLB advance

Other borrowings

Subordinated debentures

Repurchase agreements

Total interest expense

Net interest income

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

The Company provides for credit losses through regular provisions to the allowance for credit losses.

During the nine months ended September 30, 2025, the Company recorded a provision for credit losses and off-balance sheet credit exposures of $2,792, a decrease of $1,876, from $4,668 during the nine months ended September 30, 2024.

Noninterest income for the nine months ended September 30, 2025 and 2024 was as follows:

Nine Months Ended September 30,

During the three months ended March 31, 2026, the Company recorded a credit to the provision for credit losses for loans and off-balance sheet credit exposures of $629, a decrease of $2,196, from an expense of $1,567 during the three months ended March 31, 2026.

Noninterest income for the three month periods ended March 31, 2026 and 2025 was as follows:

Three Months Ended March 31,

Service charges

6 unchanged sentences

Total noninterest income

Total noninterest income for the nine months ended September 30, 2025 was $24,082, a decrease of $4,651, or 16.2%, from $28,733 for the same period of 2024.

Lease revenue and residual income decreased $3,274 for the nine months ended September 30, 2025, compared to the same period of 2024, mainly due to curtailing lease originations in 2025 while CLF implemented a new core operating system coupled with stronger lease originations in 2024, and a one-time non-recurring adjustment decreasing leasing revenue by $1,044 associated with CLF's core system conversion.

Other income decreased $1,276 for the nine months ended September 30, 2025, compared to the same period of 2024, mostly related to lower fee revenue from CLF.

Total noninterest income for the three months ended March 31, 2026 was $9,431, an increase of $1,571, or 20.0%, from $7,860 for the same period of 2025.

Net gain on sale of loans and leases increased $1,001 for the three months ended March 31, 2026, compared to the same period of 2025, resulting from changes in the rate environment at the time of sale that resulted in higher sales volume.

Lease revenue and residual income decreased $266 for the three months ended March 31, 2026, compared to the same period of 2025, mainly due to a decrease in operating lease originations as the Company continues to shift towards finance leases.

Other income increased $444 for the three months ended March 31, 2026, compared to the same period of 2025, due to income from the Company's captive insurance subsidiary, CIVB Risk Management, recording $487 of income related to the resolution of three prior period claims that were closed without payment, resulting in a reduction of ceded reserves in the first quarter of 2026.

Civista Bancshares, Inc.

1 unchanged sentence

(Amounts in thousands, except share data)

The components of noninterest expense for the nine month periods ended September 30, 2025 and 2024 are as follows:

Nine Months Ended September 30,

Noninterest expense for the three month periods ended March 31, 2026 and 2025 was as follows:

Three Months Ended March 31,

Compensation expense

9 unchanged sentences

Total noninterest expense

Total noninterest expense for the nine months ended September 30, 2025 was $82,935, a decrease of $1,290, or 1.5%, from $84,225 reported for the same period of 2024.

The decrease in total noninterest expense was primarily due to decreases in compensation expense and equipment expense, somewhat offset by increases in professional services.

The decrease in compensation expense was primarily due to an increase in the deferral of salaries and wages related to loan originations in the first nine months of 2025 coupled with a decrease in the average number of full-time equivalent employees to 523 at September 30, 2025, compared to 531 for the same period of 2024, resulting in lower compensation and benefits costs.

The decrease in equipment expense was primarily due to the $1,616 decrease in expenses related to operating lease contracts, which was partially offset by $737 in depreciation expense recorded to write down the net book value of certain assets identified as no longer in use.

The increase in professional fees was attributable to utilizing consultants to assist in the transitioning of the new core operating system at CLF.

Income tax expense for the nine months ended September 30, 2025 totaled $6,544, up $3,138 compared to the same period of 2024.

The effective tax rates for the nine months ended September 30, 2025 and 2024 were 16.2% and 13.5%, respectively.

The increase in the effective tax rate for the nine month period ended September 30, 2025, was primarily due to an increase in the forecasted pre-tax income outpacing the permanent differences for 2025, thus, creating more taxable income at the statutory tax rate of 21% and increasing the Company's effective tax rate.

Total noninterest expense for the three months ended March 31, 2026 was $29,873, an increase of $2,747 or 10.1%, from $27,126 compared to the same period of 2025.

The increase in total noninterest expense was primarily due to increases in compensation and other expenses, partially offset by decreases in FDIC assessment and professional fees.

The increase in compensation expense was primarily due to increases in salaries, commissions, and medical expenses associated from operating with higher full-time equivalent (FTE) employees year-over-year.

The number of FTEs at March 31, 2026 was 535, compared to 520 for the same period of 2025.

The increase in other expense is mainly related to acquisition-related expenses in the first quarter of 2026 of $427 for the FSB merger.

The decrease in FDIC assessment is related to better credit ratings lowering the Company's overall quarterly assessment in the first quarter of 2026 compared to the same period of 2025.

The decrease in professional fees is primarily due to lower consulting expenses related to CLF's core system conversion.

Income tax expense for the three months ended March 31, 2026 totaled $3,021, up $1,249 compared to the same period of 2025.

The effective tax rates for the three month periods ended March 31, 2026 and 2025 were 16.8% and 14.8%, respectively.

The increase in the effective tax rate for the three month period ended March 31, 2026, was primarily due to an increase in the forecasted pre-tax income outpacing the permanent differences for 2026, thus, creating more taxable income at the statutory tax rate of 21% and increasing the Company's effective tax rate.

Capital Resources

Shareholders’ equity totaled $499,028 at September 30, 2025, compared to $388,502 at December 31, 2024.

Shareholders’ equity increased during the first nine months of 2025 as a result of net income of $33,943 coupled with $75,666 resulting from the capital raise completed in the third quarter of 2025, partially offset by dividends on common shares of $8,553.

Shareholders’ equity at March 31, 2026 was $552,243, or 12.8% of total assets, compared to $543,474, or 12.5% of total assets, at December 31, 2025.

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

Company Ratios—March 31, 2026

Company Ratios—December 31, 2025

For Capital Adequacy Purposes

Civista Bancshares, Inc.

1 unchanged sentence

(Amounts in thousands, except share data)

All of the Company’s capital ratios exceeded the regulatory minimum guidelines as of September 30, 2025 and December 31, 2024 as identified in the following table:

Company Ratios—September 30, 2025

Company Ratios—December 31, 2024

For Capital Adequacy Purposes

To Be Well Capitalized Under Prompt

Corrective Action Provisions

The Company maintains a conservative liquidity position.

All securities, with the exception of equity securities, are classified as available-for-sale.

Securities, with maturities of one year or less, totaled $29,753, or 4.55% of the total securities portfolio, at September 30, 2025.

Securities, with maturities of one year or less, totaled $23,781, or 3.50% of the total securities portfolio, at March 31, 2026.

The available-for-sale securities portfolio helps to provide the Company with the ability to meet its funding needs.

The Condensed Consolidated Statements of Cash Flows (Unaudited) contained in the Consolidated Financial Statements detail the Company’s cash flows from operating activities resulting from net earnings.

As reported in the Condensed Consolidated Statements of Cash Flows (Unaudited), our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows.

Net cash provided by operating activities was $33,661 and $25,850 for the nine months ended September 30, 2025 and 2024, respectively.

Net cash provided by operating activities was $12,180 and $3,612 for the three months ended March 31, 2026 and 2025, respectively.

The primary additions to cash from operating activities are from proceeds from the sale of loans.

The primary use of cash from operating activities is from loans originated for sale.

Net cash used for investing activities was $10,457 and $187,303 for the nine months ended September 30, 2025 and 2024, respectively, principally reflecting our loan and investment security activities.

Cash (used)/provided by financing activities was ($23,593) and $175,709 for the nine months ended September 30, 2025 and 2024, respectively.

The primary changes in financing activities is the decrease in short-term FHLB advances and the payment of common dividends, mostly offset by cash provided by proceeds from the capital raise as well as an increase in deposits.

Net cash provided/(used) for investing activities was $38,261 and $(21,231) for the three months ended March 31, 2026 and 2025, respectively, principally reflecting our loan and investment security activities.

Net cash (used)/provided by financing activities was ($44,236) and $44,920 for the three months ended March 31, 2026 and 2025, respectively.

The primary changes in financing activities is the decrease in short-term FHLB advances and the payment of common dividends, somewhat offset by an increase in deposits.

Future loan demand of Civista may be funded by increases in deposit accounts, proceeds from payments on existing loans, the maturity of securities, and the sale of securities classified as available-for-sale.

1 unchanged sentence

Through its correspondent banks, Civista maintains federal funds borrowing lines totaling $50,000.

As of September 30, 2025, Civista had total credit availability with the FHLB of $966,116 with standby letters of credit totaling $115,000 and a remaining borrowing capacity of approximately $618,147.

As of March 31, 2026, Civista had total credit availability with the FHLB of $1,022,339 with standby letters of credit totaling $132,700 and a remaining borrowing capacity of approximately $788,900.

In addition, CBI maintains a credit line with a third party lender totaling $10,000.

No borrowings were outstanding by CBI under this credit line as of September 30, 2025.

No borrowings were outstanding by CBI under this credit line as of March 31, 2026.

Civista Bancshares, Inc.

47 unchanged sentences

FHLB advances and wholesale borrowings may also be used as important sources of liquidity for the Company.

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 September 30, 2025, based on certain prepayment and account decay assumptions that management believes are reasonable.

The table shows the changes in the Company’s net portfolio value (in amount and percent) that would result from hypothetical interest rate increases of up to 400 basis points from 100 basis points and interest rate decreases of 100 basis points and up to 400 basis points at September 30, 2025 and December 31, 2024.

The following table provides information about the Company’s financial instruments that were sensitive to changes in interest rates as of and March 31, 2026 and December 31, 2025, based on certain prepayment and account decay assumptions that management believes are reasonable.

Net Portfolio Value

September 30, 2025

March 31, 2026

December 31, 2025

Change in Rates

The change in net portfolio value from December 31, 2024 to September 30, 2025, can be attributed to a couple of factors.

The change in net portfolio value from December 31, 2025 to March 31, 2026, can be attributed to a couple of factors.

The volume of assets and funding sources has changed, but the asset mix remains centered on loan and deposits.

The volume of loans and deposits has increased, while the volume of short-term FHLB advances has decreased.

The volume of loans decreased while deposits increased, coupled with the volume of short-term FHLB advances has decreased in the first quarter of 2026.

The volume shifts from the end of the year contributed to an increase in the base net portfolio value.

Additionally, the Company completed its underwritten public offering of common shares in the third quarter of 2025 resulting in aggregate net proceeds of approximately $75.7 million.

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 change in the rates up scenarios for the 100, 200, 300 and 400 basis point movements would lead to a slightly larger increase in the market value of liabilities than assets.

Accordingly, the Company sees an increase in the net portfolio value.

The change in the rates down scenarios for the 100 and 200 basis point movements would lead to a larger decrease in the market value of liabilities than in assets, leading to a decrease in the net portfolio value with the exception of the down 300 and 400 basis point which has a higher market value of assets then liabilities.

Civista Bancshares, Inc.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis