CIVISTA BANCSHARES, INC.
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 6, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Consolidated Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the accounting policies adopted by Civista Bancshares, Inc., which have a significant effect on the Consolidated Financial Statements.
Nature of Operations and Principles of Consolidation: The Consolidated Financial Statements include the accounts of Civista Bancshares, Inc. (“CBI”) and its wholly-owned direct and indirect subsidiaries: Civista Bank (“Civista”), First Citizens Insurance Agency, Inc. (“FCIA”), Water Street Properties, Inc. (“WSP”), CIVB Risk Management, Inc. (“CRMI”), and First Citizens Investments, Inc. (“FCI”). The above companies together are sometimes referred to as the “Company.” Intercompany balances and transactions are eliminated in consolidation.
Civista provides financial services through its offices in the Ohio counties of Champaign, Crawford, Cuyahoga, Erie, Franklin, Henry, Huron, Logan, Lorain, Madison, Medina, Montgomery, Ottawa, Richland, Summit, and Wood, in the Indiana counties of Dearborn and Ripley, and in the Kentucky county of Kenton. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. There are no significant concentrations of loans to any one industry or customer. However, our customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions.
Civista Leasing and Finance ("CLF"), formerly known as Vision Financial Group, Inc. ("VFG") was acquired in the fourth quarter of 2022 as a wholly owned subsidiary of Civista. Effective as of August 31, 2023, VFG was merged with and into Civista, and CLF is now operated as a full-service general equipment leasing and financing division of Civista. The operations of CLF are located in Pittsburgh, Pennsylvania.
FCIA was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1% of total revenue for each of the years ended December 31, 2025, 2024 and 2023. WSP was formed to hold repossessed assets of CBI’s subsidiaries. WSP revenue was less than 1% of total revenue for each of the years ended December 31, 2025, 2024 and 2023. CRMI was formed in 2017 to provide property and casualty insurance coverage to CBI and its subsidiaries for which insurance may not be currently available or economically feasible in the insurance marketplace. CRMI revenue was less than 1% of total revenue for each of the years ended December 31, 2025, 2024 and 2023. FCI is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware.
Acquisition of The Farmers Savings Bank ("FSB")
At the close of business on November 6, 2025, Civista closed the 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, andtwo 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 remain ongoing. Certain of Civista's products and services are being 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.
On July 10, 2025, CBI announced an underwritten public offering of up to a maximum of 3,788,238 of its common shares. 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 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 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.
Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for credit losses, determination of goodwill impairment, and fair value measurements of financial instruments are considered material estimates that are particularly susceptible to significant change in the near term.
Cash Flows: Cash and cash equivalents include cash on hand and demand deposits with financial institutions with original maturities of less than 90 days. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, federal funds purchased, and short-term borrowings. The Company routinely maintains balances that exceed FDIC insured limits but believes the risk of loss is very low with respect to such deposits.
Investments in time deposits: Investments in time deposits include certificates of deposit held in other financial institutions that mature over the next year and are carried at cost.
Securities available for sale: Debt securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.
Interest income includes amortization of purchase premium and accretion of discount. Discounts are accreted into interest income over the estimated life of the related security and premiums are amortized into income to the earlier of the call date or estimated life of the related security using the level yield method without anticipated prepayments, except for mortgage backed securities where prepayments are anticipated. Realized gains and losses on sales of securities, which are reported in net gain on sale of securities in the Consolidated Statements of Operations, are recognized on the trade date and determined using the specific identification method.
Equity securities: Equity securities are held at fair value. Holding gains and losses are recorded as noninterest income and reported in net gain (loss) on equity securities in the Consolidated Statements of Operations. Dividends are recognized as income when earned.
Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market and loans that management no longer intends to hold for the foreseeable future, are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Mortgage loans held for sale are generally sold with servicing rights retained. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related mortgage loan sold, which is reduced by the cost allocated to the servicing right.
Loans and leases: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of premium and discounts associated with acquisition date fair values on acquired loans, deferred loan fees and costs, any direct principal charge-offs, and an allowance for credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.
The Company provides financing leases for the purchase of business equipment. At the inception of each lease, the lease receivables, together with the present value of the estimated unguaranteed residual values, are recorded as lease receivables within loans in the consolidated financial statements. Direct financing leases are carried at the aggregate of lease payments plus estimated residual value of the leased property, net of unamortized deferred lease origination fees and costs and unearned income. Only those costs incurred as a direct result of closing a lease transaction are capitalized and all initial direct costs are expensed immediately. Interest income on direct financing leases is recognized over the term of the lease to achieve a constant periodic rate of return on the outstanding investment.
Interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Interest income on consumer loans is discontinued when management determines future collection is unlikely. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued, but not received, for loans placed on nonaccrual, is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Allowance for Credit Losses: On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 introduces a new credit loss methodology, Current Expected Credit Losses ("CECL"), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. ASU 2016-13 amends guidance on reporting credit losses for financial assets held at amortized cost basis and available for sale debt securities. ASU 2016-13 eliminates the probable initial recognition threshold previously required under GAAP and instead, requires an entity to reflect its current estimate of all expected credit losses based on historical experience, current conditions and reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the reserve for credit losses. In addition, entities need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination.
The Company adopted Accounting Standards Certification ("ASC") 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the periods beginning after January 1, 2023 are presented under ASC 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company adopted ASC 326 using the prospective transition approach for purchased credit deteriorated ("PCD") financial assets that were previously classified as purchased credit impaired ("PCI") and accounted for under ASC 310-30. In accordance with ASC 326, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2023, the amortized cost basis of the PCD assets was adjusted to reflect the addition of $1,668 to the allowance for credit losses. The remaining noncredit discount (based on the adjusted amortized cost basis) will be accreted into interest income at the effective interest rate as of January 1, 2023. The adoption of CECL resulted in an increase to our total allowance for credit losses (“ACL”) on loans held for investmentof $4.3 million, an increase in allowance for credit losses on unfunded loan commitments of $3.4 million, a reclassification of PCI discount from loans to the ACL of $1.7 million, and an increase in deferred tax assets of $1.6 million. The Company also recorded a net reduction of retained earnings of $6.1 million upon adoption.
The allowance for credit losses is evaluated on a regular basis and established through charges to earnings in the form of a provision for credit losses. Portfolio loans, as well as, direct financing and sales-type leases, are all collectively referred to as loans. When a loan or portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance and subsequent recoveries, if any, are credited to the allowance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
Portfolio Segmentation (“Pooled Loans”)
Portfolio segmentation is defined as the pooling of loans based upon similar risk characteristics such that quantitative methodologies and qualitative adjustment factors for estimating the allowance for credit losses are constructed for each segment. Common characteristics and risk profiles include type/purpose of loan, underlying collateral, geographically similarity, and historical/expected credit loss patterns. The Company uses relevant available information, from internal and external sources, relating to past events, current condition, and reasonable and supportable forecasts to estimate the allowance for credit losses. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current-loan specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, nature or volume of the Company's financial assets, changes in experience in staff, as well as changes in environmental conditions, such as changes in unemployment rates, property values, and other external factors, such as regulatory, legal, and technological environments. The Company has identified nine portfolio segments of loans including Commercial & Agriculture, Commercial Real Estate – Owner Occupied, Commercial Real Estate – Non-Owner Occupied, Residential Real Estate, Real Estate Construction, Home Equity Line of Credit, Farm Real Estate, Lease Financing Receivable and Consumer and Other Loans. The credit composition and risk characteristic of each portfolio segment are as follows:
Commercial & Agriculture -Commercial and agriculture loans are typically comprised of working capital loans, loans for physical expansion, asset acquisition loans and other commercial and industrial business loans. Commercial loans are made primarily on historical and projected cash flows of the borrower and secondarily on the collateral provided by the borrower. Minimum standards and underwriting guidelines have been established for all commercial types.
Commercial Real Estate -Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans. These are loans that are secured by mortgages on real estate collateral. Commercial real estate loans are viewed primarily as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the property. Loan performance may be adversely affected by factors impacting the general economy of conditions specific to the real estate market, such as geographic location and/or property type. The commercial real estate segments used for the allowance for credit losses are:
·Owner-occupied - the Company assigns a loss rate based on historical losses, as well as using a forecasted average unemployment rate and Gross Domestic Product for the next twenty-four months as a loss driver.
·Nono wner-occupied - the Company assigns a loss rate based on historical losses, as well as using a forecasted average unemployment rate and Gross Domestic Product for the next twenty-four months as a loss driver. The primary difference between this segment and owner-occupied is the owner-occupied has slightly elevated loss rates.
Residential Real Estate -These loans are extended to purchase or refinance family residential dwellings. Residential real estate loans are considered homogenous in nature. Homes may be the primary or secondary residence of the borrower or may be investment properties of the borrower. Home equity lines of credit, included in this segment, are lines of credit that are extended to refinance 1-4 family residential dwellings, or to finance the borrower's needs and collateralized by the borrower's residence. These lines may be fixed or variable in nature, and the home serving as collateral may also have a first lien outstanding. The historical loss rates are used from prior periods which align to the unemployment projections for the next twenty-four months.
Real Estate Construction -The Company defines real estate construction loans as loans where the loan proceeds are controlled by the Company and used exclusively for the improvement or development of real estate in which the Company holds a mortgage. Due to the inherent risk in this type of loan, they are monitored closely.
Farm Real Estate -Farm real estate loans are subject to underwriting standards and processes similar to commercial loans. These are loans that are secured by mortgages on real estate collateral. Farm real estate loans are viewed as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the property.
Lease Financing Receivables -Lease financing receivables are subject to underwriting standards and processes similar to commercial loans. These loans are often secured by equipment or transportation assets, and are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however may not behave as forecasted and collateral securing the loans may fluctuate in value due to economic or individual performance factors.
Consumer and Other -Consumer and other loans include loans extended primarily for consumer and household purposes and includes loans acquired with BHG for the purpose of financing medical equipment. These also include overdrafts and other items not captured by the definitions above.
The allowance for credit losses for Pooled Loans is estimated based upon periodic review of the collectability of the loans quantitatively correlating historical loan experience with reasonable and supportable forecasts using forward looking information. The Company utilized a discounted cash flow ("DCF") method to estimate the quantitative portion of the allowance for credit losses for loans evaluated on a collective pooled basis. For each segment, a loss driver analysis ("LDA") is performed in order to identify appropriate loss drivers and create a regression model for use in forecasting cash flows. The LDA utilizes the Company’s own Federal Financial Institutions Examination Council’s (“FFIEC”) Call Report data for all segments except indirect auto and all new and unknown values. Peer data is incorporated into the analysis for all segments except indirect auto and all new and unknown values. The Company uses regression analysis to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default for the changes in the economic factors for the loss driver segments. The identified loss drivers for all segments as of December 31, 2025 were national unemployment rate and national gross domestic product growth. Peer data is utilized in our model as more statistically supportable data. The Company uses actual loss data for the lease portfolio due to a lack of appropriate peer leasing data to forecast loss drivers.
Key inputs into the DCF model include loan-level detail, including the amortized cost basis of individual loans, payment structure, loss history, and forecasted loss drivers. The Company uses the central tendency midpoint seasonally adjusted forecasts from the Federal Open Market Committee ("FOMC"). Other key assumptions include the probability of default ("PD"), loss given default ("LGD"), and prepayment/curtailment rates. When possible, the Company utilizes its own PDs for the reasonable and supportable forecast period. When it is not possible to use the Company’s own PDs, the LDA is utilized to determine PDs based on the forecasted economic factors. In all cases, the LDA is then utilized to determine the long-term historical average, which is reached over the reversion period. When possible, the Company utilizes its own LGDs for the reasonable and supportable forecast period. When it is not possible to use the Company’s own LGDs, the LGD is derived using a method referred to as Frye Jacobs. The Frye Jacobs method is a mathematical formula that traces the relationship between LGD and PD over time and projects the LGD based on the level of PD forecasted. In all cases, the Frye Jacobs method is utilized to calculate LGDs during the reversion period and long-term historical average. Prepayment and curtailment rates were calculated based on the Company’s own data utilizing a one-year average. When the discounted cash flow method is used to determine the allowance for credit losses, management incorporates expected prepayments to determine the effective interest rate utilized to discount expected cash flow.
Adjustments to the quantitative evaluation may be made to account for differences in current or expected qualitative risk characteristics such as changes in: (i) lending policies and procedures; (ii) experience and depth of lending and management staff; (iii) quality of credit review system; (iv) nature and volume of portfolio; (v) past due, classified and non accrual loans; (vi) economic and business conditions; (vii) competition or legal and regulatory requirements; (viii) concentrations within the portfolio; and (ix) underlying collateral for collateral dependent loans.
Purchased Credit Deteriorated ("PCD") Loans
The Company has purchased loans, some of which have shown evidence of credit deterioration since origination. Upon adoption of ASC 326, the Company elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will continue to account for these pools as a unit of account. Loans are only removed from the existing pools if they are written off, paid off, or sold. Upon adoption of ASC 326, the allowance for credit losses was determined for each pool and added to the pool's carrying amount to establish a new amortized
cost basis. The difference between the unpaid principal balance of the pool and the new amortized cost basis is the noncredit premium or discount which will be amortized into interest income over the remaining life of the pool. Changes to the allowance for credit losses after adoption are recorded through provision expense.
Individually Evaluated Loans
The Company establishes a specific reserve for individually evaluated loans which do not share similar risk characteristics with the loans included in the forecasted allowance for credit losses. These individually evaluated loans are removed from the pooling approach discussed above for the forecasted allowance for credit losses, and include nonaccrual loans, loan and lease modifications experiencing financial difficulty, and other loans deemed appropriate by management.
For individually evaluated loans that are deemed to be collateral dependent loans, we adopted the practical expedient to measure the allowance based on the fair value of collateral. The allowance is calculated on an individual loan basis based on the shortfall between the fair value of the loan’s collateral and its recorded principal balance. If the fair value of the collateral exceeds the recorded principal balance, no allowance is required. Fair value estimates of collateral on individually analyzed loans, as well as on foreclosed and repossessed assets, are reviewed periodically. We also have a process in place to monitor whether value estimates at each quarter-end are reflective of current market conditions. Our credit policies establish criteria for obtaining appraisals and determining internal value estimates. We may also adjust outside and internal valuations based on identifiable trends within our markets, such as recent sales of similar properties or assets, listing prices and offers received. In addition, we may discount certain appraised and internal value estimates to address distressed market conditions.
Available for Sale (“AFS”) Debt Securities
For AFS securities in an unrealized loss position, the Company first assesses whether (i) we intend to sell, or (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria is met, any previously recognized allowances are charged-off and the security's amortized cost is written down to fair value through income. If neither case is affirmative, the security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Adjustments to the allowance are reported in our income statement as a component of credit loss expense. AFS securities are charged-off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by management or when either of the aforementioned criteria regarding intent or requirement to sell is met.
Accrued Interest Receivable
Upon adoption of ASU 2016-13 and its related amendments on January 1, 2023, the Company made the following elections regarding accrued interest receivable:
Presenting accrued interest receivable balances separately within another line item on the statement of financial condition. Accrued interest receivable on loans and leases totaled $10,031 and $9,077 as of December 31, 2025 and 2024, respectively. Accrued interest receivable on debt securities totaled $4,371 and $4,376 as of December 31, 2025 and 2024, respectively. Both are included in accrued interest receivable on the Consolidated Balance Sheets.
Excluding accrued interest receivable that is included in the amortized cost of financing receivables and debt securities from related disclosure requirements.
Continuing our policy to write off accrued interest receivable by reversing interest income. For both loans and leases, the write off typically occurs upon becoming 90 days past due. Historically, the Company has not experienced uncollectible accrued interest receivable on its investment securities. However, the Company would generally write off accrued interest receivable by reversing interest income if the Company does not reasonably expect to receive payments. Due to the timely manner in which accrued interest receivables are written off, the amounts of such write offs are immaterial.
Not measuring an allowance for credit losses for accrued interest receivable due to the Company’s policy of writing off uncollectible accrued interest receivable balances in a timely manner, as described above.
Reserve for Unfunded Commitments
The reserve for unfunded commitments (the “Unfunded Reserve”) represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby letters of credit. No allowance is recognized if the Company has the unconditional right to cancel the obligation. The Company is defining unconditionally cancelable in its literal sense, meaning that a commitment may be cancelled by the Company for any, or for no reason whatsoever. However, the Company in its business dealings, has no practical history of unconditionally canceling commitments. Commitments are not typically cancelled until a default or a defined condition occurs. Being that its historical practice has been to not cancel credit commitments unconditionally, the Company has made the decision to reserve for Unfunded Commitments. The Unfunded Reserve is recognized as a liability (included within accrued expenses and other liabilities in the Consolidated Balance Sheets), with adjustments to the reserve recognized as provision for credit losses in the Consolidated Statements of Operations. The Unfunded Reserve is determined by estimating expected future fundings, under each segment, and applying the expected loss rates. Expected future fundings over the estimated life of commitments are based on historical averages of funding rates (i.e., the likelihood of draws taken). To estimate future fundings on unfunded balances, current funding rates are compared to historical funding rates. Estimate of credit losses are determined using the same loss rates as funded loans.
On January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments -Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"). ASU 2022-02 eliminates the recognition and measurement guidance for troubled debt restructurings and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. This ASU also requires enhanced disclosure for loans that have been charged off. The adoption of ASU 2022-02 didnot have a significant impact on the Company’s Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans, which updates the accounting for Purchased Financial Assets ("PFA") under the CECL framework. The ASU expands the PFA model to include both Purchased Credit Deteriorated ("PCD") assets and certain non-PCD loan receivables, including purchased seasoned loans, applying the gross-up method to a broader group of acquired loans. This ASU addresses the long-standing concerns regarding double counting of credit losses and operational complexity under the prior CECL acquisition model. The ASU is effective for fiscal years beginning after December 15, 2026, butearly adoption is permitted. The Company early adopted ASU 2025-08 on a prospective basis in thefourth quarter of 2025 in connection with the Company's acquisition of FSB that closed in November 2025.
Loan Charge-off Policies: All unsecured open- and closed-ended retail loans that become past due 90 days from the contractual due date are charged off in full. In lieu of charging off the entire loan balance, loans with non-real estate collateral may be written down to the net realizable value of the collateral, if repossession of collateral is assured and in process. For open- and closed-ended loans secured by residential real estate, a current assessment of fair value is made no later than 180 days past due. Any outstanding loan balance in excess of the net realizable value of the property is charged off. All other loans are generally charged down to the net realizable value when Civista recognizes the loan is permanently impaired, which is generally after the loan is 90 days past due.
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity.
Other Real Estate: Other real estate acquired through or instead of loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis and any deficiency in the value is charged off through the allowance. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.
Other Securities: Other securities include Federal Home Loan Bank of Chicago ("FHLB") stock, Federal Reserve Bank of Cleveland (“FRB”) stock, Federal Agricultural Mortgage Corporation ("Farmer Mac") stock, United Bankers' Bancorporation Inc. ("UBBI") stock, and Norwalk Community Development Corporation ("NCDC") stock, all of which are carried at cost.
Federal Home Loan Bank ("FHLB") Stock: Civista is a member of the FHLB of Cincinnati and as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. The stock is bought from and sold to the FHLB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated for impairment by management. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) the significance of the decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted, (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance, (c) the impact of legislative and regulatory changes on the customer base of the FHLB, and (d) the liquidity position of the FHLB. With consideration given to these factors, management concluded that the FHLB stock was not impaired at December 31, 2025 or 2024. FHLB Stock is included in Other Securities on the Consolidated Balance Sheets.
Federal Reserve Bank ("FRB") Stock: Civista is a member of the Federal Reserve System. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. FRB Stock is included in Other Securities on the Consolidated Balance Sheets.
Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using both accelerated and straight-line methods over the estimated useful life of the asset, ranging from three toseven years for furniture and equipment andseven tofifty years for buildings and improvements.
Equipment Owned Under Operating Leases: As a lessor, the Company finances equipment under leases to a wide variety of customers, from commercial and industrial to government and healthcare, which are classified as operating leases. The equipment underlying the operating leases is reported at cost, net of accumulated depreciation, within Premises and Equipment on the Consolidated Balance Sheets. These operating lease arrangements require the lessee to make a fixed monthly rental payment over a specified lease term generally ranging from three to six years. Revenue consists of the contractual lease payments and is recognized on a straight-line basis over the lease term and reported in Noninterest Income on the Consolidated Statements of Operations. Leased assets are depreciated on a straight-line method over the lease term to the estimate of the equipment’s fair market value at lease termination, also referred to as “residual” value. The depreciation of these operating lease assets is reported in Noninterest Expense on the Consolidated Statements of Operations. For equipment leases, fair value may be based upon observable market prices, third-party valuations, or prices received on sales of similar assets at the end of the lease term. These residual values are reviewed annually to ensure the recorded amount does not exceed the fair market value at the lease termination. At the end of the lease, the operating lease asset is either purchased by the lessee or returned to the Company.
Bank Owned Life Insurance ("BOLI"): Civista has purchased BOLI policies on certain key executives. BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Changes in the cash surrender value are recorded as Noninterest income on the Consolidated Statements of Operations in the period that the change occurs.
Goodwill and Core Deposit Intangibles: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.
Core deposit intangibles arising from whole bank and branch acquisitions are included in other intangible assets in the Consolidated Balance Sheets. These intangible assets are measured at fair value and then amortized on an accelerated method over their estimated useful lives, which normally range from five to 12 years.
On January 1, 2023, the Company adopted ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The adoption of the ASU didnot have a significant impact on the Company's Consolidated Financial Statements.
Mortgage Servicing Rights: Mortgage servicing rights are recognized as assets for the allocated value of retained mortgage servicing rights on loans sold and are recorded in other intangible assets in the Consolidated Balance Sheets. Mortgage servicing rights are initially recorded at fair value at the date of transfer. The valuation technique uses the present value of estimated future cash flows using current market discount rates. Mortgage servicing rights are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, prepayment characteristics. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment of a grouping is reported as a valuation allowance to the extent that fair value is less than the capitalized asset for the grouping.
Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay.
Debt Issuance Costs: Costs associated with the issuance of debt are presented in the Consolidated Balance Sheets as a direct reduction from the carrying value of that debt liability. The deferred issuance costs are amortized over the life of the related debt instrument and included within the debt's interest expense.
Advertising Costs: Advertising costs are expensed as incurred.
Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information.
A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require that public business entities on an annual basis (a) disclose specific categories in the rate reconciliation and (b) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this ASU also require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments require that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The Company adopted ASU 2023-09 on a prospective basis effective January 1, 2025, and the adoption of the ASU didnot have a material impact on the Company's Consolidated Financial Statements.
Stock-Based Compensation: Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors, based on the fair value of these awards at the grant date. The market price of the Company’s common shares at the date of the grant is used for restricted shares. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments clarify how an entity determines whether a profits interest or similar award is (i) within scope of Compensation - Stock Compensation (Topic 718) or (ii) not a share-based payment arrangements and therefore within the scope of other guidance. The Company adopted ASU 2024-01 effective January 1, 2025. The adoption of ASU 2024-01 didnot have a material impact on the Company's Consolidated Financial Statements.
Retirement Plans: Pension expense is the net of service and interest cost, expected return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) and profit sharing plan expense consists of the amount of matching contributions. Deferred compensation allocates the benefits over the years of service.
Earnings per Common Share: Earnings per share is computed using the two-class method. Basic earnings per share are net income available to common shareholders divided by the weighted average number of common shares outstanding during the period, which excludes participating securities. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable related to convertible preferred shares. Treasury shares are not deemed outstanding for earnings per share calculations.
Comprehensive Income (Loss): Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale, the effective portion of derivatives designated for hedge accounting and changes in the funded status of the pension plan.
Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe that any such loss contingencies currently exist that will have a material effect on the financial statements.
Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank is required to meet regulatory reserve and clearing requirements. These balances do not earn interest. The required reserve amount at December 31, 2025 was $0. The Company didnot have any cash pledged as collateral on its interest rate swaps with third party financial institutions at December 31, 2025.
Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by Civista to CBI or by CBI to shareholders. Additional information related to dividend restrictions can be found in Note 19.
Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions that reflect exit price value, as more fully disclosed in Note 17. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.
Operating Segments: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU apply to all public entities that are required to report segment information in accordance with FASB ASC Topic 280, Segment Reporting. The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss. Public entities are required to disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. In addition, public entities must provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by FASB ASC Topic 280, Segment Reporting, in interim periods. The amendments clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. The amendments require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Finally, the amendments require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in the ASU and all existing segment disclosures in ASC Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted ASU 2023-07 in 2024 with little impact as currently, the Company's financial service operations are considered by management to be aggregated in one reportable operating segment.
While the Company’s chief operating decision maker monitors the revenue streams of the Company’s various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. The Company has determined that all of its financial service operations meet the aggregation criteria of ASC 280, Segment Reporting, as its current operating model is structured whereby financial service operations serve a similar base of retail and commercial customers utilizing a company-wide offering of similar products and services managed through similar processes that are collectively reviewed by the Company's Chief Financial Officer, who has been identified as the chief operating decision maker ("CODM"). Therefore, all of the Company’s financial service operations are considered by the CODM to be aggregated inone reportable operating segment.
Treasury Stock: CBI common shares that are repurchased are recorded in treasury stock at cost.
Business Combinations: At the date of acquisition the Company records the assets and liabilities of acquired companies on the Consolidated Balance Sheets at their fair value. The results of operations for acquired companies are included in the Company’s Consolidated Statements of Operations beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the Consolidated Statements of Operations during the period incurred.
Derivative Instruments and Hedging Activities: The Company occasionally enters into derivative financial instruments as part of its interest rate risk management strategies. These derivative financial instruments consist primarily of interest rate swaps. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on he intended use of the derivative and whether the Company has elected to designate a derivative as a hedging relationship and apply hedge accounting. Further consideration also involves a determination on whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
If it is determined that the derivative instrument is not highly effective as a hedge, hedge accounting is discontinued, and the adjustment to fair value of the derivative instrument is recorded in earnings. For a derivative used to hedge changes in cash flows associated with forecasted transactions, the gain or loss on the effective portion of the derivative is deferred and reported as a component of accumulated other comprehensive income, which is a component of stockholders' equity, until such time the hedged transaction affects earnings. For derivative instruments not accounted for as hedges, changes in fair value are recognized in noninterest income/expense. Counterparty risk with loan customers is managed through loan covenant agreements and, as such, does not have a significant impact on the fair value of the swaps. Counterparty risk with other banks is managed through bilateral collateralization agreements. Deferred gains and losses from derivatives not accounted for as hedges are amortized over the shorter of the original remaining term of the derivative or the remaining life of the underlying asset or liability.
In relation to the derivative instruments not designated as hedges, the Company is party to master netting arrangements with its financial institution counterparties. The arrangements provide for a single net settlement of all swap agreements, as well as collateral. In the event of default on, or termination of, any one contract, collateral, in the form or cash and marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.
Effect of Newly Issued but Not Yet Effective Accounting Standards:
In November 2025, the FASB issued ASU 2025-09: Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. ASU 2025-09 amends ASC 815 to align hedge accounting more closely with an entity's economic risk management practices. Key amendments include (i) to allow designating a variable price component of a nonfinancial forecasted purchase or sale as the hedged risk, (ii) to allow grouping individual forecasted transactions with similar (not identical) risk exposures, (iii) a new model for hedging forecasted interest on variable-rate debt, enabling changes in index or tenor without redesignation, subject to simplifying assumptions, and (iv) additional clarifications related to hedge accounting of nonfinancial components, net written options, and dual-hedge strategies. ASU 2025-09 will be effective for annual periods after December 15, 2026, though early adoption is permitted. ASU 2025-09 is not expected to have a material impact on the Company's Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03: Income Statement-Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses. This ASU requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU does not change the expense captions an entity presents on the face of the income statement. ASU 2024-03 can be applied prospectively, and it is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective applications are permitted. The Company is currently evaluating the impact of ASU 2024-03 on its Consolidated Financial Statements.
NOTE 2 - ACQUISITIONS
At the close of business on November 6, 2025 ("Acquisition Date"), the Company completed the acquisition of FSB for aggregate stock and cash consideration of approximately $66,758, through a merger transaction accounted for as a business combination under ASC 805, Business Combinations. As a result of the FSB acquisition, CBI issued 1,434,473 common shares and paid approximately $35,544 in cash to the former shareholders of FSB. The Company and FSB had first announced that they had entered into an agreement to merge in July of 2025. Upon the closing of the merger, FSB was merged with and into Civista.
The acquisition of FSB was not material for purposes of requiring pro forma financial information under Article 11 of Regulation S-X, based on quantitative and qualitative factors. Accordingly, certain disclosures typically required for material business combinations have been omitted.
The results of FSB's operations have been included in the Company's Consolidated Financial Statements from the Acquisition Date. Given the immaterial nature of the acquisition, pro forma financial information for the combined entity has not been presented, as such information would not be meaningful to users of the financial statements.
The preliminary allocation resulted in the recognition of goodwill, which represents the excess of the purchase consideration over the fair value of net assets acquired. Goodwill arising from the transaction is primarily attributable to expected costs synergies, enhanced market presence, and future growth opportunities. The goodwill recognized is not deductible for federal income tax purposes but will be evaluated for impairment, at least annually.
Loans acquired in the FSB acquisition were recorded at their fair value as of November 6, 2025, in accordance with ASC 805 and the Company's accounting policies.
The unpaid principal balance of loans acquired from FSB was $110.2 million at the Acquisition Date. Based on a third-party valuation, the loans were recorded at an estimated fair value of $104.2 million, which reflects credit, interest rate, liquidity, and other market-based valuation factors. The difference between the unpaid principal balance and fair value of approximately $6.0 million is primarily the non-credit purchase discount of $4.0 million that will be accreted into interest income over the average life of the portfolio using the level yield method and the $2.0 million addition to the ACL related to the acquired FSB loan portfolio. The amount of accretion recognized from the FSB acquisition was $336 as of December 31, 2025.
The Company early adopted the amended Purchased Financial Assets ("PFA") guidance under ASC 326, under which all acquired loans are accounted for under a single credit loss model. Accordingly, at the Acquisition Date, the Company recorded an ACL of $2.0 million related to the acquired FSB loan portfolio, with a corresponding gross-up of loan balances, to reflect expected lifetime credit losses inherent in the loans. The ACL recognized at acquisition did not impact earnings, as it was recorded as part of the purchase accounting.
Subsequent changes in expected credit losses for the acquired loans will be recognized through the provision for credit losses in the Company's Consolidated Statements of Operations.
Core deposit intangibles will be amortized over the expected useful lives, which was determined to be eight years using the sum-of-years-digits method. The net carrying amount of the core deposit intangible at December 31, 2025 was $6,717. The amount of amortization expense recognized on the FSB core deposit intangibles was $258 as of December 31, 2025.
As of December 31, 2025, the estimated future amortization expense for the core deposit intangible is as follows:
| Core deposit intangibles | |
|---|---|
| 2026 | $1,518 |
| 2027 | 1,324 |
| 2028 | 1,130 |
| 2029 | 936 |
| 2030 | 743 |
| Thereafter | 1,066 |
| $6,717 | |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for FSB.
| Cash paid | $35,544 | |
|---|---|---|
| Common shares issued (1,434,473 shares) | 31,214 | |
| Total | $66,758 | |
| Net assets acquired: | ||
| Cash and due from financial institutions | $185,018 | |
| Loans, net | 104,200 | |
| Other securities | 259 | |
| Premises and equipment | 1,993 | |
| Accrued interest receivable | 440 | |
| Core deposit intangible | 6,975 | |
| Deferred taxes | (514) | |
| Other assets | 392 | |
| Time deposits | (112,174) | |
| Noninterest-bearing deposits | (33,846) | |
| Interest-bearing deposits | (90,076) | |
| Other liabilities | (827) | |
| Goodwill resulting from the FSB acquisition | $4,918 | |
The FSB acquisition did not have a material impact on the Company's capital ratios. Integration activities, including the core conversion of FSB into CBI, are on-going as planned and will be completed in the first quarter of 2026. The Company has incurred approximately $4.1 million in acquisition related expenses during the year ended December 31, 2025, that are included in Other operating expenses in the Consolidated Statements of Operations.
NOTE 3 - SECURITIES
The amortized cost and fair value of available for sale securities and the related gross unrealized gains and losses recognized were as follows:
| AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value | |
|---|---|---|---|---|
| U.S. Treasury securities and obligations of U.S. government agencies | $61,935 | $262 | $(1,180) | $61,017 |
| Obligations of states and political subdivisions | 345,214 | 1,319 | (21,735) | $324,798 |
| Mortgage-back securities in government sponsored entities | 319,792 | 525 | (24,224) | 296,093 |
| Total debt securities | $726,941 | $2,106 | $(47,139) | $681,908 |
| AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value | |
|---|---|---|---|---|
| U.S. Treasury securities and obligations of U.S. government agencies | $100,378 | $303 | $(3,294) | $97,387 |
| Obligations of states and political subdivisions | 351,635 | 482 | (26,998) | 325,119 |
| Mortgage-back securities in government sponsored entities | 258,045 | 97 | (32,581) | 225,561 |
| Total debt securities | $710,058 | $882 | $(62,873) | $648,067 |
The amortized cost and fair value of securities at year-end 2025 by contractual maturity were as follows. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.
| Available for sale | ||
|---|---|---|
| Amortized Cost | Fair Value | |
| Due in one year or less | $25,415 | $25,257 |
| Due from one to five years | 64,428 | 62,388 |
| Due from five to ten years | 61,591 | 61,396 |
| Due after ten years | 255,715 | 236,774 |
| Mortgage-backed securities in government sponsored entities | 319,792 | 296,093 |
| Total securities available for sale | $726,941 | $681,908 |
Securities with a carrying value of $239,649 and $206,600 were pledged as of December 31, 2025 and 2024, respectively, to secure public deposits, other deposits and liabilities as required or permitted by law.
Proceeds from sales of securities, gross realized gains and gross realized losses were as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Sale proceeds | $— | $2,994 | $— |
| Gross realized gains | — | 33 | — |
| Gross realized losses | — | — | — |
| Gains from securities called or settled by the issuer | — | — | — |
Debt securities with unrealized losses at year-end 2025 and 2024 not recognized in income were as follows:
| 2025 | 12 Months or less | More than 12 months | Total | |||
|---|---|---|---|---|---|---|
| Description of Securities | FairValue | UnrealizedLoss | FairValue | UnrealizedLoss | FairValue | UnrealizedLoss |
| U.S. Treasury securities and obligations of U.S. government agencies | $1,168 | $(2) | $47,644 | $(1,178) | $48,812 | $(1,180) |
| Obligations of states and political subdivisions | 12,606 | (45) | 181,703 | (21,690) | 194,309 | (21,735) |
| Mortgage-backed securities in gov’t sponsored entities | 58,246 | (490) | 172,015 | (23,734) | 230,261 | (24,224) |
| Total | $72,020 | $(537) | $401,362 | $(46,602) | $473,382 | $(47,139) |
| 2024 | 12 Months or less | More than 12 months | Total | |||
|---|---|---|---|---|---|---|
| Description of Securities | FairValue | UnrealizedLoss | FairValue | UnrealizedLoss | FairValue | UnrealizedLoss |
| U.S. Treasury securities and obligations of U.S. government agencies | $32,388 | $(51) | $55,000 | $(3,243) | $87,388 | $(3,294) |
| Obligations of states and political subdivisions | 98,965 | (806) | 173,668 | (26,192) | 272,633 | (26,998) |
| Mortgage-backed securities in gov’t sponsored entities | 28,322 | (329) | 186,173 | (32,252) | 214,495 | (32,581) |
| Total | $159,675 | $(1,186) | $414,841 | $(61,687) | $574,516 | $(62,873) |
Each quarter, we perform an analysis to determine if any of the unrealized losses on securities available-for-sale are comprised of credit losses as compared to unrealized losses due to market interest rate adjustments. Our assessment includes a review of the unrealized loss for each security issuance held; the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades; and our ability and intent to hold the security for a period of time sufficient for a recovery in value. We also consider the extent to which the securities are issued by the federal government or its agencies, and any guarantee of issued amounts by those agencies. Based on the foregoing assessment, no provision for credit losses on securities was recognized for the year ended December 31, 2025.
At December 31, 2025, the Company owned 372 debt securities that were in an unrealized loss position. Of those securities,107 securities, with unrealized losses totaling $25,404 and estimated fair value of $279,903, consisted of bonds issued or guaranteed by agencies of the U.S. federal government. The remaining 265 securities, with unrealized losses totaling $21,735 and estimated fair value of $194,309, consisted of bonds issued by state municipalities. The portfolio continues to consist of a mix of fixed and floating-rate, high quality securities, largely rated AA (or better), displaying an overall effective duration of approximately 3.0 years, and all securities were paying as agreed at December 31, 2025.
The following table presents the net gains and losses on equity investments recognized in earnings at year-end 2025 and 2024, and the portion of unrealized gains and losses for the period that relates to equity investments held at year-end 2025 and 2024:
| 2025 | 2024 | |
|---|---|---|
| Net gains (losses) recognized on equity securities during the year | $271 | $252 |
| Less: Net gains realized on the sale of equity securities during the period | — | — |
| Unrealized gains (losses) recognized in equity securities held at December 31 | $271 | $252 |
Equity securities consisting of investments in other financial institutions totaled $2.7 million as of December 31, 2025 and $2.4 million as of December 31, 2024.
Stock of the FHLB, the FRBC, UBBI, Farmer Mac and NCDC are included as Other securities on the Company's Consolidated Balance Sheets. FHLB stock was recorded at $11.6 million at December 31, 2025 and $18.5 million at December 31, 2024. FRB stock was recorded at $14.0 million at December 31, 2025 and $11.5 million at December 31, 2024. UBBI stock was recorded at $225 at both December 31, 2025 and December 31, 2024. Farmer Mac stock was recorded at $42 at both December 31, 2025 and December 31, 2024. NCDC stock was recorded at $2 at both December 31, 2025 and December 31, 2024.
NOTE 4 - LOANS AND LEASES
Loans at year-end were as follows:
| 2025 | 2024 | |
|---|---|---|
| Commercial & Agriculture | $308,692 | $328,488 |
| Commercial Real Estate - Owner Occupied | 385,547 | 374,367 |
| Commercial Real Estate - Non-Owner Occupied | 1,239,017 | 1,225,991 |
| Residential Real Estate | 944,328 | 763,869 |
| Real Estate Construction | 285,137 | 305,992 |
| Farm Real Estate | 37,775 | 23,035 |
| Lease financing receivable | 35,103 | 46,900 |
| Consumer and Other | 34,447 | 12,588 |
| Total Loans and Leases | 3,270,046 | 3,081,230 |
| Allowance for credit losses | (42,020) | (39,669) |
| Net loans and leases | $3,228,026 | $3,041,561 |
Lease financing receivables consist of sales-type and direct financing leases for equipment, with terms typically ranging fromtwo tosix years. On direct financing leases, the Company obtains third-party residual value guarantees to reduce its residual asset risk. There were no significant changes in the balances of the Company's unguaranteed residual assets for the period ending December 31, 2025. The net investment in direct financing and sales-type leases was comprised of the following:
| December 31,2025 | December 31, 2024 | |
|---|---|---|
| Minimum lease payments receivable | $39,332 | $53,284 |
| Unguaranteed residual assets | 1,558 | 1,286 |
| Unamortized direct costs | 14 | — |
| Unearned income | (5,801) | (7,670) |
| Total net investment in direct financing and sales-type leases | $35,103 | $46,900 |
Undiscounted future minimum lease payments receivable for direct financing and sales-type leases at December 31, 2025 were as follows:
| At December 31, | |
|---|---|
| 2026 | $14,085 |
| 2027 | 10,980 |
| 2028 | 7,787 |
| 2029 | 3,947 |
| 2030 | 1,962 |
| Thereafter | 571 |
| Total undiscounted future minimum lease payments receivable for direct financing and sales-type leases | $39,332 |
The Company earns revenue on direct financing and sales-type leases, as well as operating leases disclosed in Note 7. The components of total lease income were as follows:
| December 31, | December 31, | December 31, | |
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Interest and dividend income - Loans and leases, including fees: | |||
| Interest income on net investments in direct financing and sales-type leases | $5,240 | $6,139 | $3,412 |
| Noninterest income - Lease revenue & residual income: | |||
| Lease income from operating lease payments | 5,567 | 7,819 | 7,349 |
| Other1 | 307 | 1,092 | 246 |
1 Other consists of lease-related fees and commissions and gains (losses) on sale or disposition of leased assets
Loans to principal officers, directors, and their affiliates at year-end 2025 and 2024 were as follows:
| 2025 | 2024 | |
|---|---|---|
| Balance - Beginning of year | $21,790 | $10,550 |
| New loans and advances | 10,912 | 3,719 |
| Repayments | (6,780) | (2,732) |
| Effect of changes to related parties | (150) | 10,253 |
| Balance - End of year | $25,772 | $21,790 |
The Company had credit lines to principal officers, directors, and their affiliates with aggregate availability of $7,858 and $7,520 as of December 31, 2025 and 2024, respectively.
NOTE 5 - ALLOWANCE FOR CREDIT LOSSES
The following tables present, by portfolio segment, the changes in the allowance for credit losses, the ending allocation of the allowance for credit losses and the loan balances outstanding for the years ended December 31, 2025, 2024 and 2023.
| December 31, 2025 | Beginningbalance | Acquisition related allowance for credit loss | Charge-offs | Recoveries | Provision(Credit) | Endingbalance |
|---|---|---|---|---|---|---|
| Commercial & Agriculture | $6,586 | $104 | $(1,230) | $404 | $(711) | 5,153 |
| Commercial Real Estate: | ||||||
| Owner Occupied | 4,327 | 110 | — | 1 | (18) | 4,420 |
| Non-Owner Occupied | 11,404 | 46 | (1,350) | 3 | 2,015 | 12,118 |
| Residential Real Estate | 11,866 | 1,404 | (135) | 176 | 1,407 | 14,718 |
| Real Estate Construction | 3,708 | 30 | — | — | 104 | 3,842 |
| Farm Real Estate | 226 | 240 | — | — | (187) | 279 |
| Lease Financing Receivable | 1,361 | 0 | (1,058) | 53 | 813 | 1,169 |
| Consumer and Other | 191 | 26 | (21) | 27 | 98 | 321 |
| Total | $39,669 | $1,960 | $(3,794) | $664 | $3,521 | $42,020 |
For the year ended December 31, 2025, the Company provided $3,521 to the allowance for credit losses, as compared to a provision for credit losses of $5,885 for the year ended December 31, 2024. The decrease in the provision for credit loss expense was due to the favorable economic conditions resulting from the loss driver analysis. The FSB acquisition related allowance was $1,960.
For the year ended December 31, 2025, the allowance for Commercial & Agriculture loans decreased mainly due to charge-offs, consisting of multiple relationships, and partially due to a decrease in provision related to the loss driver analysis. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to a provision taken from individually evaluated loans on two commercial relationships. The allowance for Residential Real Estate loans increased due to an increase in loan balances mainly from the FSB acquisition. The allowance for Lease Financing Receivable decreased as a result of an increase in charge-offs. The allowance for Consumer and Other loans increased due to an increase in loan balances resulting from the FSB acquisition.
| December 31, 2024 | Beginningbalance | Charge-offs | Recoveries | Provision(Credit) | Endingbalance |
|---|---|---|---|---|---|
| Commercial & Agriculture | $7,587 | $(2,197) | $255 | $941 | $6,586 |
| Commercial Real Estate: | |||||
| Owner Occupied | 4,723 | — | — | (396) | 4,327 |
| Non-Owner Occupied | 12,056 | (672) | 18 | 2 | 11,404 |
| Residential Real Estate | 8,489 | (83) | 197 | 3,263 | 11,866 |
| Real Estate Construction | 3,388 | — | 12 | 308 | 3,708 |
| Farm Real Estate | 260 | — | — | (34) | 226 |
| Lease Financing Receivable | 297 | (881) | 20 | 1,925 | 1,361 |
| Consumer and Other | 341 | (82) | 37 | (105) | 191 |
| Unallocated | 19 | — | — | (19) | — |
| Total | $37,160 | $(3,915) | $539 | $5,885 | $39,669 |
For the year ended December 31, 2024, the Company provided $5,885 to the allowance for credit losses. The allowance for Commercial & Agriculture loans decreased due to an increase in charge-offs, mainly due to two commercial relationships. The allowance for Commercial Real Estate – Owner Occupied loans decreased due to a decrease in loan balances. The allowance for Commercial Real Estate – Non-Owner Occupied loans decreased due to an increase in charge-offs on two commercial relationships. The allowance for Residential Real Estate loans increased due to an increase in loan balances and a decrease in prepayment speeds from 13.94% to 7.30%. The allowance for Lease Financing Receivable increased due to a higher provision deemed necessary from elevated charge-off activity in this segment during the year. The allowance for Consumer and Other loans decreased due to a decrease in loan balances.
| December 31, 2023 | Beginningbalance | CECL Adoption Day 1 Impact | Impact of Adopting ASC 326 - PCD Loans 1 | Charge-offs | Recoveries | Provision(Credit) | Endingbalance |
|---|---|---|---|---|---|---|---|
| Commercial & Agriculture | $3,011 | $429 | $— | $(1,300) | $177 | $5,270 | $7,587 |
| Commercial Real Estate: | |||||||
| Owner Occupied | 4,565 | 1,075 | 19 | — | 15 | (951) | 4,723 |
| Non-Owner Occupied | 14,138 | (2,847) | — | — | 46 | 719 | 12,056 |
| Residential Real Estate | 3,145 | 2,762 | 166 | (17) | 134 | 2,299 | 8,489 |
| Real Estate Construction | 2,293 | 1,502 | — | — | 37 | (444) | 3,388 |
| Farm Real Estate | 291 | (28) | — | — | — | (3) | 260 |
| Lease Financing Receivable | 429 | 1,743 | 635 | — | — | (2,510) | 297 |
| Consumer and Other | 98 | 201 | 77 | (114) | 43 | 36 | 341 |
| Unallocated | 541 | (541) | — | — | — | 19 | 19 |
| Total | $28,511 | $4,296 | $897 | $(1,431) | $452 | $4,435 | $37,160 |
| 1 Day 1 impact of $1,668 of adopting ASC 326-PCD loans was netted by changes in estimates of $771. | |||||||
For the year ended December 31, 2023, the Company provided $4,435 to the allowance for credit losses. A one-time CECL adoption adjustment of $4,296 along with a $897 adjustment related to ASC 326 adoption was incurred in the first quarter of 2023. For the year ended December 31, 2023, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves required for this type as a result of an increase in loan balances, accompanied by an increase in classified loan balances. The result was represented as an increase in the provision.
The allowance for Commercial Real Estate – Owner Occupied loans increased due to an increase in general reserves required for this type as a result of increased loan balances, partially offset by a decrease in classified loan balances. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans decreased due to a decrease in general reserves required as a result of an increase in loan balances, offset by a decrease in loss rates and classified loan balances. This was represented as a decrease in the provision. The allowance for Residential Real Estate loans increased due to an increase in general reserves required for this type as a result of increased loan balances. The result was represented by an increase in the provision. The allowance for Consumer and Other loans decreased due to a decrease in loan balances and an increase in charge-offs.
The following tables represent credit exposures by internally assigned risk ratings for the periods ended December 31, 2025 and 2024. The risk rating analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company's internal credit risk grading system is based on experiences with similarly graded loans.
The Company’s internally assigned grades are as follows:
Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.
Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.
Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that Civista will sustain some loss if the deficiencies are not corrected.
Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.
Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.
Homogeneous loans, generally Residential Real Estate, Real Estate Construction, and Consumer and Other loans, are not risk-graded, except when collateral is used for a business purpose. These loans are monitored based on performance, with performing loans included as Pass and nonperforming loans included in Substandard.
| Term Loans Amortized Cost Basis by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| Revolving | ||||||||
| December 31, 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Loans | Total |
| Commercial & Agriculture | ||||||||
| Pass | $55,108 | $49,767 | $32,413 | $21,623 | $15,222 | $8,323 | $100,299 | $282,755 |
| Special Mention | 686 | — | 331 | 1,142 | 2,426 | 61 | 7,381 | 12,027 |
| Substandard | 506 | 4,677 | 1,267 | 619 | 8 | — | 5,325 | 12,402 |
| Doubtful | — | — | — | — | — | — | 1,508 | 1,508 |
| Total Commercial & Agriculture | $56,300 | $54,444 | $34,011 | $23,384 | $17,656 | $8,384 | $114,513 | $308,692 |
| Commercial & Agriculture: | ||||||||
| Current-period gross charge-offs | $158 | $— | $580 | $216 | $15 | $261 | $— | $1,230 |
| Commercial Real Estate - Owner Occupied | ||||||||
| Pass | $41,259 | $32,982 | $41,997 | $55,380 | $54,209 | $120,299 | $6,347 | $352,473 |
| Special Mention | 330 | — | 1,010 | 14,290 | 5,275 | 1,539 | 75 | 22,519 |
| Substandard | — | — | 1,514 | 2,930 | — | 4,617 | 1,494 | 10,555 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial Real Estate - Owner Occupied | $41,589 | $32,982 | $44,521 | $72,600 | $59,484 | $126,455 | $7,916 | $385,547 |
| Commercial Real Estate - Owner Occupied: | ||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Commercial Real Estate - Non-Owner Occupied | ||||||||
| Pass | $64,507 | $77,375 | $259,428 | $295,520 | $143,207 | $329,652 | $31,946 | $1,201,635 |
| Special Mention | — | 950 | — | 1,520 | — | 7,036 | — | 9,506 |
| Substandard | — | — | — | — | 14,593 | 12,799 | — | 27,392 |
| Doubtful | — | — | — | — | — | 484 | — | 484 |
| Total Commercial Real Estate - Non-Owner Occupied | $64,507 | $78,325 | $259,428 | $297,040 | $157,800 | $349,971 | $31,946 | $1,239,017 |
| Commercial Real Estate - Non-Owner Occupied: | ||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $800 | $550 | $— | $1,350 |
| Residential Real Estate | ||||||||
| Pass | $98,026 | $145,132 | $126,021 | $114,905 | $91,029 | $160,969 | $198,707 | $934,789 |
| Special Mention | 139 | 55 | — | — | 551 | 270 | 350 | 1,365 |
| Substandard | — | — | 433 | 1,513 | 534 | 3,024 | 1,134 | 6,638 |
| Doubtful | — | 1,020 | — | — | — | — | 516 | 1,536 |
| Total Residential Real Estate | $98,165 | $146,207 | $126,454 | $116,418 | $92,114 | $164,263 | $200,707 | $944,328 |
| Residential Real Estate: | ||||||||
| Current-period gross charge-offs | $— | $— | $5 | $40 | $39 | $51 | $— | $135 |
| Revolving | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Loans | Total |
| Real Estate Construction | ||||||||
| Pass | $116,268 | $39,988 | $75,744 | $23,121 | $4,041 | $7,282 | $11,304 | $277,748 |
| Special Mention | — | 6,678 | — | — | — | — | — | 6,678 |
| Substandard | — | — | 711 | — | — | — | — | 711 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Real Estate Construction | $116,268 | $46,666 | $76,455 | $23,121 | $4,041 | $7,282 | $11,304 | $285,137 |
| Real Estate Construction: | ||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Farm Real Estate | ||||||||
| Pass | $2,220 | $1,606 | $2,710 | $1,709 | $2,600 | $20,683 | $3,133 | $34,661 |
| Special Mention | — | — | 450 | 461 | — | 679 | 1,027 | 2,617 |
| Substandard | — | — | — | — | 22 | 475 | — | 497 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Farm Real Estate | $2,220 | $1,606 | $3,160 | $2,170 | $2,622 | $21,837 | $4,160 | $37,775 |
| Farm Real Estate: | ||||||||
| Current-period charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Lease Financing Receivables | ||||||||
| Pass | $7,631 | $7,361 | $7,292 | $3,193 | $486 | $21 | $— | $25,984 |
| Special Mention | 1,799 | 3,035 | 2,340 | 39 | — | — | — | 7,213 |
| Substandard | 43 | 1,363 | 235 | 265 | — | — | — | 1,906 |
| Doubtful | — | — | - | — | — | — | — | - |
| Total Lease Financing Receivables | $9,473 | $11,759 | $9,867 | $3,497 | $486 | $21 | $— | $35,103 |
| Lease Financing Receivables: | ||||||||
| Current-period charge-offs | $104 | $177 | $110 | $583 | $— | $84 | $— | $1,058 |
| Consumer and Other | ||||||||
| Pass | $24,261 | $3,717 | $2,428 | $1,416 | $662 | $404 | $1,504 | $34,392 |
| Special Mention | — | — | — | — | — | — | 3 | 3 |
| Substandard | — | 9 | 13 | 16 | 14 | — | — | 52 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Consumer and Other | $24,261 | $3,726 | $2,441 | $1,432 | $676 | $404 | $1,507 | $34,447 |
| Consumer and Other: | ||||||||
| Current-period charge-offs | $— | $— | $5 | $6 | $4 | $6 | $— | $21 |
| Total Loans | $412,783 | $375,715 | $556,337 | $539,662 | $334,879 | $678,617 | $372,053 | $3,270,046 |
| Total Loans: | ||||||||
| Current-period charge-offs | $262 | $177 | $700 | $845 | $858 | $952 | $— | $3,794 |
| Term Loans Amortized Cost Basis by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| Revolving | ||||||||
| December 31, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | Total |
| Commercial & Agriculture | ||||||||
| Pass | $74,397 | $55,540 | $37,078 | $33,164 | $7,477 | $13,449 | $86,804 | $307,909 |
| Special Mention | 255 | 1,225 | 511 | 32 | 1,286 | — | 4,173 | 7,482 |
| Substandard | 5,629 | 1,942 | 413 | 89 | 3 | 332 | 3,004 | 11,412 |
| Doubtful | — | — | — | — | — | — | 1,685 | 1,685 |
| Total Commercial & Agriculture | $80,281 | $58,707 | $38,002 | $33,285 | $8,766 | $13,781 | $95,666 | $328,488 |
| Commercial & Agriculture: | ||||||||
| Current-period gross charge-offs | $1,520 | $339 | $204 | $53 | $48 | $33 | $— | $2,197 |
| Commercial Real Estate - Owner Occupied | ||||||||
| Pass | $26,677 | $40,344 | $72,901 | $62,663 | $52,478 | $97,293 | $8,358 | $360,714 |
| Special Mention | — | 3,525 | 4,987 | 855 | 383 | 302 | 178 | 10,230 |
| Substandard | — | — | — | — | — | 3,189 | 234 | 3,423 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial Real Estate - Owner Occupied | $26,677 | $43,869 | $77,888 | $63,518 | $52,861 | $100,784 | $8,770 | $374,367 |
| Commercial Real Estate - Owner Occupied: | ||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Commercial Real Estate - Non-Owner Occupied | ||||||||
| Pass | $59,635 | $227,608 | $299,079 | $170,534 | $121,313 | $280,870 | $29,219 | $1,188,258 |
| Special Mention | — | — | 7,166 | — | — | 10,533 | — | 17,699 |
| Substandard | — | — | — | 8,000 | — | 12,034 | — | 20,034 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial Real Estate - Non-Owner Occupied | $59,635 | $227,608 | $306,245 | $178,534 | $121,313 | $303,437 | $29,219 | $1,225,991 |
| Commercial Real Estate - Non-Owner Occupied: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $672 | $— | $672 |
| Residential Real Estate | ||||||||
| Pass | $97,552 | $127,090 | $113,877 | $90,198 | $64,528 | $91,785 | $168,840 | $753,870 |
| Special Mention | 71 | 286 | — | 576 | 92 | 481 | 426 | 1,932 |
| Substandard | — | 316 | 967 | 859 | 675 | 2,655 | 1,180 | 6,652 |
| Doubtful | 1,115 | — | — | — | — | — | 300 | 1,415 |
| Total Residential Real Estate | $98,738 | $127,692 | $114,844 | $91,633 | $65,295 | $94,921 | $170,746 | $763,869 |
| Residential Real Estate: | ||||||||
| Current-period gross charge-offs | $2 | $— | $— | $3 | $— | $78 | $— | $83 |
| Term Loans Amortized Cost Basis by Origination Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revolving | ||||||||||
| December 31, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Loans · Total | ||||||||||
| Real Estate Construction | ||||||||||
| Pass | $90,417 | $133,695 | $52,564 | $10,348 | $6,841 | $2,369 | $9,449 | $305,683 | ||
| Special Mention | 154 | — | — | 155 | — | — | — | 309 | ||
| Substandard | — | — | - | - | — | — | — | - | ||
| Doubtful | — | — | — | — | — | — | — | — | ||
| Total Real Estate Construction | $90,571 | $133,695 | $52,564 | $10,503 | $6,841 | $2,369 | $9,449 | $305,992 | ||
| Real Estate Construction: | ||||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $ | - | |
| Farm Real Estate | ||||||||||
| Pass | $571 | $2,125 | $495 | $2,099 | $4,122 | $11,525 | $1,490 | $22,427 | ||
| Special Mention | — | — | 388 | — | - | 158 | 62 | 608 | ||
| Substandard | — | — | — | — | — | - | — | - | ||
| Doubtful | — | — | — | — | — | — | — | — | ||
| Total Farm Real Estate | $571 | $2,125 | $883 | $2,099 | $4,122 | $11,683 | $1,552 | $23,035 | ||
| Farm Real Estate: | ||||||||||
| Current-period charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | ||
| Lease Financing Receivables | ||||||||||
| Pass | $18,783 | $16,516 | $6,955 | $1,563 | $426 | $65 | $ | - | $44,308 | |
| Special Mention | 1,107 | — | — | — | — | - | — | 1,107 | ||
| Substandard | — | 466 | 1,000 | — | 19 | - | — | 1,485 | ||
| Doubtful | — | — | — | — | — | — | — | — | ||
| Total Lease Financing Receivables | $19,890 | $16,982 | $7,955 | $1,563 | $445 | $65 | $ | - | $46,900 | |
| Lease Financing Receivables: | ||||||||||
| Current-period charge-offs | $— | $199 | $607 | $12 | $63 | $— | $— | $881 |
|---|---|---|---|---|---|---|---|---|
| Consumer and Other | ||||||||
| Pass | $2,521 | $3,717 | $2,329 | $1,787 | $677 | $206 | $1,339 | $12,576 |
| Special Mention | — | — | — | — | — | - | — | - |
| Substandard | — | 3 | - | 9 | - | - | — | 12 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Consumer and Other | $2,521 | $3,720 | $2,329 | $1,796 | $677 | $206 | $1,339 | $12,588 |
| Consumer and Other: | ||||||||
| Current-period charge-offs | $25 | $7 | $21 | $5 | $6 | $18 | $— | $82 |
| Total Loans | $378,884 | $614,398 | $600,710 | $382,931 | $260,320 | $527,246 | $316,741 | $3,081,230 |
| Total Loans: | ||||||||
| Current-period charge-offs | $1,547 | $545 | $832 | $73 | $117 | $801 | $— | $3,915 |
The following tables include an aging analysis of the recorded investment of past due loans outstanding as of December 31, 2025 and 2024.
| December 31, 2025 | 30-59DaysPast Due | 60-89DaysPast Due | 90 Daysor Greater | Total PastDue | Current | Total Loans | Past Due90 DaysandAccruing |
|---|---|---|---|---|---|---|---|
| Commercial & Agriculture | $382 | $239 | $141 | $762 | $307,930 | $308,692 | $— |
| Commercial Real Estate: | |||||||
| Owner Occupied | 179 | — | 6 | 185 | 385,362 | 385,547 | 23 |
| Non-Owner Occupied | 8,332 | — | 1,130 | 9,462 | 1,229,555 | 1,239,017 | — |
| Residential Real Estate | 5,954 | 1,629 | 2,331 | 9,914 | 934,414 | 944,328 | 104 |
| Real Estate Construction | — | — | — | — | 285,137 | 285,137 | — |
| Farm Real Estate | — | — | — | — | 37,775 | 37,775 | — |
| Lease Financing Receivables | 1,301 | 1,240 | 454 | 2,995 | 32,108 | 35,103 | 335 |
| Consumer and Other | 115 | 37 | 47 | 199 | 34,248 | 34,447 | — |
| Total | $16,263 | $3,145 | $4,109 | $23,517 | $3,246,529 | $3,270,046 | $462 |
| December 31, 2024 | 30-59DaysPast Due | 60-89DaysPast Due | 90 Daysor Greater | Total PastDue | Current | Total Loans | Past Due90 DaysandAccruing |
|---|---|---|---|---|---|---|---|
| Commercial & Agriculture | $825 | $114 | $1,374 | $2,313 | $326,175 | $328,488 | $— |
| Commercial Real Estate: | |||||||
| Owner Occupied | — | — | 225 | 225 | 374,142 | 374,367 | 225 |
| Non-Owner Occupied | 69 | 8,000 | 2,514 | 10,583 | 1,215,408 | 1,225,991 | — |
| Residential Real Estate | 5,504 | 1,634 | 2,273 | 9,411 | 754,458 | 763,869 | — |
| Real Estate Construction | — | — | — | — | 305,992 | 305,992 | — |
| Farm Real Estate | — | — | — | — | 23,035 | 23,035 | — |
| Lease Financing Receivables | 575 | 351 | 909 | 1,835 | 45,065 | 46,900 | — |
| Consumer and Other | 181 | 37 | 3 | 221 | 12,367 | 12,588 | — |
| Total | $7,154 | $10,136 | $7,298 | $24,588 | $3,056,642 | $3,081,230 | $225 |
The following tables present loans on nonaccrual status as of December 31, 2025, 2024 and 2023.
| December 31, 2025 | Nonaccrual loans with a related ACL | Nonaccrual loans without a related ACL | Total Nonaccrual loans | Interest Income Recognized |
|---|---|---|---|---|
| Commercial & Agriculture | $6,312 | $4,042 | $10,354 | $69 |
| Commercial Real Estate: | ||||
| Owner Occupied | 53 | 2,778 | 2,831 | 195 |
| Non-Owner Occupied | 8,469 | 624 | 9,093 | 16 |
| Residential Real Estate | 6,202 | 1,535 | 7,737 | 493 |
| Real Estate Construction | — | — | - | — |
| Farm Real Estate | 98 | 377 | 475 | — |
| Lease Financing Receivables | 291 | — | 291 | — |
| Consumer and Other | 53 | — | 53 | 7 |
| Total | $21,478 | $9,356 | $30,834 | $780 |
| December 31, 2024 | Nonaccrual loans with a related ACL | Nonaccrual loans without a related ACL | Total Nonaccrual loans | Interest Income Recognized |
|---|---|---|---|---|
| Commercial & Agriculture | $8,901 | $3,370 | $12,271 | $1 |
| Commercial Real Estate: | ||||
| Owner Occupied | 36 | — | 36 | 79 |
| Non-Owner Occupied | 2,514 | 8,000 | 10,514 | — |
| Residential Real Estate | 4,745 | 2,131 | 6,876 | 172 |
| Real Estate Construction | — | — | - | — |
| Farm Real Estate | — | — | - | — |
| Lease Financing Receivables | 638 | 600 | 1,238 | — |
| Consumer and Other | 15 | — | 15 | 4 |
| Total | $16,849 | $14,101 | $30,950 | $256 |
| December 31, 2023 | Nonaccrual loans with a related ACL | Nonaccrual loans without a related ACL | Total Nonaccrual loans | Interest Income Recognized |
|---|---|---|---|---|
| Commercial & Agriculture | $914 | $4,891 | $5,805 | $9 |
| Commercial Real Estate: | ||||
| Owner Occupied | 269 | 3 | 272 | 7 |
| Non-Owner Occupied | — | 1,167 | 1,167 | — |
| Residential Real Estate | — | 4,633 | 4,633 | 26 |
| Real Estate Construction | — | 41 | 41 | — |
| Farm Real Estate | — | — | — | — |
| Lease Financing Receivables | 15 | 492 | 507 | — |
| Consumer and Other | — | 42 | 42 | 4 |
| Total | $1,198 | $11,269 | $12,467 | $46 |
Nonaccrual Loans: Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although Civista may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. A loan may be returned to accruing status only if one of three conditions are met: the loan is well-secured and none of the principal and interest has been past due for a minimum of 90 days; the borrower has made a minimum of six months payments; or the principal and interest payments are reasonably assured and a sustained period of performance has occurred, generally six months. The gross interest income that would have been recorded on nonaccrual loans in 2025, 2024 and 2023 if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination, if held for part of the period, was $2,069, $657 and $446, respectively. The amount of interest income on such loans recognized on a cash basis was $780 in 2025, $256 in 2024 and $343 in 2023.
In accordance with the adoption of ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, accounting guidance for Troubled Debt Restructurings ("TDRs") for creditors has been eliminated. New guidance with respect to recognition, measurement, and disclosures of loans for borrowers experiencing financial difficulties supersedes guidance on TDRs. Under ASU 2022-02, the Company is required to evaluate whether a loan modification represents a new loan or a continuation of an existing loan. The amendment enhanced existing disclosure requirements and introduced new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty under criteria of principal forgiveness, interest rate reduction, other-than-insignificant payment delay, or term extension.
Of the loans modified as of December 31, 2025, $6.9 million were on non-accrual status and partial charge-offs have in some cases been taken against the outstanding balance. The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each loan upon loan origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of loans to borrowers experiencing financial difficulty. The Company uses probability of default/loss given default, discounted cash flows or remaining life method to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.
The following tables show the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of modification granted during the years ended December 31, 2025 and December 31, 2024. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of loan category is also presented below:
| Loans Modifications Made to Borrowers Experiencing Financial Difficulty | |||||
|---|---|---|---|---|---|
| (Dollars in Thousands) | |||||
| Term Extension · Payment Deferral | |||||
| Loan Type · Amortized Cost Basis · Percent of total loans bycategory · Amortized Cost Basis · Percent of total loans bycategory | |||||
| Commercial & Agriculture | $4,446 | 1.44% | $1,508 | 0.49% | |
| Commercial Real Estate: | |||||
| Owner Occupied | — | — | — | — | |
| Non-Owner Occupied | — | — | — | — | |
| Residential Real Estate | — | — | $1,020 | 0.11% | |
| Real Estate Construction | — | — | — | — | |
| Farm Real Estate | — | — | — | — | |
| Leasing Financing Receivables | — | — | — | — | |
| Consumer and Other | — | — | — | — | |
| Total Loan Modifications | $4,446 | $2,528 | |||
| Loans Modifications Made to Borrowers Experiencing Financial Difficulty | |||||
|---|---|---|---|---|---|
| (Dollars in Thousands) | |||||
| Term Extension · Payment Deferral | |||||
| Loan Type · Amortized Cost Basis · Percent of total loans bycategory · Amortized Cost Basis · Percent of total loans bycategory | |||||
| Commercial & Agriculture | $4,549 | 1.38% | $435 | 0.13% | |
| Commercial Real Estate: | |||||
| Owner Occupied | — | — | — | — | |
| Non-Owner Occupied | 8,000 | 0.65% | 2,514 | 0.21% | |
| Residential Real Estate | 1,115 | 0.15% | — | — | |
| Real Estate Construction | — | — | — | — | |
| Farm Real Estate | — | — | — | — | |
| Leasing Financing Receivables | — | — | — | — | |
| Consumer and Other | — | — | — | — | |
| Total Loan Modifications | $13,664 | $2,949 | |||
The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty as of December 31, 2025 and December 31, 2024.
| December 31, 2025 | Term Extension |
|---|---|
| Loan Type | Financial Effect |
| Commercial & Agriculture | - 5 month and 6 month term extensions |
| Commercial Real Estate: | |
| Owner Occupied | |
| Non-Owner Occupied | |
| Residential Real Estate | |
| Real Estate Construction | |
| Farm Real Estate | |
| Consumer and Other | |
| Payment Deferral | |
| Loan Type | Financial Effect |
| Commercial & Agriculture | - 11 month payment deferral |
| Commercial Real Estate: | |
| Owner Occupied | |
| Non-Owner Occupied | |
| Residential Real Estate | - 11 month payment deferral |
| Real Estate Construction | |
| Farm Real Estate | |
| Consumer and Other | |
| December 31, 2024 | Term Extension |
|---|---|
| Loan Type | Financial Effect |
| Commercial & Agriculture | - 6 month, 12 month and 62 month term extensions |
| Commercial Real Estate: | |
| Owner Occupied | |
| Non-Owner Occupied | - 6 month term extension |
| Residential Real Estate | - 35 month term extension |
| Real Estate Construction | |
| Farm Real Estate | |
| Consumer and Other | |
| Payment Deferral | |
| Loan Type | Financial Effect |
| Commercial & Agriculture | - 5 month payment deferral |
| Commercial Real Estate: | |
| Owner Occupied | |
| Non-Owner Occupied | - 5 month and 7.5 month payment deferral |
| Residential Real Estate | |
| Real Estate Construction | |
| Farm Real Estate | |
| Consumer and Other | |
Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. The Company closely monitors the performance of the loans that were modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. There wereno modification loans that had a payment default during the years ended December 31, 2025 and December 31, 2024, that were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.
The following tables present the performance of loans that have been modified as of December 31, 2025 and 2024.
| Loan Modifications Made to Borrowers Experiencing Financial Difficulty | ||||||
|---|---|---|---|---|---|---|
| December 31, 2025 | 30-59DaysPast Due | 60-89DaysPast Due | 90 Daysor GreaterPast Due | Total PastDue | Current | Non-Accrual |
| Commercial & Agriculture | $74 | $— | $— | $74 | $5,880 | $5,944 |
| Commercial Real Estate: | ||||||
| Owner Occupied | — | — | — | — | — | — |
| Non-Owner Occupied | — | — | — | — | — | — |
| Residential Real Estate | — | — | — | — | 1,020 | 1,020 |
| Real Estate Construction | — | — | — | — | — | — |
| Farm Real Estate | — | — | — | — | — | — |
| Lease Financing Receivables | — | — | — | — | — | — |
| Consumer and Other | — | — | — | — | — | — |
| Total | $74 | $— | $— | $74 | $6,900 | $6,964 |
| Loan Modifications Made to Borrowers Experiencing Financial Difficulty | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | 30-59DaysPast Due | 60-89DaysPast Due | 90 Daysor GreaterPast Due | Total PastDue | Current | Non-Accrual |
| Commercial & Agriculture | $— | $— | $435 | $435 | $4,549 | $4,984 |
| Commercial Real Estate: | ||||||
| Owner Occupied | — | — | — | — | — | — |
| Non-Owner Occupied | — | 8,000 | 2,514 | 10,514 | — | 10,514 |
| Residential Real Estate | — | — | — | — | 1,115 | 1,115 |
| Real Estate Construction | — | — | — | — | — | — |
| Farm Real Estate | — | — | — | — | — | — |
| Lease Financing Receivables | — | — | — | — | — | — |
| Consumer and Other | — | — | — | — | — | — |
| Total | $— | $8,000 | $2,949 | $10,949 | $5,664 | $16,613 |
Individually Evaluated Loans: Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, as well as Residential Real Estate and Consumer loans and Lease financing receivables that are part of a larger relationship are individually evaluated on a quarterly basis, when they do not share similar risk characteristics with the collectively evaluated pools. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. The Company’s policy for recognizing interest income on individually evaluated loans does not differ from its overall policy for interest recognition.
The following tables present the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to these loans.
| December 31, 2025 | Real Estate | Other | Allowance for Credit Losses |
|---|---|---|---|
| Commercial & Agriculture | $— | $2,687 | $248 |
| Commercial Real Estate: | |||
| Owner Occupied | 2,778 | — | — |
| Non-Owner Occupied | 9,010 | — | 3,000 |
| Residential Real Estate | 1,536 | — | — |
| Real Estate Construction | — | — | — |
| Farm Real Estate | 377 | — | — |
| Lease Financing Receivables | — | 119 | 119 |
| Consumer and Other | — | — | — |
| Total | $13,701 | $2,806 | $3,367 |
| December 31, 2024 | Real Estate | Other | Allowance for Credit Losses |
|---|---|---|---|
| Commercial & Agriculture | $— | $8,179 | $1,679 |
| Commercial Real Estate: | |||
| Owner Occupied | — | — | — |
| Non-Owner Occupied | 10,514 | — | 674 |
| Residential Real Estate | 2,131 | — | — |
| Real Estate Construction | — | — | — |
| Farm Real Estate | — | — | — |
| Lease Financing Receivables | — | 665 | 6 |
| Consumer and Other | — | — | — |
| Total | $12,645 | $8,844 | $2,359 |
Collateral-dependent loans consist primarily of Residential Real Estate, Commercial Real Estate and Commercial and Agricultural loans. These loans are individually evaluated when foreclosure is probable or when the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral. In the case of Commercial and Agricultural loans secured by equipment, the fair value of the collateral is estimated by third-party valuation experts. Loan balances are charged down to the underlying collateral value when they are deemed uncollectible. Note that the Company did not elect to use the collateral maintenance agreement practical expedient available under CECL.
Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in Other assets on the Consolidated Balance Sheets. As of December 31, 2025 and 2024, there wereno foreclosed assets included in Other assets. As of December 31, 2025 and 2024, the Company had initiated formal foreclosure procedures on $1,128 and $669, respectively, of Residential Real Estate loans.
Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from a contractual obligation to extend credit. The allowance for credit losses on off-balance sheet credit exposures is recorded within accrued expenses and other liabilities on the Consolidated Balance Sheets with adjustments recorded in provision for credit losses on the Consolidated Statements of Operations. The estimated credit loss includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate of expected credit loss is based on the historical loss rate for the loan class in which the loan commitments would be classified as if funded.
The following table lists the allowance for credit losses on off-balance sheet credit exposures as of December 31, 2025 and 2024:
| Twelve Months Ended | ||
|---|---|---|
| December 31, | ||
| 2025 | 2024 | |
| Beginning of Period | $3,380 | $3,901 |
| Provision | (144) | (521) |
| End of Period | $3,236 | $3,380 |
NOTE 6 - OTHER COMPREHENSIVE INCOME (LOSS)
The following table presents the components of other comprehensive income (loss), net of tax, as of December 31, 2025, 2024 and 2023:
| Before Tax | Tax Effect | Net of Tax | |
|---|---|---|---|
| Net unrealized gains (losses) on investment securities: | |||
| Other comprehensive gain (loss) before reclassifications | $16,958 | $3,629 | $13,329 |
| Amounts reclassified from accumulated other comprehensive gain (loss) | — | — | — |
| Net unrealized gains (losses) on investment securities | 16,958 | 3,629 | 13,329 |
| Change in cash flow hedge derivatives: | |||
| Other comprehensive gain (loss) before reclassifications | $(74) | $(16) | $(58) |
| Amounts reclassified from accumulated other comprehensive gain (loss) | — | — | — |
| Net unrealized gains (losses) on investment securities | (74) | (16) | (58) |
| Defined benefit plans: | |||
| Other comprehensive gain (loss) before reclassifications | (290) | (61) | (229) |
| Amounts reclassified from accumulated other comprehensive gain (loss) | — | — | — |
| Defined benefit plans, net | (290) | (61) | (229) |
| Other comprehensive gain (loss) | $16,594 | $3,552 | $13,042 |
| Net unrealized gains (losses) on investment securities: | |||
| Other comprehensive gain (loss) before reclassifications | $(7,338) | $(1,537) | $(5,801) |
| Amounts reclassified from accumulated other comprehensive gain (loss) | (33) | (7) | (26) |
| Net unrealized gains (losses) on investment securities | (7,371) | (1,544) | (5,827) |
| Defined benefit plans: | |||
| Other comprehensive income before reclassifications | — | — | — |
| Amounts reclassified from accumulated other comprehensive gains (losses) | — | — | — |
| Defined benefit plans, net | — | — | — |
| Other comprehensive gain (loss) | $(7,371) | $(1,544) | $(5,827) |
| Net unrealized gains (losses) on investment securities: | |||
| Other comprehensive gain (loss) before reclassifications | $12,330 | $2,583 | $9,747 |
| Amounts reclassified from accumulated other comprehensive gain (loss) | — | — | — |
| Net unrealized gains (losses) on investment securities | 12,330 | 2,583 | 9,747 |
| Defined benefit plans: | |||
| Other comprehensive income before reclassifications | 972 | 204 | 768 |
| Amounts reclassified from accumulated other comprehensive gains (losses) | — | — | — |
| Defined benefit plans, net | 972 | 204 | 768 |
| Other comprehensive gain (loss) | $13,302 | $2,787 | $10,515 |
The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, as of December 31, 2025, 2024 and 2023.
| For the Year EndedDecember 31, 2025 · For the Year EndedDecember 31, 2024 · For the Year EndedDecember 31, 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| UnrealizedGains andLosses onAvailablefor SaleSecurities | Cash Flow HedgeActivities | DefinedBenefitPensionItems | Total | UnrealizedGains andLosses onAvailablefor SaleSecurities | DefinedBenefitPensionItems | Total | UnrealizedGains andLosses onAvailablefor SaleSecurities | DefinedBenefitPensionItems | Total | |
| Beginning balance | $(48,851) | $— | $(4,506) | $(53,357) | $(43,024) | $(4,506) | $(47,530) | $(52,771) | $(5,274) | $(58,045) |
| Other comprehensive income (loss) before classifications | 13,329 | (58) | (229) | 13,042 | (5,801) | — | (5,801) | 9,747 | 768 | 10,515 |
| Amounts reclassified from accumulated other comprehensive income (loss) | — | — | — | — | (26) | — | (26) | 0 | — | — |
| Net current-period other comprehensive income(loss) | 13,329 | (58) | (229) | 13,042 | (5,827) | — | (5,827) | 9,747 | 768 | 10,515 |
| Ending balance | $(35,522) | $(58) | $(4,735) | $(40,315) | $(48,851) | $(4,506) | $(53,357) | $(43,024) | $(4,506) | $(47,530) |
The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss as of December 31, 2025, 2024 and 2023.
| Amount Reclassified fromAccumulated OtherComprehensive Loss (a) | ||||
|---|---|---|---|---|
| For the year ended December 31, | ||||
| Details about Accumulated OtherComprehensive Income(Loss) Components | 2025 | 2024 | 2023 | Affected Line Item in theStatement Where Net Income isPresented |
| Unrealized gains (losses) on available for sale securities | $— | $33 | $— | Net gain on sale of securities |
| Tax effect | — | (7) | — | Income taxes |
| Total reclassifications for the period | $— | $26 | $— | |
(a)
Amounts in parentheses indicate expenses and other amounts indicate income.
(b)
These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost.
NOTE 7 - PREMISES AND EQUIPMENT
Year-end premises and equipment were as follows:
| At December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Land and improvements | $8,432 | $8,303 |
| Buildings and improvements | 44,093 | 40,494 |
| Furniture and equipment | 73,702 | 83,656 |
| Total | 126,227 | 132,453 |
| Accumulated depreciation | (85,616) | (85,287) |
| Premises and equipment, net | $40,611 | $47,166 |
Depreciation expense was $8,315 in 2025, $9,545 in 2024 and $10,760 in 2023.
The Company is the lessor of equipment under operating leases to customers. The operating lease assets are recorded in furniture and equipment in the table above and classified on the Consolidated Balance Sheets in premises and equipment. The total cost of leased assets at December 31, 2025 and 2024, was $38,328 and $48,473, respectively, and total accumulated depreciation on leased assets was ($25,289) and ($29,337), respectively. Depreciation expense on leased assets for the years ended December 31, 2025, 2024, and 2023 was $5,049, $6,876, and $8,112, respectively.
Future minimum lease payments expected to be received for operating leases were as follows:
| At December 31, | |
|---|---|
| 2026 | $675 |
| 2027 | 287 |
| 2028 | 75 |
| 2029 | 10 |
| 2030 | — |
| Thereafter | — |
| Total | $1,047 |
The majority of operating leases are in renewal with month to month payments that are not included in the table above.
NOTE 8 - GOODWILL AND INTANGIBLE ASSETS
The balance of goodwill was $130,438 at December 31, 2025 and $125,520 at December 31, 2024. The 2025 increase in goodwill of $4,918 is entirely due to the FSB acquisition that closed in November 2025. See Note 2 for additional details related to the FSB acquisition.
Management performs an evaluation of goodwill for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management performed an evaluation of the Company’s goodwill during the fourth quarter of 2025. Based on this test, management concluded that the Company’s goodwill was not impaired at December 31, 2025.
Acquired intangible assets were as follows as of year-end.
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | |
| Core deposit intangible assets(1): | ||||||
| Core deposit intangibles | 12,668 | 8,968 | 3,700 | 12,668 | 7,662 | 5,006 |
| Intangible assets acquired | 6,975 | 258 | 6,717 | — | — | — |
| Total core deposit intangible assets | $19,643 | $9,226 | $10,417 | $12,668 | $7,662 | $5,006 |
(1)
Excludes fully amortized core deposit intangible assets
Aggregate core deposit intangible amortization expensewas $1,564,$1,484 and $1,579 for 2025, 2024 and 2023, respectively.
Activity for mortgage servicing rights (MSRs) and the related valuation allowance follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Mortgage Servicing Rights: | |||
| Beginning of year | $2,877 | $3,018 | $2,689 |
| Additions | 114 | 202 | 659 |
| Disposals | — | — | — |
| Amortized to expense | 308 | 343 | 330 |
| Other Charges | — | — | — |
| Change in valuation allowance | — | — | — |
| End of year | $2,683 | $2,877 | $3,018 |
| Valuation allowance: | |||
| Beginning of year | $— | $— | $— |
| Additions expensed | — | — | — |
| Reductions credited to operations | — | — | — |
| Direct write-offs | — | — | — |
| End of year | $— | $— | $— |
The unpaid principal balance of mortgage loans serviced for third parties was $390,955 at December 31, 2025, compared to $419,407 at December 31, 2024 and $442,635 at December 31, 2023.
Aggregate mortgage servicing rights (MSRs) amortizationwas $308, $343 and $330 for the years ended December 31,2025, 2024 and 2023, respectively.
Custodial escrow balances, which are reported as deposits on the Consolidated Balance Sheets, maintained in connection with serviced loans were $5,846 and $5,748 as of December 31, 2025 and 2024, respectively.
Mortgage loan contractual servicing fees were$1,015, $1,085 and $1,137 for 2025, 2024 and 2023, respectively. Mortgage loan contractual servicing fees are included in Other income on the Consolidated Statements of Operations.
The fair value of servicing rights was$3,313, $3,854 and $3,018 at December 31,2025, 2024 and 2023, respectively. Fair value at December 31, 2025 was determined using a discount rate range of 4.44% to 8.98% with the average discount rate of 6.41%, weighted average prepayment speed of 13.69%, depending on the stratification of the specific right, and a weighted average default rate of 0.0%. Fair value at December 31, 2024 was determined using a discount rate range of 5.3% to 10.4% with the average discount rate of 6.96%, weighted average prepayment speed of 10.83%, depending on the stratification of the specific right, and a weighted average default rate of 0.0%. Management determined thatno valuation allowance was necessary as of December 31, 2025, 2024 and 2023 based on the estimated fair value of servicing rights exceeding the carrying value.
Estimated amortization expense for each of the next five years and thereafter is as follows:
| MSRs · Core depositintangibles · Total | |||
|---|---|---|---|
| 2026 | $157 | $2,711 | $2,868 |
| 2027 | 154 | 2,395 | 2,549 |
| 2028 | 149 | 1,923 | 2,072 |
| 2029 | 147 | 1,218 | 1,365 |
| 2030 | 146 | 944 | 1,090 |
| Thereafter | 1,930 | 1,226 | 3,156 |
| $2,683 | $10,417 | $13,100 | |
NOTE 9 - INTEREST-BEARING DEPOSITS
Interest-bearing deposits as of December 31, 2025 and 2024 were as follows:
| 2025 | 2024 | |
|---|---|---|
| Demand | $400,403 | $419,583 |
| Savings and Money markets | 1,236,735 | 1,152,239 |
| Certificates of Deposit: | ||
| $250 and over | 233,469 | 120,543 |
| Other | 833,455 | 782,209 |
| Individual Retirement Accounts | 60,370 | 42,202 |
| Total | $2,764,432 | $2,516,776 |
Scheduled maturities of certificates of deposit ("CDs"), including IRAs, at December 31, 2025 were as follows:
| 2026 | $1,024,936 |
| 2027 | 54,985 |
| 2028 | 33,092 |
| 2029 | 10,248 |
| 2030 | 2,374 |
| Thereafter | 1,659 |
| Total | $1,127,294 |
Deposits from the Company’s principal shareholders, officers, directors, and their affiliates at year-end 2025 and 2024 were $15,030 and $11,769, respectively.
As of December 31, 2025 and December 31, 2024, CDs and IRAs totaling$239,181 and $125,868, respectively, met or exceeded the FDIC’s insurance limit of $250,000.
As of December 31, 2025 and December 31, 2024, brokered deposits totaled $402,142 and $500,265, respectively.
NOTE 10 - SHORT-TERM BORROWINGS
Short-term borrowings, which consist of federal funds purchased and other short-term FHLB advances, are summarized as follows:
| At December 31, 2025 | At December 31, 2024 | |||
|---|---|---|---|---|
| FederalFundsPurchased | Short-term FHLB Advances | FederalFundsPurchased | Short-term FHLB Advances | |
| Outstanding balance at year end | $— | $175,000 | $— | $339,000 |
| Maximum indebtedness during the year | 20,000 | 465,000 | 50,000 | 501,500 |
| Average balance during the year | 137 | 296,338 | 137 | 341,692 |
| Average rate paid during the year | 4.38% | 4.41% | 5.27% | 5.23% |
| Interest rate on year end balance | — | 3.81% | — | 4.42% |
Average balances during the year represent daily averages. Average interest rates represent interest expense divided by the related average balances.
These borrowing transactions can range from overnight to six months in maturity.
NOTE 11 - FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS
Long-term advances from the FHLB were $855 and $1,501 at December 31, 2025 and December 31, 2024, respectively. Outstanding balances have maturity dates between July 2026 and June 2028 with fixed rates ranging from 1.25% to 2.97%. The weighted average rate on outstanding advances was 2.56% at December 31, 2025. Outstanding advances are prepayable in whole or in part and could be subject to a termination fee.
Other borrowings totaled $4,090 at December 31, 2025, and included borrowings by the CLF division of Civista. The weighted average rate on these borrowings was 8.22%and the weighted average life was 23 months at December 31, 2025.
Scheduled principal reductions of FHLB advances outstanding at December 31, 2025 were as follows:
| 2026 | 469 |
| 2027 | 294 |
| 2028 | 92 |
| Total | $855 |
In addition to FHLB borrowings, the Company had outstanding letters of credit with the FHLB totaling $132,700 and $128,400 at year-end 2025 and 2024, respectively, used for pledging to secure public funds. FHLB borrowings and the letters of credit were collateralized by FHLB stock and by$1,670,496 and $1,234,624 of residential mortgage loans under a blanket lien arrangement at year-end 2025 and 2024, respectively.
The Company had a FHLB maximum borrowing capacity of $1,004,533 as of December 31, 2025, with remaining borrowing capacity of approximately $695,978. The borrowing arrangement with the FHLB is subject to annual renewal. The maximum borrowing capacity is recalculated at least quarterly.
NOTE 12 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Effective in July 2023, the Company no longer sells securities under agreement to repurchase. Prior to that time, securities sold under agreements to repurchase were used to facilitate the needs of our customers as well as to facilitate our short-term funding needs. Securities sold under repurchase agreements were carried at the amount of cash received in association with the agreement.
The Company no longer has securities pledged as collateral under repurchase agreements as of December 31, 2025 and 2024.
Information concerning securities sold under agreements to repurchase was as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Outstanding balance at year end | $— | $— | $— |
| Average balance during the year | — | — | 8,685 |
| Average interest rate during the year | $— | $— | 0.05% |
| Maximum month-end balance during the year | — | — | $21,658 |
| Weighted average interest rate at year end | $— | $— | — |
NOTE 13 - SUBORDINATED DEBENTURES
The following table summarizes the Company's subordinated debentures at December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Subordinated Note - fixed interest rate until November 30, 2026 then variable interest rate equal to 3-month CME Term SOFR plus 2.19%, the rate was 3.25% at December 31, 2025 and 2024, respectively - $75,000 maturing December 31, 2031; net of unamortized debt issuance costs of $1,115 and $1,260 as of December 31, 2025 and 2024, respectively | $73,885 | $73,740 |
| First Citizens Statutory Trust II - variable interest equal to 3-month CME Term SOFR plus 3.15%, which was 7.41% and 8.07% at December 31, 2025 and 2024, respectively - $7,732 maturing March 26, 2033 | 7,732 | 7,732 |
| First Citizens Statutory Trust III - variable interest equal to 3-month CME Term SOFR plus 2.25%, which was 6.51% and 7.32% at December 31, 2025 and 2024, respectively - $12,887 maturing September 20, 2034 | 12,887 | 12,887 |
| First Citizens Statutory Trust IV - variable interest equal to 3-month CME Term SOFR plus 1.60%, which was 5.90% and 6.81% at December 31, 2025 and 2024, respectively - $5,155 maturing March 23, 2037 | 5,155 | 5,155 |
| Futura TPF Trust I - variable interest rate equal to 3-month CME Term SOFR plus 1.66%, which was 5.96% and 6.87% at December 31, 2025 and 2024, and respectively - $2,578 maturing June 15, 2035 | 2,578 | 2,578 |
| Futura TPF Trust II - variable interest rate equal to 3-month CME Term SOFR plus 1.66%, which was 5.96% and 6.87% at December 31, 2025 and 2024, respectively - $2,070 maturing June 15, 2035; net of purchase discount of $73 | 1,997 | 1,997 |
| Total subordinated debentures | $104,234 | $104,089 |
On November 30, 2021, the Company entered into a Subordinated Note Purchase Agreement pursuant to which the Company sold and issued $75,000 aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031(the "Notes"). The Notes have a stated maturity of December 31, 2031.
The Notes initially bear interest at a fixed rate of 3.25% per annum, from and including November 30, 2021, to but excluding December 1, 2026, with interest payable semi-annually in arrears. From and including December 1, 2026, to but excluding the stated maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal the then-current benchmark rate, which will initially be the three-month Secured Overnight Financing Rate (SOFR) plus 219 basis points, with interest during such period payable quarterly in arrears. If three-month SOFR cannot be determined during the applicable floating rate period, a different index will be determined and used in accordance with the terms of the Notes and underlying Indenture.
Prior to December 1, 2026, the Company may redeem the Notes, in whole but not in part, only under certain limited circumstances as set forth in the Indenture. On or after December 1, 2026, the Company may, at its option, redeem the Notes, in whole or in part, on any interest payment date, subject to the receipt of any required regulatory approvals. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption.
On March 26, 2003, the Company formed First Citizens Statutory Trust II. The Company issued $7,700 of subordinated debentures to First Citizens Statutory Trust II in exchange for ownership of all the common securities of the First Citizens Statutory Trust II. The Company is not considered the primary beneficiary of First Citizens Statutory Trust II; therefore, the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trust was $232 and is included in Other assets.
On September 20, 2004, the Company formed First Citizens Statutory Trust III. The Company issued $12,900 of subordinated debentures to First Citizens Statutory Trust III in exchange for ownership of all the common securities of the First Citizens Statutory Trust III. The Company is not considered the primary beneficiary of First Citizens Statutory Trust III; therefore, the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trust was $387 and is included in Other assets.
On March 23, 2007, the Company formed First Citizens Statutory Trust IV. The Company issued $5,200 of subordinated debentures to First Citizens Statutory Trust IV in exchange for ownership of all the common securities of the First Citizens Statutory Trust IV. The Company is not considered the primary beneficiary of First Citizens Statutory Trust IV; therefore, the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trust was $155 and is included in Other assets.
In conjunction with the acquisition of Futura Banc Corp. ("Futura") on December 17, 2007, the Company assumed $4,700 of subordinated debentures that were recorded at a fair value of $4,600 at the time of acquisition. On June 15, 2005, Futura issued $2,600 of subordinated debentures to Futura TPF Trust I in exchange for ownership of all the common securities of the trust. On June 15, 2005, Futura issued $2,100 of subordinated debentures to Futura TPF Trust II in exchange for ownership of all the common securities of the trust. The Company is not considered the primary beneficiary of Futura TPF Trust I or Futura TPF Trust II; therefore, the trusts are not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trusts was $148 and is included in Other assets.
For all the debentures mentioned above, interest is payable quarterly. The debentures and the common securities issued by each of the trusts are redeemable in whole or in part on dates specified in the trust indenture document. All of the subordinated debentures mentioned above may be included in Tier 1 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.
NOTE 14 - INCOME TAXES
Income tax expense (benefit) from continuing operations was as follows for the year ended December 31, 2025, in accordance with ASU 2023-09 (See Note 1 for additional details on adopting ASU 2023-09):
| Federal | |
|---|---|
| Current | $7,380 |
| Deferred | 1,171 |
| Total federal | 8,551 |
| State | |
| Current | $455 |
| Deferred | 17 |
| Total state | 472 |
| Total income taxes (1) | $9,023 |
(1) The Company does not have pretax income from continuing foreign operations or foreign tax expense.
Income tax expense (benefit) from continuing operations was as follows for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09:
| 2024 | 2023 | |
|---|---|---|
| Current - federal | $6,498 | $8,256 |
| Current - state | 246 | 68 |
| Deferred | (1,853) | (675) |
| Income taxes | $4,891 | $7,649 |
Effective tax rates differed from the statutory federal income tax rate of 21% in 2025 due to the following, in accordance with ASU 2023-09:
| Amount | Percent | |
|---|---|---|
| U.S. federal statutory tax rate | $11,599 | 21.0% |
| State and local income tax, net of federal income tax benefit (1) | 373 | 0.7% |
| Tax Credits | ||
| LIHTC and HTC investments, net (2) | (477) | -0.9% |
| Nontaxable or Nondeductible Items | ||
| Tax-exempt income, net (3) | (2,336) | -4.2% |
| Other Adjustments | (136) | -0.3% |
| Effective Tax Rate | $9,023 | 16.3% |
(1) Indiana and Kentucky make up the majority (greater than 50%) of the state tax effect in this category.
(2) Low-income housing tax credits ("LIHTC") and historic rehabilitation tax credits ("HTC") equity investments. The tax credits category includes tax credits net of proportional amortization, and other tax benefits.
(3) Includes income from tax-exempt securities, net of disallowed interest expense, and income from the increase in cash surrender value of bank-owned life insurance.
Effective tax rates differed from the statutory federal income tax rate of 21% in 2024 and 2023 due to the following, prior to the adoption of ASU 2023-09:
| 2024 | 2023 | |
|---|---|---|
| Income taxes computed at the statutory federal tax rate | $7,681 | $10,629 |
| Add (subtract) tax effect of: | ||
| Tax-exempt interest income, net | (1,975) | (1,938) |
| Low income housing investments | (555) | (620) |
| Cash surrender value of BOLI | (471) | (233) |
| Other | 211 | (189) |
| Income tax expense | $4,891 | $7,649 |
Year-end deferred tax assets and liabilities were due to the following:
| 2025 | 2024 | |
|---|---|---|
| Deferred tax assets | ||
| Allowance for credit losses | $9,109 | $8,554 |
| Unrealized loss on securities available for sale | 9,549 | 13,104 |
| Unrealized loss on minimum pension liability | 1,259 | 1,198 |
| Unrealized loss on interest rate swaps | 16 | — |
| Deferred compensation | 1,323 | 1,241 |
| Unfunded commitment liability | 701 | 733 |
| Deferred loan fees, net | — | 583 |
| Purchase accounting adjustments | (971) | 524 |
| Accrued compensation | 840 | 674 |
| Lease liability | 517 | 231 |
| Other | 25 | 74 |
| Deferred tax asset | 22,368 | 26,916 |
| Deferred tax liabilities | ||
| Fixed assets depreciation | (2,236) | (1,968) |
| Prepaid pension | (1,680) | (1,602) |
| Loan servicing rights | (582) | (624) |
| Discount accretion on securities | (289) | (244) |
| FHLB stock dividends | (46) | (126) |
| Right of use asset | (517) | (231) |
| Prepaids | (308) | (297) |
| Other | (209) | (143) |
| Deferred tax liability | (5,867) | (5,235) |
| Net deferred tax asset | $16,501 | $21,681 |
| Income taxes paid (net of refunds received): | 2025 |
|---|---|
| Federal | $7,600 |
| State | 457 |
| Total | 8,057 |
| Income taxes paid (net of refunds) exceeding 5% of total income taxes paid (net of refunds) in the following jurisdictions: | 2025 |
| State | — |
| N/A (1) | |
| (1) There are no state jurisdictions exceeding 5% of total cash taxes paid. | |
At December 31, 2025, after considering all available positive and negative evidence, management concluded that a valuation allowance against deferred tax assets was not necessary because it is more likely than not that these tax benefits will be fully realized in future periods. While management continues to evaluate the need for a valuation allowance prospectively, it is not expected that a valuation allowance will be required based upon currently projected profitability.
At December 31, 2025 and 2024, the Company hadno material unrecognized tax benefits or accrued interest and penalties recorded. The Company does not expect the total amount of unrecognized tax benefits to significantly increase within the next twelve months. The Company's policy is to recognize interest and penalties on income taxes in income tax expense.
The Company and its subsidiaries are subject to income tax within U.S. federal and various state jurisdictions. The Company remains subject to examination for income tax returns in all applicable federal and state jurisdictions for the years ending on or after December 31, 2022.
NOTE 15 - RETIREMENT PLANS
The Company sponsors a savings and retirement 401(k) plan, which covers all employees who meet certain eligibility requirements and who choose to participate in the plan. The matching contribution to the 401(k) plan was $1,674, $1,688 and $1,608 in 2025, 2024 and 2023, respectively. The Company’s matching contribution is 100% of an employee’s first three percent contributed and 50% of the next two percent contributed.
The Company also sponsors a pension plan which is a noncontributory defined benefit retirement plan for all employees who have attained the age of 20 1 ⁄ 2, completedsix months of service and work 1,000 or more hours per year. Annual payments, subject to the maximum amount deductible for federal income tax purposes, are made to a pension trust fund. In 2006, the Company amended the pension plan to provide that no employee could be added as a participant to the pension plan after December 31, 2006. In April 2014, the Company amended the pension plan again to provide thatno additional benefits would accrue beyond April 30, 2014.
In October 2015, the Company, on behalf of it and its subsidiaries, entered into Pension Shortfall Agreements (the “Shortfall Agreements”) with certain long-term employees of Civista. When the Company ceased accruals to its defined benefit pension plan on April 30, 2014, the circumstances of some participants with limited periods until their anticipated retirement dates would not permit them to use other available alternatives to make up for the shortfall in their expected pension. Accordingly, the Company entered into Shortfall Agreements with the affected employees to provide for an annual amount to be set aside so as to offset the shortfall in the amount to be paid out to the employees upon reaching retirement age. The Company calculated the total amount of the shortfall for each of the referenced individuals after considering its contributions to other retirement benefits. Pension shortfall expense was $53 in 2025, $82 in 2024 and $118 in 2023. Included in pension shortfall expense was interest expense, totaling $27, $36 and $36 in 2025, 2024 and 2023, respectively, which was also recorded in and credited to the accounts of the individuals covered by the Shortfall Agreements.
Information about the pension plan is as follows:
| 2025 | 2024 | |
|---|---|---|
| Change in benefit obligation: | ||
| Beginning benefit obligation | $6,932 | $8,019 |
| Service cost | — | — |
| Interest cost | 348 | 360 |
| Curtailment gain | — | — |
| Settlement loss | — | — |
| Actuarial (gain)/loss | 801 | (537) |
| Benefits paid | (1,315) | (910) |
| Settlement payments | — | — |
| Ending benefit obligation | 6,766 | 6,932 |
| Change in plan assets, at fair value: | ||
| Beginning plan assets | 9,273 | 9,953 |
| Actual return | 706 | 230 |
| Employer contribution | — | — |
| Benefits paid | (1,315) | (910) |
| Settlement payments | — | — |
| Administrative expenses | — | — |
| Ending plan assets | 8,664 | 9,273 |
| Funded status at end of year | $1,898 | $2,341 |
Amounts recognized in accumulated other comprehensive income (loss) at December 31, consist of unrecognized actuarial loss of $4,735, net of $1,259 tax in 2025 and $4,506, net of $1,198 tax in 2024.
The accumulated benefit obligation for the defined benefit pension plan was $6,766 at December 31, 2025 and $6,932 at December 31, 2024.
The components of net periodic pension expense were as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Service cost | $— | $— | $— |
| Interest cost | 348 | 360 | 454 |
| Expected return on plan assets | (195) | (767) | (605) |
| Net amortization and deferral | — | — | — |
| Net periodic pension cost (benefit) | 153 | (407) | (151) |
| Additional loss due to settlement | — | — | — |
| Total pension cost (benefit) | $153 | $(407) | $(151) |
| Net loss (gain) recognized in other comprehensive income | $290 | $— | $(972) |
| Total recognized in net periodic benefit cost and other comprehensive loss (before tax) | $443 | $(407) | $(1,123) |
The components of net periodic benefit cost other than the service cost component are included in the line item “Other operating expenses” in the Consolidated Statements of Operations.
The estimated net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal yearis $58. The Company didnot incur any settlement costs related to the pension plan in 2025, 2024 or 2023.
The weighted average assumptions used to determine benefit obligations at year-end were as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Discount rate on benefit obligation | 4.60% | 5.54% | 4.76% |
| Long-term rate of return on plan assets | 5.00% | 5.00% | 5.53% |
| Rate of compensation increase | 0.00% | 0.00% | 0.00% |
The weighted average assumptions used to determine net periodic pension cost were as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Discount rate on benefit obligation | 5.54% | 4.76% | 4.95% |
| Long-term rate of return on plan assets | 5.00% | 5.53% | 4.84% |
| Rate of compensation increase | 0.00% | 0.00% | 0.00% |
The Company uses long-term market rates to determine the discount rate on the benefit obligation. Declines in the discount rate lead to increases in the actuarial loss related to the benefit obligation.
The expectation for long-term rate of return on the pension assets and the expected rate of compensation increases are reviewed periodically by management in consultation with outside actuaries and primary investment consultants. Factors considered in setting and adjusting these rates are historic and projected rates of return on the portfolio and historic and estimated rates of increases of compensation. Since the pension plan is frozen, the rate of compensation increase used to determine the benefit obligation for 2025, 2024 and 2023 waszero.
The Company’s pension plan asset allocation at year-end 2025 and 2024 and target allocation for 2025 by asset category are as follows:
| Target Allocation · Percentage of Plan Assets at Year-end | |||
|---|---|---|---|
| Asset Category | 2025 | 2025 | 2024 |
| Equity securities | 0-30% | 10.0% | 20.0% |
| Debt securities | 70-100 | 90.0 | 80.0 |
| Total | 100.0% | 100.0% | |
The Company developed the pension plan investment policies and strategies for plan assets with its pension management firm. The assets are currently invested in seven diversified investment funds, which include four equity funds and three bond funds. The long-term guidelines from above were created to maximize the return on portfolio assets while reducing the risk of the portfolio. The management firm may allocate assets among the separate accounts within the established long-term guidelines. Transfers among these accounts will be at the management firm’s discretion based on their investment outlook and the investment strategies that are outlined at periodic meetings with the Company. The expected long-term rate of return on the plan assets was 5.00% in 2025 and 5.00% in 2024. This return is based on the expected return for each of the asset categories, weighted based on the target allocation for each class.
The Company didnot make any contributions to its pension plan in 2025 and 2024, and the Company doesnot expect to make any contribution to its pension plan in 2026. A larger decrease in plan assets compared to the decrease in the benefit obligation led to a decrease in the funded status from $2,341 at December 31, 2024 to a funded status of $1,898 at December 31, 2025.
Common/Collective Trust Funds
Common/Collective Trust Funds are valued at the daily net asset value ("NAV") as reported by the funds. These funds are not traded in an active market or exchange, and the NAV per unit is calculated by dividing the net assets of the fund by the number of units outstanding, which includes observable inputs. The method described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the pension plan believes its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Certain investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient are not required to be categorized in the fair value hierarchy tables.
Fair Value of Investments in Entities That Use NAV
The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2025 and 2024, respectively:
| December 31, 2025 | Fair Value | Unfunded Commitments | Redemption Frequency (if currently eligible) | Redemption Notice Period |
|---|---|---|---|---|
| Common/collective trust funds | $8,664 | N/A | Daily | Daily |
| December 31, 2024 | Fair Value | Unfunded Commitments | Redemption Frequency (if currently eligible) | Redemption Notice Period |
|---|---|---|---|---|
| Common/collective trust funds | $9,273 | N/A | Daily | Daily |
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the pension plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Expected benefit payments over the next ten years, which reflect expected future service, are as follows:
| 2026 | $190 |
| 2027 | 200 |
| 2028 | 205 |
| 2029 | 230 |
| 2030 | 347 |
| 2031 through 2035 | 2,343 |
Supplemental Executive Retirement Plan
Civista established a supplemental executive retirement plan (“SERP”) in 2011, which covers key members of management. The SERP was amended and restated effective January 1, 2024 and amended effective June 6, 2025 for one executive officer. Under the SERP, participants will receive annually, following retirement, a percentage of their base compensations at the time of their retirement for a maximum often years. The SERP liability recorded at December 31, 2025 was $5,269, compared to $4,593 at December 31, 2024. The expense related to the SERP was $992, $779 and $233 for 2025, 2024 and 2023, respectively. Distributions to participants made in 2025, 2024 and 2023 totaled $317, $270 and $176, respectively.
NOTE 16 - EQUITY INCENTIVE PLAN
At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorized the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. The 2014 Incentive Plan expired in accordance with its terms on April 16, 2024, and no further awards may be granted under the 2014 Incentive Plan after April 16, 2024. On February 20, 2024, the Company's Board of Director's adopted the Civista Bancshares, Inc. 2024 Incentive Plan (the "2024 Incentive Plan"), which was subsequently approved by the shareholders of the Company at the Annual Meeting of Shareholders held on April 16, 2024. The 2024 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 450,000 common shares of the Company. There were 391,755 shares remaining available for grants under this plan at December 31, 2025.
No options were granted under the 2014 Incentive Plan or the 2024 Incentive Plan during the years ended December 31, 2025 and 2024.
Annually, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over athree-year or five-year period following the grant date. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares under the Company’s incentive plans. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.
During the twelve months ended December 31, 2025, 2024 and 2023, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. An aggregate of 10,270, 10,626 and 11,817 common shares were issued to Civista directors in 2025, 2024 and 2023, respectively, as payment of their retainer for their service on the Civista Board of Directors. The issuances were expensed in their entirety when the shares were issued in the amounts of $200,$154 and $189, respectively.
The Company includes share-based compensation for employees as “Compensation expense” in the Consolidated Statements of Operations.
The following is a summary of the status of the Company’s restricted shares, and changes therein during the twelve months ended December 31, 2025:
| Number ofRestrictedShares | WeightedAverageGrant DateFair Value | |
|---|---|---|
| Nonvested at beginning of period | 90,331 | $19.14 |
| Granted | 39,587 | 21.46 |
| Vested | (34,718) | 20.21 |
| Forfeited | (5,045) | 19.62 |
| Nonvested at end of period | 90,155 | 19.72 |
The following is a summary of the status of the unvested restricted shares outstanding as of December 31, 2025:
| At December 31, 2025 | |||
|---|---|---|---|
| Date of Award | Shares | Remaining Expense | Remaining Vesting Period (Years) |
| March 3, 2021 | 2,095 | $— | 0.00 |
| March 3, 2022 | 3,983 | 49 | 1.00 |
| March 14, 2023 | 8,702 | 129 | 2.00 |
| March 14, 2023 | 8,817 | — | 0.00 |
| March 12, 2024 | 18,723 | 222 | 3.00 |
| March 12, 2024 | 9,185 | 70 | 1.00 |
| September 9, 2024 | 858 | 12 | 1.75 |
| March 11, 2025 | 19,692 | 346 | 4.00 |
| March 11, 2025 | 18,100 | 259 | 2.00 |
| 90,155 | $1,087 | 2.25 | |
During the twelve months ended December 31, 2025, 2024 and 2023, the Company recorded share-based compensation expense of $652, $718 and $801, respectively, for restricted shares granted to employees under the Company's incentive plans. At December 31, 2025, the total compensation cost related to unvested awards not yet recognized was $1,087, which is expected to be recognized over the weighted average remaining life of the grants of 2.25 years.
NOTE 17 - FAIR VALUE MEASUREMENT
GAAP establishes a hierarchal disclosure framework associated with the level of observable pricing utilized in measuring assets and liabilities at fair value. The three broad levels defined by the hierarchy are as follows: Level 1: Quoted prices for identical assets in active markets that are identifiable on the measurement date; Level 2: Significant other observable inputs, such as quoted prices for similar assets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data; Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.
Securities available for sale: The fair values of securities available for sale are based on quoted prices, if available. If quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
Equity securities: The Company’s equity securities are not actively traded in an open market. The fair value of these equity securities not actively traded in an open market is determined by using market data inputs for similar securities that are observable (Level 2 inputs).
Swap assets/liabilities: The fair values of interest rate swap positions, both assets and liabilities, are based on valuation pricing models using an income approach reflecting readily observable market parameters such as interest rate yield curves (Level 2).
Collateral Dependent Loans: The Company generally measures the fair value of collateral dependent loans based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for credit losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table below as a Level 3 measurement.
Appraisals for individually analyzed collateral-dependent loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Company’s asset quality or collections department reviews the assumptions and approaches utilized in the appraisal. Appraisal values are discounted from 0% to 30% to account for other factors that may impact the value of collateral.
Assets and liabilities measured at fair value are summarized below.
Fair Value Measurements at December 31, 2025 using:
| (Level 1) | (Level 2) | (Level 3) | |
|---|---|---|---|
| Assets measured at fair value on a recurring basis: | |||
| Securities available for sale | |||
| U.S. Treasury securities | $33,902 | $— | $— |
| Obligations of U.S. Government agencies | — | 27,115 | — |
| Obligations of states and political subdivisions | — | 324,798 | — |
| Mortgage-backed securities in government sponsored entities | — | 296,093 | — |
| Total securities available for sale | 33,902 | 648,006 | — |
| Equity securities | — | 2,692 | — |
| Swap asset | — | 3,494 | — |
| Liabilities measured at fair value on a recurring basis: | |||
| Swap liability | — | 5,748 | — |
| Assets measured at fair value on a nonrecurring basis: | |||
| Collateral-dependent loans | $— | $— | $13,140 |
Fair Value Measurements at December 31, 2024 using:
| (Level 1) | (Level 2) | (Level 3) | |
|---|---|---|---|
| Assets measured at fair value on a recurring basis: | |||
| Securities available for sale | |||
| U.S. Treasury securities | $64,571 | $— | $— |
| Obligations of U.S. Government agencies | — | 32,816 | — |
| Obligations of states and political subdivisions | — | 325,119 | — |
| Mortgage-backed securities in government sponsored entities | — | 225,561 | — |
| Total securities available for sale | 64,571 | 583,496 | — |
| Equity securities | — | 2,421 | — |
| Swap asset | — | 5,308 | — |
| Liabilities measured at fair value on a recurring basis: | |||
| Swap liability | — | 11,638 | — |
| Assets measured at fair value on a nonrecurring basis: | |||
| Collateral-dependent loans | $— | $— | $19,177 |
The following tables present quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2025 and 2024.
| Quantitative Information about Level 3 Fair Value Measurements | |||||
|---|---|---|---|---|---|
| December 31, 2025 | Fair Value | ValuationTechnique | UnobservableInput | Range | WeightedAverage |
| Collateral-dependent loans | $13,140 | Appraisals which utilize sales comparison, net income and cost approach | Discounts for collection issues and changes in market conditions | 10% - 61% | 42% |
| Quantitative Information about Level 3 Fair Value Measurements | |||||
|---|---|---|---|---|---|
| December 31, 2024 | Fair Value | ValuationTechnique | UnobservableInput | Range | WeightedAverage |
| Collateral-dependent loans | $19,177 | Appraisals which utilize sales comparison, net income and cost approach | Discounts for collection issues and changes in market conditions | 10 - 75% | 25% |
Fair Value of Financial Instruments
Much of the information used to arrive at “fair value” is highly subjective and judgmental in nature and therefore the results may not be precise. Subjective factors include, among other things, estimated cash flows, risk characteristics and interest rates, all of which are subject to change. With the exception of investment securities, the Company’s financial instruments are not readily marketable and market prices do not exist. Since negotiated prices for the instruments, which are not readily marketable, depend greatly on the motivation of the buyer and seller, the amounts that will actually be realized or paid per settlement or maturity of these instruments could be significantly different.
The carrying amount of cash and cash equivalents and accrued interest receivable, as a result of their short-term nature, is considered to be equal to fair value and are classified as Level 1.
The carrying amounts of investments in time deposits are based on commitments per the contractual agreement and are classified as Level 2.
The carrying amount of other securities, which consist of FHLB and other bank stock, approximates fair value as the stock is nonmarketable and has restrictions placed on its transferability are classified as Level 2.
The fair value of loans held for sale is based on commitments on hand from investors or prevailing market prices and are classified as Level 2.
The Company uses an exit price income approach to determine the fair value of the loan and lease portfolio. The model utilizes a discounted cash flow approach to estimate the fair value of the loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. The discounted cash flow approach models the credit losses directly in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications. For all periods presented, the estimated fair value of individually analyzed loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All individually analyzed loans are classified as Level 3 within the valuation hierarchy.
The fair values of noninterest-bearing deposits are considered equal to the amount payable on demand at the reporting date (i.e., carrying value) and are classified as Level 1. The fair value of savings, NOW and certain money market accounts are equal to their carrying amounts and are a Level 1 classification. Fair values of fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 3 classification.
The fair values of subordinated debentures are estimated using a discounted cash flow calculation that applies interest rates currently being offered on subordinated debentures to the schedule of maturities on the subordinated debt tranches resulting in a Level 3 classification.
FHLB advances with maturities greater than 90 days are valued based on discounted cash flow analysis, using interest rates currently being quoted for similar characteristics and maturities resulting in a Level 3 classification.
The carrying amount and fair value of financial instruments carried at amortized cost were as follows:
| December 31, 2025 | CarryingAmount | TotalFair Value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| Financial Assets: | |||||
| Cash and due from financial institutions | $77,320 | $77,320 | $77,320 | $— | $— |
| Investments in time deposits | 1,165 | 1,165 | — | 1,165 | — |
| Other securities | 25,942 | 25,942 | — | 25,942 | — |
| Loans held for sale | 7,180 | 7,180 | — | 7,180 | — |
| Loans and leases, net of allowance for credit losses | 3,228,026 | 3,134,413 | — | — | 3,134,413 |
| Accrued interest receivable | 14,436 | 14,436 | 14,436 | — | — |
| Financial Liabilities: | |||||
| Nonmaturing deposits | 2,339,170 | 2,339,170 | 2,339,170 | — | — |
| Time deposits | 1,127,294 | 1,129,549 | — | — | 1,129,549 |
| Short-term FHLB advances | 175,000 | 175,000 | 175,000 | — | — |
| Long-term FHLB advances | 855 | 838 | — | — | 838 |
| Subordinated debentures | 104,234 | 102,843 | — | — | 102,843 |
| Other borrowings | 4,090 | 4,090 | — | — | 4,090 |
| Accrued interest payable | 5,393 | 5,393 | 5,393 | — | — |
| December 31, 2024 | CarryingAmount | TotalFair Value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| Financial Assets: | |||||
| Cash and due from financial institutions | $63,155 | $63,155 | $63,155 | $— | $— |
| Investments in time deposits | 1,450 | 1,450 | — | 1,450 | — |
| Other securities | 30,352 | 30,352 | — | 30,352 | — |
| Loans held for sale | 665 | 665 | — | 665 | — |
| Loans and leases, net of allowance for credit losses | 3,041,561 | 2,919,899 | — | — | 2,919,899 |
| Accrued interest receivable | 13,453 | 13,453 | 13,453 | — | — |
| Financial Liabilities: | |||||
| Nonmaturing deposits | 2,266,916 | 2,266,916 | 2,266,916 | — | — |
| Time deposits | 944,954 | 948,734 | — | — | 948,734 |
| Short-term FHLB advances | 339,000 | 339,000 | 339,000 | — | — |
| Long-term FHLB advances | 1,501 | 1,418 | — | — | 1,418 |
| Subordinated debentures | 104,089 | 101,175 | — | — | 101,175 |
| Other borrowings | 6,293 | 6,293 | — | — | 6,293 |
| Accrued interest payable | 9,518 | 9,518 | 9,518 | — | — |
NOTE 18 - COMMITMENTS, CONTINGENCIES AND OFF-BALANCE-SHEET RISK
Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.
The contractual amount of financial instruments with off-balance-sheet risk was as follows as of December 31, 2025 and December 31, 2024:
| 2025 | 2024 | |||
|---|---|---|---|---|
| FixedRate | VariableRate | FixedRate | VariableRate | |
| Commitments to extend credit: | ||||
| Lines of credit and construction loans | $34,580 | $652,725 | $31,940 | $657,401 |
| Overdraft protection | 10 | 51,961 | 10 | 55,085 |
| Letters of credit | 16 | 82 | 782 | 244 |
| $34,606 | $704,768 | $32,732 | $712,730 | |
Commitments to make loans are generally made for a period ofone year or less. Fixed-rate loan commitments included above had interest rates ranging from 3.1% to 8.0%at December 31, 2025 and 3.1% to 8.9% at December 31, 2024. Maturities extend up to 30 years.
CBI and Civista are parties to various claims and proceedings arising in the normal course of business. Management, after consultation with legal counsel, believes that the liabilities, if any, arising from such proceedings and claims will not be material to the consolidated balance sheet or results of operations.
NOTE 19 - CAPITAL REQUIREMENTS AND RESTRICTION ON RETAINED EARNINGS
CBI and Civista (collectively, the “Companies”) are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory-and possibly additional discretionary -actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Companies must meet specific capital guidelines that involve quantitative measures of the Companies’ assets, liabilities, and certain off-balance-sheet items as calculated under U.S. GAAP, regulatory reporting requirements, and regulatory capital standards. The Companies’ capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Companies to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital to risk-weighted assets, common equity Tier 1 capital to total risk-weighted assets, and Tier 1 capital to average assets. Management believes, as of December 31, 2025, that the Companies met all capital adequacy requirements to which they were subject.
As of December 31, 2025, and 2024, the most recent notification from the Federal Reserve Bank categorized Civista as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Civista must maintain minimum total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed Civista’s category.
The Company’s and Civista’s actual capital levels and minimum required capital levels at December 31, 2025 and 2024 were as follows:
| To Be Well | ||||||
|---|---|---|---|---|---|---|
| Capitalized Under | ||||||
| For Capital · Prompt Corrective | ||||||
| Actual | Adequacy Purposes | Action Purposes | ||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | |
| Total Risk Based Capital | ||||||
| Consolidated | $589,331 | 18.0% | $261,383 | 8.0% | n/a | n/a |
| Civista | 554,829 | 17.0% | 261,033 | 8.0% | $326,291 | 10.0% |
| Tier I Risk Based Capital | ||||||
| Consolidated | 474,550 | 14.5% | 196,037 | 6.0% | n/a | n/a |
| Civista | 513,987 | 15.8% | 195,775 | 6.0% | 261,033 | 8.0% |
| CET1 Risk Based Capital | ||||||
| Consolidated | 445,123 | 13.6% | 147,028 | 4.5% | n/a | n/a |
| Civista | 513,987 | 15.8% | 146,831 | 4.5% | 212,089 | 6.5% |
| Leverage | ||||||
| Consolidated | 474,550 | 11.3% | 167,690 | 4.0% | n/a | n/a |
| Civista | 513,987 | 12.3% | 167,300 | 4.0% | 209,125 | 5.0% |
| Total Risk Based Capital | ||||||
| Consolidated | $456,499 | 13.9% | $261,904 | 8.0% | n/a | n/a |
| Civista | 420,363 | 12.9% | 261,693 | 8.0% | $327,116 | 10.0% |
| Tier I Risk Based Capital | ||||||
| Consolidated | 341,811 | 10.4% | 196,428 | 6.0% | n/a | n/a |
| Civista | 379,447 | 11.6% | 196,270 | 6.0% | 261,693 | 8.0% |
| CET1 Risk Based Capital | ||||||
| Consolidated | 312,384 | 9.5% | 147,321 | 4.5% | n/a | n/a |
| Civista | 379,447 | 11.6% | 147,202 | 4.5% | 212,626 | 6.5% |
| Leverage | ||||||
| Consolidated | 341,811 | 8.6% | 158,679 | 4.0% | n/a | n/a |
| Civista | 379,447 | 9.6% | 157,823 | 4.0% | 197,278 | 5.0% |
CBI’s primary source of funds for paying dividends to its shareholders and for operating expense is the cash accumulated from dividends received from Civista. Payment of dividends by Civista to CBI is subject to restrictions by Civista’s regulatory agencies. These restrictions generally limit dividends to the current and prior two years retained earnings as defined by the regulations. In addition, dividends may not reduce capital levels below minimum regulatory capital requirements. At December 31, 2025, Civista had$31,647 ofnet profits available topay dividends to CBI without requiring regulatory approval.
NOTE 20 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed financial information of CBI follows:
| December 31, | ||
|---|---|---|
| Condensed Balance Sheets | 2025 | 2024 |
| Assets: | ||
| Cash | $23,796 | $8,879 |
| Equity securities | 2,692 | 2,421 |
| Investment in bank subsidiary | 617,072 | 460,070 |
| Investment in nonbank subsidiaries | 3,928 | 4,041 |
| Other assets | 2,348 | 18,841 |
| Total assets | $649,836 | $494,252 |
| Liabilities: | ||
| Other liabilities | $2,128 | $1,661 |
| Subordinated debentures | 104,234 | 104,089 |
| Total liabilities | 106,362 | 105,750 |
| Shareholders’ Equity: | ||
| Common stock | 419,769 | 312,037 |
| Accumulated earnings | 239,784 | 205,408 |
| Treasury stock | (75,764) | (75,586) |
| Accumulated other comprehensive loss | (40,315) | (53,357) |
| Total shareholders’ equity | 543,474 | 388,502 |
| Total liabilities and shareholders’ equity | $649,836 | $494,252 |
| For the years ended December 31, | |||
|---|---|---|---|
| Condensed Statements of Operations | 2025 | 2024 | 2023 |
| Dividends from bank subsidiaries | $54,299 | $20,300 | $28,100 |
| Dividends from non-bank subsidiaries | 1,125 | 1,350 | 1,390 |
| Interest expense | (4,636) | (4,931) | (4,849) |
| Pension benefit | (153) | 407 | 150 |
| Other expense, net | (2,266) | (2,223) | (1,518) |
| Income before equity in undistributed net earnings of subsidiaries | 48,369 | 14,903 | 23,273 |
| Income tax benefit | 1,481 | 1,418 | 1,309 |
| Equity in undistributed net earnings of subsidiaries | (3,638) | 15,362 | 18,382 |
| Net income | $46,212 | $31,683 | $42,964 |
| Comprehensive income (loss) | $59,254 | $25,856 | $53,489 |
| For the years ended December 31, | |||
|---|---|---|---|
| Condensed Statements of Cash Flows | 2025 | 2024 | 2023 |
| Operating activities: | |||
| Net income | $46,212 | $31,683 | $42,964 |
| Adjustment to reconcile net income to net cash from operating activities: | |||
| Change in other assets and other liabilities | (31,827) | (5,546) | (12,836) |
| Equity in undistributed net earnings of subsidiaries | 3,638 | (15,362) | (18,382) |
| Net cash provided by operating activities | 18,023 | 10,775 | 11,746 |
| Investing activities: | |||
| Acquisition and additional capitalization of subsidiary, net of cash acquired | (66,758) | — | (14,000) |
| Net cash used in investing activities | (66,758) | — | (14,000) |
| Financing activities: | |||
| Purchase of treasury stock | (178) | (164) | (1,628) |
| Proceeds from issuance of common stock | 75,666 | — | — |
| Cash dividends paid | (11,836) | (10,063) | (9,599) |
| Net cash used in financing activities | 63,652 | (10,227) | (11,227) |
| Net change in cash and cash equivalents | 14,917 | 548 | (13,481) |
| Cash and cash equivalents at beginning of year | 8,879 | 8,331 | 21,812 |
| Cash and cash equivalents at end of year | $23,796 | $8,879 | $8,331 |
NOTE 21 - EARNINGS PER COMMON SHARE
The factors used in the earnings per share computation follow.
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Basic | |||
| Net income | $46,212 | $31,683 | $42,964 |
| Less allocation of earnings and dividends to participating securities | 166 | 671 | 1,583 |
| Net income available to common shareholders—basic | $46,046 | $31,012 | $41,381 |
| Weighted average common shares outstanding | 17,507,836 | 15,724,768 | 15,734,624 |
| Less average participating securities | 86,436 | 333,029 | 579,857 |
| Weighted average number of shares outstanding used in the calculation of basic earnings per common share | 17,421,400 | 15,391,739 | 15,154,767 |
| Basic earnings per share | $2.64 | $2.01 | $2.73 |
| Diluted | |||
| Net income available to common shareholders—basic | $46,046 | $31,012 | $41,381 |
| Net income available to common shareholders—diluted | $46,046 | $31,012 | $41,381 |
| Weighted average common shares outstanding used in the calculation of earnings per common share basic | 17,421,400 | 15,391,739 | 15,154,767 |
| Average shares and dilutive potential common shares outstanding—diluted | 17,421,400 | 15,391,739 | 15,154,767 |
| Diluted earnings per share | $2.64 | $2.01 | $2.73 |
Basic earnings per common share are calculated by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the equity incentive plan, computed using the treasury stock method.
NOTE 22 - DERIVATIVE HEDGING INSTRUMENTS
Risk Management Objective Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments.
Interest Rate Swaps Designated as Cash Flow Hedge
The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. In September 2025, the Company entered into a derivative instrument designated as a cash flow hedge. For a derivative instrument that is designated as a cash flow hedge, the aggregate fair value of the swaps is recorded in swap assets or swap liabilities with changes in fair value recorded in other comprehensive income (loss), net of tax. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
An interest rate swap with a notional amount totaling $100.0 million as of December 31, 2025 was designated as a cash flow hedge to hedge the risk of variability in cash flows (future interest payments) attributable to changes in the contractually specified benchmark interest rate on the Company's short-term fixed rate FHLB advances. The gross aggregate fair value of the swap was ($74) and is recorded in Swap liabilities in the Consolidated Balance Sheets at December 31, 2025, with changes recorded in other comprehensive income (loss). Amounts reported in accumulated other comprehensive income related to this derivative will be reclassified to interest expense as interest payments are paid on the Company's short-term fixed rate FHLB advances. The hedge was executed to pay fixed and receive variable rate cash flows. The hedge was determined to be effective during the period and the Company expects the hedge to remain effective during the remaining term of the swap. A summary of the interest rate swap designated as a cash flow hedge is presented below (dollars in thousands):
| Notional amount Cash Flow Hedge | $100,000 |
|---|---|
| Weighted average fixed pay rates | 3.81% |
| Weighted average variable SOFR receive rates | 3.69% |
| Weighted average remaining maturity (in years) | 1.2 |
| Fair Value | $(74) |
Non-designated Hedges
Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. To accommodate customer need and to support the Company’s asset/liability positioning, on occasion the Company enters into interest rate swaps with a customer and a bank counterparty. The interest rate swaps are free-standing derivatives and are recorded at fair value. The Company enters into a floating rate loan and a fixed rate swap with our customer. Simultaneously, the Company enters into an offsetting fixed rate swap with a bank counterparty. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay a bank counterparty the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These transactions allow the Company’s customer to effectively convert variable rate loans to fixed rate loans. Since the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not significantly impact the Company’s results of operations. These derivatives are not designated as hedging instruments and changes in fair value are recognized directly in earnings.
The Company presents non-designated derivative positions gross on the balance sheet for customers and net for financial institution counterparty positions subject to master netting arrangements. The fair value on the asset side was reduced by the margin call adjustment per the Company's netting arrangement in the amounts of $2,180 and $6,330 as of December 31, 2025 and December 31, 2024, respectively.
The following table reflects the derivative instruments not designated as hedging instruments recorded on the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024:
| 2025 · 2024 | |||||||
|---|---|---|---|---|---|---|---|
| NotionalAmount · Fair Value · NotionalAmount · Fair Value | |||||||
| Swap assets | |||||||
| Interest rate swaps with loan customers in an asset position | $114,463 | $2,792 | $68,621 | $1,169 | |||
| Counterparty positions with financial institutions in an asset position | 244,495 | 2,882 | 247,727 | 10,469 | |||
| Total before netting adjustments | 5,674 | 11,638 | |||||
| Netting adjustments - cash collateral posted by counterparties* | (2,180) | (6,330) | |||||
| Total Swap assets | $3,494 | $5,308 | |||||
| Swap liabilities | |||||||
| Interest rate swaps with loan customers in a liability position | $130,032 | $5,674 | $179,106 | $11,638 | |||
| Counterparty positions with financial institutions in a liability position | — | — | — | — | |||
| Total before netting adjustments | 5,674 | 11,638 | |||||
| Netting adjustments - cash collateral posted to counterparties** | — | — | |||||
| Total Swap liabilities | $5,674 | $11,638 | |||||
| *Cash collateral posted by counterparties represents the obligation to return cash collateral received from counterparties. | |||||||
| **Cash collateral posted to counterparties represents the right to reclaim cash collateral that was paid to counterparties. | |||||||
| Gross notional positions with customers | $244,495 | $247,727 | |||||
| Gross notional positions with financial institution counterparties | $244,495 | $247,727 | |||||
The Company monitors and controls all derivative products with a comprehensive Board of Director approved commercial loan swap policy. All hedge transactions must be approved in advance by the Lenders Loan Committee or the Directors Loan Committee of the Board of Directors. The Company classifies changes in the fair value of derivative instruments not designated as hedging instruments with “Other” in the Consolidated Statements of Operation. Any fees paid to enter the swap contract at inception are recognized in earnings when received. Such fees amounted to $275 and $232 during the years ended December 31, 2025 and 2024, respectively.
The Company didnot have any cash or securities pledged as collateral on its interest rate swaps with third party financial institutions at December 31, 2025 or 2024.
NOTE 23 – QUALIFIED AFFORDABLE HOUSING PROJECT INVESTMENTS
The Company invests in qualified affordable housing projects. At December 31, 2025 and 2024, the balance of the Company’s investments in qualified affordable housing projects was $16,386 and $15,850, respectively. These balances are reflected in the Other assets line on the Consolidated Balance Sheets. The unfunded commitments related to the investments in qualified affordable housing projects totaled $5,113 and $5,668 at December 31, 2025 and 2024, respectively. These balances are reflected in the Accrued expenses and other liabilities line on the Consolidated Balance Sheets.
During the years ended December 31, 2025, 2024 and 2023, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $1,464,$1,273 and $1,035, respectively, which was included withinpre-tax income on the Consolidated Statements of Operations.
Additionally, during the years ended December 31, 2025, 2024 and 2023, the Company recognizedtax credits and other benefits from itsinvestments in affordable housing tax credits of $1,664, $1,562 and $1,655, respectively. During the years ended December 31, 2025, 2024 and 2023, the Company didnot incur impairment losses related to its investment in qualified affordable housing projects.
NOTE 24 – REVENUE RECOGNITION
The Company accounts for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers. Revenue associated with financial instruments, including revenue from loans and securities are outside the scope of the new standard and accounted for under existing GAAP. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives and certain credit card fees are also not in scope of the new guidance. Noninterest revenue streams in-scope of ASC 606 are discussed below.
Service Charges
Service charges consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
ATM/Interchange Fees
Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
Wealth Management Fees
Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received in the following month through a direct charge to customers’ accounts. The Company does not earn performance-based incentives.
Tax Refund Processing Fees
The Company facilitates the payment of federal and state income tax refunds in partnership with a third-party vendor. Refund Transfers (“RTs”) are fee-based products whereby a tax refund is issued to the taxpayer after the Company has received the refund from the federal or state government. As part of this agreement the Company earns fee income, the majority of which is received in the first quarter of the year. The Company’s fee income revenue is recognized based on the estimated percent of business completed by each date. The Company exited this line of business in 2023 resulting inno fee income in 2025 or 2024.
Other
Other noninterest income consists of other recurring revenue streams such as check order fees, wire transfer fees, safety deposit box rental fees, item processing fees and other miscellaneous revenue streams. Check order income mainly represents fees charged to customers for checks. Wire transfer fees represent revenue from processing wire transfers. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Item processing fee income represents fees charged to other financial institutions for processing their transactions. Payment is typically received in the following month.
The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the years ended December 31, 2025, 2024 and 2023.
| For the years ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Noninterest Income | |||
| In-scope of Topic 606: | |||
| Service charges | $6,461 | $6,114 | $7,206 |
| ATM/Interchange fees | 5,902 | 5,841 | 5,880 |
| Wealth management fees | 5,540 | 5,519 | 4,767 |
| Tax refund processing fees | — | - | 2,375 |
| Other | 1,120 | 1,649 | 10,220 |
| Noninterest Income (in-scope of Topic 606) | 19,023 | 19,123 | 30,448 |
| Noninterest Income (out-of-scope of Topic 606) | 14,944 | 18,625 | 6,715 |
| Total Noninterest Income | $33,967 | $37,748 | $37,163 |
NOTE 25 - LEASES
We have operating leases for several branch locations and office space. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. We also lease certain office equipment under operating leases. Many of our leases include both lease (e.g., minimum rent payments) and non-lease (e.g., common-area or other maintenance costs) components. The Company accounts for each component separately based on the standalone price of each component. In addition, we have several operating leases with lease terms of less than one year and therefore, we have elected the practical expedient to exclude these short-term leases from our right-of-use ("ROU") assets and lease liabilities.
Most leases include one or more options to renew. The exercise of lease renewal options is typically at our sole discretion. Renewals to extend the lease terms are only included in our ROU assets and lease liabilities when it is reasonably certain they will be exercised.
As most of our leases do not provide an implicit rate, we use the fully collateralized FHLB borrowing rate, commensurate with the lease terms based on the information available at the lease commencement date in determining the present value of the lease payments.
The balance sheet information related to our operating leases was as follows as of December 31, 2025 and 2024:
| Classification on the Consolidated Balance Sheet | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| Assets: | |||
| Operating lease | Other assets | $2,387 | $1,063 |
| Liabilities: | |||
| Operating lease | Accrued expenses and other liabilities | $2,387 | $1,063 |
The cost components of our operating leases were as follows for the periods ended December 31, 2025, 2024 and 2023:
| December 31, 2025 | December 31, 2024 | December 31, 2023 | |
|---|---|---|---|
| Lease cost | |||
| Operating lease cost | $816 | $631 | $499 |
| Short-term lease cost | 40 | 220 | 160 |
| Sublease income | (28) | (28) | (26) |
| Total lease cost | $828 | $823 | $633 |
Maturities of our lease liabilities for all operating leases for each of the next five years and thereafter is as follows:
| 2026 | $754 |
| 2027 | 740 |
| 2028 | 584 |
| 2029 | 395 |
| 2030 | 78 |
| Thereafter | — |
| Total lease payments | $2,551 |
| Less: Imputed Interest | 164 |
| Present value of lease liabilities | $2,387 |
The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of December 31, 2025:
| Weighted-average remaining lease term - operating leases (years) | 3.40 |
|---|---|
| Weighted-average discount rate - operating leases | 3.88% |
The Company is the lessor of equipment under operating leases to a wide variety of customers, from commercial and industrial to government and healthcare. The operating lease assets are presented on the balance sheet as Premises and equipment. The Company records lease revenue over the term of the lease and retains ownership of the related assets which are depreciated over the estimated useful life, normallytwo tosix years.
The Company also leases equipment to customers under direct financing leases. At the inception of each lease, the lease receivables, together with the present value of the estimated unguaranteed residual values are presented on the balance sheet as Loans. The excess of the lease receivables and residual values over the cost of the equipment is recorded as unearned lease income and will be recognized over the lease term, normallytwo tosix years as well.
NOTE 26 - SEGMENT REPORTING
The Company conducts its operations throughone single business segment, which is determined by the Chief Financial Officer, who is the designated chief operating decision maker ("CODM").
This decision is based upon information provided about the Company's products and services offered. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The CODM evaluates revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and in establishing compensation. Loans and investments provide the majority of revenues in the banking operation. Interest expense, provision for credit losses, and compensation expense provide the significant expenses in the banking operation.
The Company's segment assets represent its total assets as presented in the Consolidated Balance Sheets.
All of the Company's earnings relate to its operations within the United States.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.