CIVISTA BANCSHARES INC
For the period ended Dec 31, 2024. Filed Mar 10, 2025.
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FY2024 · Filed Mar 10, 2025
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibit and Fina ncial Statement Schedules
(a)
Documents filed as a Part of the Report
Financial Statements. Civista Bancshares, Inc.’s Report of Independent Auditors and Consolidated Financial Statements and accompanying notes are filed as part of this document under Item 8.
Report of Independent Registered Public Accounting Firm on Financial Statements (Plante & Moran, PLLC: PCAOB ID:166)
Consolidated Balance Sheets - December 31, 2024 and 2023
Consolidated Statements of Operations - For the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income - For the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Changes in Shareholders’ Equity - For the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows - For the years ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
Exhibits
| Exhibit | Description | Location |
| 2.1 | Agreement and Plan of Merger, dated January 10, 2022 by and between Civista Bancshares, Inc. and Comunibanc Corp. | Filed as Exhibit 2.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on January 10, 2022 and incorporated herein by reference. (File No. 001-36192). |
| 2.2 | Stock Purchase Agreement, dated as of September 29, 2022, by and among Civista Bancshares, Inc., Vision Financial Group, Inc., and Frederick Summers | Filed as Exhibit 2.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated September 29, 2022 and filed on September 30, 2022 and incorporated herein by reference. (File No. 001-36192). |
| 3.1 | Second Amended and Restated Articles of Incorporation of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on November 15, 2018 | Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on November 16, 2018 and incorporated herein by reference (File No. 001-36192). |
| 3.2 | Amended and Restated Code of Regulations of Civista Bancshares, Inc. (adopted April 15, 2008). | Filed as Exhibit 3.2 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2017, filed on November 8, 2017 and incorporated herein by reference. (File No. 001-36192) |
| 4.1 | Indenture dated November 30, 2021, by and between Civista Bancshares, Inc. and UMB Bank, National Association, as Trustee. | Filed as Exhibit 4.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on November 30, 2022 and incorporated herein by reference (File No. 001-36192). |
| 4.2 | Forms of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031. | Included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto. |
| 4.3 | Agreement to furnish instrument and agreements defining rights of holders of long-term debt. | Included herewith. |
| 4.4 | Description of Capital Stock of Civista Bancshares, Inc. | Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 15, 2021 and incorporated herein by reference (File No. 001-36192). |
| 10.1* | Form of Change in Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers. | Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference. (File No. 001-36192). |
| 10.2* | Form of Amended and Restated Change in Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers. | Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference. (File No. 001-36192). |
| 10.3* | Form of Pension Shortfall Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers. | Filed as Exhibit 10.2 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on October 29, 2015 and incorporated herein by reference. (File No. 001-36192). |
| 10.4* | Civista Bancshares, Inc. Supplemental Nonqualified Executive Retirement Plan, as amended and restated as of January 1, 2024 | Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on February 22, 2024 (File No. 001-36192). |
| 10.5* | Civista Bancshares, Inc. 2014 Incentive Plan | Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Registration Statement on Form S-8 filed on February 26, 2015 and incorporated herein by reference (File No. 333-202316). |
| 10.6* | Form of Restricted Stock Award Agreement under Civista Bancshares, Inc. 2014 Incentive Plan | Filed as Exhibit 10.8 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 15, 2019 and incorporated herein by reference. (File No. 1-36192) |
| Exhibit | Description | Location |
| 10.7* | Civista Bancshares, Inc. 2024 Incentive Plan | Filed as Exhibit 10.1 to Civista Bancshares, Inc.'s Registration Statement on Form S-8 filed on May 24, 2024 and incorporated herein by reference (File No. 333-279708). |
| 19.1 | Insider Trading Policy | Included herewith |
| 21.1 | Subsidiaries of Civista Bancshares, Inc | Included herewith |
| 23.1 | Consent of Plante Moran | Included herewith |
| 23.2 | Consent FORVIS MAZARS | Included herewith |
| 31.1 | Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer | Included herewith |
| 31.2 | Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer | Included herewith |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Included herewith |
| 32.2 | Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Included herewith |
| 97 | Clawback Policy | Included herewith |
| 101.INS | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 |
- Management contract or compensatory plan or arrangement
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