Civista Bancshares (CIVB -2.34%), a regional banking and financial services holding company based in Ohio, reported its second-quarter earnings on July 24, 2025. The company’s GAAP earnings per share were $0.71 in Q2 2025, just above the analyst projection of $0.70 (GAAP), though net interest income (GAAP) of $34.8 million fell short of the $42.77 million estimate. Noninterest income (GAAP) dropped notably. The quarter was marked by a mix of underlying operational gains and the benefit of nonrecurring items ...

Financial Data and Key Metrics Changes - The company reported net income for Q2 2025 of $11 million, or $0.71 per diluted share, representing a 56% increase from Q2 2024 and an increase of $847,000 from the linked quarter [4] - Pre-provision net revenue increased by $3.3 million, or 37.5%, compared to Q2 2024, and by $770,000, or 6.7%, from the linked quarter [5] - Net interest income for the quarter was $34.8 million, an increase of $2 million, or 6.2%, compared to the linked quarter [5] - Non-interest income declined by $1.3 million, or 16.2%, from the first quarter and by $3.8 million from Q2 2024 [11] Business Line Data and Key Metrics Changes - The loan and lease portfolio grew at an annualized rate of 6.8% during the quarter, with significant growth in residential loans, which increased by $42 million [6][14] - Non-interest expense for the quarter was $27.5 million, a 1.3% increase over the first quarter, primarily due to merit increases in compensation [12] - The efficiency ratio improved to 64.5% compared to 64.9% for the linked quarter and 72.6% for the prior year [13] Market Data and Key Metrics Changes - Total deposits declined by $42.7 million, or 1.3%, primarily due to a municipal customer transferring funds out [17] - The loan-to-deposit ratio was 98.6%, higher than desired, with plans to reduce it to a targeted range of 90% to 95% [19] - The company launched a new digital deposit account opening platform to attract new customers [18] Company Strategy and Development Direction - The company announced a definitive agreement to acquire a former Savings Bank in Spencer, Ohio, and an $88.5 million follow-on capital offering [7][8] - The acquisition is expected to enhance the company's capital ratios and support organic growth [10][22] - The company aims to leverage the acquired low-cost core deposits and security portfolio to fund loan growth [10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about loan growth, particularly in Ohio, which is becoming more business-friendly [40] - The company anticipates loan growth to remain in the mid-single digits for the remainder of 2025 and accelerate into high single digits in 2026 [24] - Credit quality remains strong, with criticized credits declining by $2 million during the quarter [23] Other Important Information - The company successfully raised $76.3 million in additional capital through a follow-on offering [11] - The effective tax rate for the quarter was 14.6% [13] - Unrealized losses in the securities portfolio increased to $63.1 million as of June 30 [20] Q&A Session Summary Question: Core margin trends for the second half - Management expects the core margin to improve, projecting a range of 3.52% to 3.53% for Q3, with further expansion in Q4 [31] Question: Competitive environment for lending and funding - The competitive landscape is intensifying, with larger regional banks becoming more aggressive in both lending and deposits [33] Question: Specific markets driving loan growth - Loan growth was primarily in residential loans, with a focus on Ohio's expanding job market and business investments [40] Question: Deposit growth strategy and initiatives - Previous initiatives are nearing capacity, but new initiatives, including a digital account opening system, are expected to enhance deposit growth [44] Question: Leasing recovery impact on loan balances - The leasing side is expected to rebound, positively impacting loan balances as well [66]

Civista Bancshares (CIVB) came out with quarterly earnings of $0.66 per share, missing the Zacks Consensus Estimate of $0.69 per share. This compares to earnings of $0.45 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of -4.35%. A quarter ago, it was expected that this bank holding company would post earnings of $0.5 per share when it actually produced earnings of $0.66, delivering a surprise of +32%.Over the last four quarters, ...

Preamble and Recitals [Recitals](index=8&type=section&id=Recitals) The agreement outlines the strategic merger of Farmers into Civista Bank, intended to qualify as a tax-free reorganization - The agreement is dated **July 10, 2025**, among Civista Bancshares, Inc, Civista Bank, and The Farmers Savings Bank[26](index=26&type=chunk) - The transaction is a strategic merger where Farmers will merge into Civista Bank, with **Civista Bank as the surviving entity**[28](index=28&type=chunk) - The merger is intended to qualify as a **tax-free "reorganization"** under Section 368(a) of the Internal Revenue Code[29](index=29&type=chunk) The Merger [The Merger](index=8&type=section&id=1.1%20The%20Merger) The Farmers Savings Bank will legally merge into Civista Bank, which will be the surviving entity under Ohio law - At the Effective Time, Farmers will merge with and into Civista Bank, with **Civista Bank continuing as the surviving bank**[31](index=31&type=chunk) - Civista may change the method of the combination if it does not alter the merger consideration, adversely affect tax consequences, or materially delay regulatory approvals[32](index=32&type=chunk)[33](index=33&type=chunk) [Closing and Effective Time](index=9&type=section&id=1.2%20Closing%20and%20Effective%20Time) The merger's closing will occur within 30 days of satisfying all conditions, becoming effective upon filing with the Ohio Secretary of State - The closing will take place within **thirty (30) days** following the satisfaction or waiver of all conditions[34](index=34&type=chunk) - The merger becomes effective upon the filing of the Certificate of Merger with the **Ohio Secretary of State**[34](index=34&type=chunk) [Conversion of Shares](index=9&type=section&id=1.4%20Conversion%20of%20Shares) Each Farmers Common Share will be converted into a mix of cash and Civista common stock, with adjustments for fractional shares Merger Consideration per Farmers Common Share | Consideration Type | Formula / Amount | | :--- | :--- | | **Cash Consideration** | $34,925,000 divided by the number of outstanding Farmers Common Shares | | **Stock Consideration** | 1,434,491 Civista Common Shares divided by the number of outstanding Farmers Common Shares (the "Exchange Ratio") | - No fractional Civista Common Shares will be issued; instead, shareholders will receive cash based on the **5-day average closing price** of Civista stock[41](index=41&type=chunk) - The stock consideration can be increased and cash consideration decreased to the minimum extent necessary to ensure the merger qualifies as a **tax-free reorganization**[42](index=42&type=chunk) [Farmers Adjusted Shareholders' Equity](index=11&type=section&id=1.5%20Farmers%20Adjusted%20Shareholders'%20Equity) The cash consideration is subject to an adjustment based on Farmers' final Adjusted Shareholders' Equity relative to a $56 million threshold Equity Adjustment Mechanism | Condition | Adjustment to Cash Consideration per Share | | :--- | :--- | | Adjusted Shareholders' Equity < $56,000,000 (Equity Minimum) | Reduced by the shortfall amount, divided by total shares | | Adjusted Shareholders' Equity > $56,000,000 (Equity Minimum) | Increased by 50% of the excess amount, divided by total shares | - Adjusted Shareholders' Equity is calculated based on GAAP as of the month-end prior to closing, excluding certain transaction expenses and including adjustments for investment portfolio valuation[44](index=44&type=chunk) [Dissenters' Rights](index=11&type=section&id=1.6%20Dissenters'%20Rights) Farmers shareholders who properly exercise dissenters' rights under Ohio law will receive fair value payment instead of merger consideration - Shareholders who properly dissent under Section 1701.85 of the OGCL will **not receive the Merger Consideration**[47](index=47&type=chunk) - Dissenting shareholders are entitled to receive payment for the fair value of their shares, but if they fail to perfect or withdraw their rights, they will receive the standard Merger Consideration[48](index=48&type=chunk) [Directors and Officers of the Surviving Bank](index=12&type=section&id=1.8%20Directors%20and%20Officers%20of%20the%20Surviving%20Bank) The existing directors and officers of Civista Bank will continue to lead the surviving bank after the merger - The directors of the Surviving Bank will be the directors of **Civista Bank** immediately prior to the Effective Time[50](index=50&type=chunk) - The officers of the Surviving Bank will be the officers of **Civista Bank** immediately prior to the Effective Time[51](index=51&type=chunk) Delivery of Merger Consideration [Exchange Agent](index=12&type=section&id=2.1%20Exchange%20Agent) Civista will appoint Equiniti Trust Co as the exchange agent to manage the distribution of merger consideration - Civista will appoint **Equiniti Trust Co.** as the exchange agent for the merger[54](index=54&type=chunk) [Exchange Procedures](index=13&type=section&id=2.3%20Exchange%20Procedures) Shareholders will receive instructions to exchange their shares for merger consideration, with unclaimed funds reverting to Civista after one year - Within **five business days** after the Effective Time, the Exchange Agent will mail a Letter of Transmittal to each Farmers shareholder[57](index=57&type=chunk) - Shareholders will receive their merger consideration, including cash for fractional shares and any owed dividends, after surrendering their certificates or book-entry shares with a completed Letter of Transmittal[57](index=57&type=chunk) - Any portion of the Exchange Fund unclaimed after **one year** will be returned to Civista, and shareholders must then look to Civista for payment[63](index=63&type=chunk) Representations and Warranties of Farmers [Capitalization](index=16&type=section&id=3.2%20Capitalization) Farmers represents it has 500 common shares authorized and outstanding, with no other equity rights or repurchase obligations - Farmers' authorized capital stock consists of **500 common shares**, all of which are issued and outstanding[70](index=70&type=chunk) - Farmers has **no outstanding options, warrants**, or other commitments to issue additional equity securities[70](index=70&type=chunk) [Financial Statements](index=18&type=section&id=3.6%20Financial%20Statements) Farmers affirms its provided financial statements conform to GAAP, fairly present its financial position, and contain no undisclosed material liabilities - Farmers has provided unaudited financial statements for fiscal years **2022, 2023, 2024** and the interim period ended **May 31, 2025**[79](index=79&type=chunk) - The financial statements were prepared in conformity with **GAAP** and fairly present the financial position of Farmers[79](index=79&type=chunk) - Farmers has **no material liabilities** other than those reflected in its financial statements, incurred in the ordinary course of business, or related to this agreement[80](index=80&type=chunk) [Farmers Benefit Plans](index=20&type=section&id=3.11%20Farmers%20Benefit%20Plans) Farmers represents its employee benefit plans are compliant and confirms the merger will not trigger excess parachute payments or tax gross-ups - A list of all material employee benefit plans (Farmers Benefit Plans) is provided in **Section 3.11(a)** of the Farmers Disclosure Schedule[89](index=89&type=chunk) - The execution of the merger agreement will not result in an **"excess parachute payment"** within the meaning of Section 280G of the Code[99](index=99&type=chunk) - No Farmers Benefit Plan provides for the gross-up or reimbursement of taxes under **Section 4999 or 409A** of the Code[99](index=99&type=chunk) [Opinion](index=23&type=section&id=3.13%20Opinion) Farmers' board received a fairness opinion from Janney Montgomery Scott LLC confirming the merger consideration is financially fair to its shareholders - The Board of Directors of Farmers received a fairness opinion from **Janney Montgomery Scott LLC**[109](index=109&type=chunk) - The opinion concludes that the Merger Consideration is **fair from a financial point of view** to Farmers' shareholders[109](index=109&type=chunk) Representations and Warranties of Civista and Civista Bank [Capitalization](index=34&type=section&id=4.2%20Capitalization) Civista represents its capital structure and confirms the shares issued in the merger will be duly authorized and fully paid Civista Capitalization | Security | Amount | | :--- | :--- | | Authorized Common Shares | 40,000,000 | | Outstanding Common Shares | 15,519,072 | | Treasury Shares | 3,860,536 | | Authorized Preferred Shares | 200,000 | | Outstanding Preferred Shares | 0 | - The Civista Common Shares to be issued in the Merger will be **duly authorized, validly issued, fully paid, nonassessable**, and free of preemptive rights[161](index=161&type=chunk) [Reports](index=35&type=section&id=4.5%20Reports) Civista affirms it has timely filed all required regulatory reports since December 31, 2021, without material misstatements or omissions - Since **December 31, 2021**, Civista has timely filed all required reports with Regulatory Agencies and other Governmental Entities[167](index=167&type=chunk) - Civista SEC Reports complied in all material respects with applicable law and did **not contain material misstatements or omissions**[168](index=168&type=chunk) Covenants Relating to Conduct of Business [Farmers Forbearances](index=37&type=section&id=5.2%20Farmers%20Forbearances) Farmers is prohibited from taking certain actions before closing without Civista's consent to preserve its business operations and value - Farmers shall not issue additional shares, equity rights, or grant equity-based awards[183](index=183&type=chunk) - Farmers is restricted from paying dividends other than quarterly dividends consistent with past practice, not to exceed **$1,500 per share per quarter**[183](index=183&type=chunk) - Farmers cannot, without consent, make or acquire any loan or commitment that results in a total credit exposure to a single borrower exceeding **$750,000**[185](index=185&type=chunk) - Farmers cannot increase compensation or benefits for directors, officers, or employees, except for ordinary course salary increases and specified annual bonuses[183](index=183&type=chunk) [Civista and Civista Bank Forbearances](index=40&type=section&id=5.3%20Civista%20and%20Civista%20Bank%20Forbearances) Civista is restricted from actions that could jeopardize the merger's tax-free status or adversely affect Farmers' shareholders - Civista shall not take any action that would prevent the merger from qualifying as a **tax-free reorganization**[187](index=187&type=chunk) - Civista shall not effect any **Change in Capitalization** (e.g., stock split, reverse stock split)[187](index=187&type=chunk) - Civista cannot amend its articles or regulations in a manner that would **materially and adversely affect** Farmers' shareholders relative to existing Civista shareholders[187](index=187&type=chunk) Additional Agreements [Regulatory Matters](index=41&type=section&id=6.1%20Regulatory%20Matters) Both parties will cooperate on all regulatory filings, including the Form S-4 registration statement, to secure necessary approvals promptly - Civista and Farmers will cooperate to prepare the **Proxy Statement and Form S-4** to be filed with the SEC[189](index=189&type=chunk) - The parties will use **commercially reasonable efforts** to promptly file all necessary applications to obtain all required permits, consents, and approvals from governmental entities[190](index=190&type=chunk) [Shareholder Approval](index=43&type=section&id=6.3%20Shareholder%20Approval) Farmers' board must recommend the merger to its shareholders and hold a vote, regardless of any alternative acquisition proposals - Farmers' Board of Directors will recommend that its shareholders approve the merger agreement (the **"Farmers Recommendation"**)[197](index=197&type=chunk) - Farmers must hold a shareholder meeting to vote on the agreement, even if the Board effects a **"Change in the Farmers Recommendation"**[198](index=198&type=chunk) [Employee Matters](index=44&type=section&id=6.5%20Employee%20Matters) The agreement details post-merger employee benefits, severance, and specific bonus and SEP plan contributions permitted for Farmers - Farmers employees whose employment is terminated without cause within six months of closing will receive a severance payment of **two weeks' base pay per year of service**, with a minimum of 4 weeks and a maximum of 26 weeks[209](index=209&type=chunk) - Farmers may pay annual bonuses for 2025 up to an aggregate amount of **$115,000**[211](index=211&type=chunk) - Farmers may make contributions to the Farmers SEP Plan for 2025 up to an aggregate amount of **$100,000**[211](index=211&type=chunk) - Civista will request that Farmers terminate its Simplified Employee Pension (SEP) Plan immediately prior to the Effective Time, and will permit rollovers into **Civista's 401(k) plan**[205](index=205&type=chunk) [Indemnification; Directors' and Officers' Insurance](index=47&type=section&id=6.6%20Indemnification;%20Directors'%20and%20Officers'%20Insurance) Civista will indemnify Farmers' former directors and officers and purchase a six-year "tail" D&O insurance policy for them - Civista will **indemnify former directors and officers** of Farmers after the Effective Time[213](index=213&type=chunk) - Civista will purchase a **six-year "tail"** Directors' and Officers' Liability Insurance (D&O) policy, with a premium capped at **150%** of the current policy's annual premium[214](index=214&type=chunk) [No Solicitation](index=47&type=section&id=6.7%20No%20Solicitation) Farmers is prohibited from soliciting other offers but may engage with a superior proposal under its fiduciary duties, subject to a matching right for Civista - Farmers is prohibited from soliciting, initiating, or encouraging any alternative **Acquisition Proposal**[215](index=215&type=chunk) - Farmers' board may engage with an unsolicited, bona fide written Acquisition Proposal if it is deemed a **"Superior Proposal"** and failing to do so would likely violate fiduciary duties[217](index=217&type=chunk) - Before changing its recommendation, Farmers must provide Civista with a **three-business-day "Notice Period"** to allow Civista to negotiate and adjust the terms of its offer[220](index=220&type=chunk) [Voting Agreements](index=51&type=section&id=6.13%20Voting%20Agreements) Key Farmers shareholders are required to sign a Voting Agreement, committing their votes in favor of the merger - Key Shareholders of Farmers must deliver a duly executed **Voting Agreement**, committing to vote in favor of the merger[231](index=231&type=chunk) [Deposit Agreement](index=52&type=section&id=6.15%20Deposit%20Agreement) Members of the Lee Family must agree to maintain at least 95% of their deposit balances with the surviving bank for two years post-merger - The Lee Family will enter a Deposit Agreement to retain at least **95% of their aggregate deposit balances** with the Surviving Bank for at least **two years** post-merger[234](index=234&type=chunk) [Lock-Up Agreements](index=52&type=section&id=6.16%20Lock-Up%20Agreements) Key Farmers shareholders must enter lock-up agreements restricting the sale of their newly acquired Civista stock for a defined period - Key Shareholders will be subject to a **six-month lock-up period** where they cannot sell any Civista shares received in the merger[235](index=235&type=chunk) - For 18 months following the lock-up period, Key Shareholders cannot sell more than **20,000 Civista shares** in any 30-day period[235](index=235&type=chunk) Conditions Precedent [Conditions to Each Party's Obligation to Effect the Merger](index=52&type=section&id=7.1%20Conditions%20to%20Each%20Party's%20Obligation%20to%20Effect%20the%20Merger) The merger is contingent upon several mutual conditions, including shareholder approval, regulatory consent, and Nasdaq listing authorization - The merger is conditional upon receiving the **Farmers Shareholder Approval**[237](index=237&type=chunk) - The **Form S-4 must be declared effective** by the SEC and the new Civista shares must be authorized for listing on Nasdaq[238](index=238&type=chunk) - All **requisite regulatory approvals** must be obtained and be in full force and effect[240](index=240&type=chunk) [Conditions to Obligations of Civista and Civista Bank](index=53&type=section&id=7.2%20Conditions%20to%20Obligations%20of%20Civista%20and%20Civista%20Bank) Civista's obligation to close is conditional on the accuracy of Farmers' warranties, receipt of a tax opinion, and limited shareholder dissent - Farmers' representations and warranties must be true and correct, and it must have performed its obligations under the agreement[242](index=242&type=chunk)[243](index=243&type=chunk) - Civista must receive a legal opinion that the merger will qualify as a **tax-free reorganization** under Section 368(a) of the Code[244](index=244&type=chunk) - The holders of **not more than 10%** of the outstanding Farmers Common Shares shall have perfected dissenters' rights[248](index=248&type=chunk) Termination and Amendment [Termination](index=55&type=section&id=8.1%20Termination) The agreement can be terminated by mutual consent, regulatory denial, a material breach, or if the merger is not completed by June 30, 2026 - The agreement can be terminated by **mutual written consent**[253](index=253&type=chunk) - Either party can terminate if the merger is not completed by **June 30, 2026**[253](index=253&type=chunk) - Civista can terminate if the Farmers Board of Directors effects a **Change in the Farmers Recommendation**[253](index=253&type=chunk) - Either party can terminate if the **Farmers Shareholder Approval is not obtained**[254](index=254&type=chunk) [Fees and Expenses](index=56&type=section&id=8.3%20Fees%20and%20Expenses) Each party bears its own costs, but Farmers must pay a $2.5 million termination fee to Civista under specific circumstances - Generally, each party pays its own fees and expenses[256](index=256&type=chunk) Termination Fee | Fee Amount | Payable By | Payable To | Conditions | | :--- | :--- | :--- | :--- | | $2,500,000 | Farmers | Civista | Payable if the agreement is terminated under certain conditions (e.g., Civista terminates due to a change in recommendation by Farmers' board, or Farmers enters into an alternative acquisition agreement within 12 months of certain termination events) | General Provisions [Governing Law; Jurisdiction](index=59&type=section&id=9.6%20Governing%20Law;%20Jurisdiction) The agreement is governed by Ohio law, with legal disputes to be handled exclusively in the courts of Erie County, Ohio - The agreement is governed by the laws of the **State of Ohio**[269](index=269&type=chunk) - Legal disputes will be handled exclusively in federal or state courts in **Erie County, Ohio**[269](index=269&type=chunk) [Waiver of Jury Trial](index=60&type=section&id=9.7%20Waiver%20of%20Jury%20Trial) All parties to the agreement irrevocably waive their right to a jury trial for any litigation related to the agreement - Each party **waives any right to a trial by jury** in respect of any litigation related to the agreement[271](index=271&type=chunk) Exhibit A: Form of Voting Agreement [Voting Agreement](index=63&type=section&id=Voting%20Agreement) Key Farmers shareholders must sign this agreement, committing to vote for the merger and granting Civista an irrevocable proxy - Shareholders agree to **vote their shares in favor** of the merger agreement and against any competing proposal[285](index=285&type=chunk) - Shareholders grant Civista an **irrevocable proxy** to vote their shares in accordance with the agreement[287](index=287&type=chunk) - Shareholders agree **not to sell, pledge, or transfer their shares** without Civista's prior written consent during the term of the agreement[295](index=295&type=chunk)

SANDUSKY, Ohio , July 24, 2025 /PRNewswire/ -- Civista Bancshares, Inc. (NASDAQ: CIVB) ("Civista") today reported net income of $11.0 million, or $0.71 per common share, for the quarter ended June 30, 2025. Net income of $11.0 million, a 56% increase or $3.9 million compared to $7.1 million for the second quarter 2024, and $10.2 million in the first quarter of 2025. Diluted earnings per common share of $0.71, for the second quarter of 2025, compared to $0.45 per diluted share, for the second quarter of 2024 ...

Group 1 - Civista Bancshares, Inc. announced a quarterly dividend of 17 cents per common share, consistent with the prior quarter, to shareholders of record date August 5, 2025, payable August 19, 2025 [1] - The dividend payout amounts to approximately $3.3 million, resulting in an annualized yield of 2.89% based on the closing stock price of $23.20 on June 30, 2025 [2] - Civista Bancshares, Inc. is a $4.1 billion financial holding company headquartered in Sandusky, Ohio, with its primary subsidiary, Civista Bank, providing full-service banking and other financial services [3]

Civista Bancshares (CIVB) is expected to deliver a year-over-year increase in earnings on higher revenues when it reports results for the quarter ended June 2025. This widely-known consensus outlook gives a good sense of the company's earnings picture, but how the actual results compare to these estimates is a powerful factor that could impact its near-term stock price.The stock might move higher if these key numbers top expectations in the upcoming earnings report, which is expected to be released on July ...

Company Overview - Civista Bancshares, Inc. is a financial services holding company with total assets of $4.1 billion, headquartered in Sandusky, Ohio [5] - The primary subsidiary, Civista Bank, offers full-service banking, commercial lending, mortgage, wealth management, and commercial equipment leasing services, operating 42 locations across Ohio, Southeastern Indiana, and Northern Kentucky [5] Recent Offering - Civista Bancshares announced the completion of a public offering where underwriters exercised their overallotment option, resulting in the sale of an additional 494,118 common shares at a price of $21.25 per share [1] - The expected proceeds from this exercise, after deducting the underwriting discount but before other expenses, are approximately $9.9 million [1] Underwriters and Management - Piper Sandler & Co. acted as the sole book-running manager for the offering, with several firms serving as co-managers, including D.A. Davidson & Co., Hovde Group, LLC, Janney Montgomery Scott LLC, Keefe, Bruyette & Woods, and Stephens Inc. [2]

Core Viewpoint - Civista Bancshares, Inc. has announced a public offering of 3,294,120 common shares priced at $21.25 per share, aiming for an aggregate amount of $70.0 million, with an option for underwriters to purchase an additional 494,118 shares [1][2]. Group 1: Offering Details - The gross proceeds from the offering are expected to be approximately $70.0 million before discounts and expenses, potentially increasing to $80.5 million if the underwriters fully exercise their option [2]. - The offering is anticipated to close on July 14, 2025, subject to customary closing conditions [2]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for general corporate purposes, which may include supporting organic growth opportunities and future strategic transactions [2]. Group 3: Management and Registration - Piper Sandler & Co. is the sole book-running manager for the offering, with several firms serving as co-managers [3]. - Civista has filed a shelf registration statement with the SEC, including a preliminary prospectus supplement for the offering [4]. Group 4: Company Overview - Civista Bancshares, Inc. is a financial services holding company with assets of $4.1 billion, headquartered in Sandusky, Ohio, and operates 42 locations across Ohio, Southeastern Indiana, and Northern Kentucky [6].

Merger Announcement - Civista Bancshares, Inc. will acquire The Farmers Savings Bank, with a combined total asset of approximately $4.4 billion, total net loans of about $3.2 billion, and total deposits of around $3.5 billion as of March 31, 2025 [1][3] - The acquisition will add two branches in Medina and Lorain Counties, along with approximately $183 million in low-cost core deposits [3] Financial Details - Civista will pay $34.925 million in cash and issue 1,434,491 common shares for all outstanding shares of Farmers, resulting in an aggregate deal value of approximately $70.4 million based on Civista's closing share price of $24.72 on July 9, 2025 [5] - The acquisition is expected to be approximately 10% accretive to Civista's diluted earnings per share once cost savings are fully realized [7] Strategic Rationale - The merger is aimed at enhancing Civista's commercial lending platform and deploying Farmers' excess liquidity, which has a loan-to-deposit ratio of 46%, to drive growth [3][4] - Both companies express a commitment to community banking and believe the merger will provide greater value to shareholders and enhanced resources to customers [4][5] Regulatory and Approval Process - The transaction is expected to close in the fourth quarter of 2025, pending approval from Farmers' shareholders and regulatory authorities [5][6] - Key shareholders of Farmers have agreed to vote in favor of the merger [6] Investor Communication - Civista will host an investor conference call on July 11, 2025, to discuss the merger transaction [8]