Civista Bancshares, Inc. Announces Fourth-Quarter 2025 Financial Results of $0.61 per Common Share, and Full-Year 2025 Financial Results of $2.64 per Common Share

"Our fourth‑quarter results cap a year of exceptional progress for Civista, with net income for the quarter increasing to $12.3 million from $9.9 million a year ago," said Dennis G. Shaffer, CEO and President of Civista. "For the full year, net income reached $46.2 million, compared with $31.7 million in the prior year, and earnings per share increasing to $2.64 from $2.01 last year, underscoring the continued strength of our franchise and our ability to execute effectively even in a shifting rate environment. These results reflect solid operating momentum, disciplined growth, and the increasing value we're driving across our markets."

"2025 was a pivotal year for Civista," Shaffer added. "The successful acquisition of The Farmers Savings Bank expanded our presence in Northeast Ohio and strengthened our ability to serve both long‑standing and new customer relationships. Our capital raise in mid-2025 continues to support balance sheet flexibility, enhancing liquidity and ensuring we remain well-positioned to meet the evolving needs of our communities."

"Credit quality remains solid, supported by disciplined underwriting and the resilience we continue to see across our customer base," Shaffer said. "While economic conditions remain mixed, our relationship‑focused approach and community‑banking roots equip us to navigate uncertainty with confidence. We remain committed to delivering responsible, customer‑centered banking that supports the families, businesses, and communities we're proud to serve throughout our footprint."

Results of Operations:
For the three-month periods ended December 31, 2025, September 30, 2025 and December 31, 2024 and the twelve-month periods ended December 31, 2025 and December 31, 2024.

Fourth-Quarter 2025 Highlights

• Completed the closing of the acquisition of FSB, which added approximately $268.1 million of assets, $106.2 million of loans and leases, and $236.1 million of deposits. FSB integration proceeding as planned, with the core conversion scheduled for February 2026.
• Net income of $12.3 million, a $2.4 million or 24% increase compared to $9.9 million for the fourth quarter 2024, and $12.8 million for the third quarter of 2025.
• Diluted earnings per common share of $0.61, for the fourth quarter of 2025, compared to $0.63 per diluted share, for the fourth quarter of 2024, and $0.68 per diluted share in the third quarter of 2025.
• The fourth-quarter of 2025 included non-recurring expenses related to the merger of FSB that negatively impacted net income by approximately $3.4 million on a pre-tax basis, $2.9 million on an after-tax basis, and $0.14 per common share.
• Net interest margin (tax equivalent) of 3.69%for the fourth quarter of 2025, compared to 3.36% for the fourth quarter of 2024.
• Net interest income of $36.5 million, up $5.1 million or 16.3% compared to the fourth quarter of 2024.
• Cost of deposits of 192 basis points for the fourth-quarter of 2025, up 8 basis points compared to the third-quarter of 2025, but 28 basis points lower than the 220 basis points in the fourth-quarter of 2024.
• Cost of funds of 208 basis points for the fourth-quarter of 2025, down 19 basis points from the 227 basis points in the third-quarter of 2025, and 34 basis points lower than the 242 basis points cost of funds in the fourth-quarter of 2024.
• Efficiency ratio of 57.7%, compared to 68.3% for the fourth quarter of 2024 and 61.4% for the third quarter of 2025.
• Return on Assets of 1.15%, compared to 0.97% for the fourth quarter of 2024.
• Return on Equity of 9.26%, compared to 10.05% for the fourth quarter of 2024.
• Allowance for credit losses on loans / total loans of 1.28%.
• Based on the December 31, 2025, market close share price of $22.22, the $0.17 fourth quarter dividend is equivalent to an annualized yield of 3.06% and a dividend payout ratio of 27.97%.

The Farmers Savings Bank Acquisition

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, and 2 branches. The results of the fourth quarter of 2025 reflect inclusion of FSB since November 7, 2025.

Immediately following completion of the acquisition, FSB was merged 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 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 have commenced and are scheduled to be substantially complete by the middle of the 2026 first-quarter.

Assets

Total assets at December 31, 2025, were $4.3 billion, an increase of $223.1 million, or 5.4% from September 30, 2025, and up $238.0 million, or 5.8%, from December 31, 2024.

• Total assets, including loans and leases, were impacted by the mid-quarter FSB acquisition.
• Loan and lease balances increased $174.1 million, or 5.6% since September 30, 2025, and up $188.8 million, or 6.1% since December 31, 2024.
• Residential Real Estate has continued to grow primarily due to more home loans as we meet the demand for housing by our customers and communities.

Deposits & Borrowings

Total deposits at December 31, 2025, were $3.5 billion, an increase of $236.0 million, or 7.3% from September 30, 2025, and an increase of $254.6 million, or 7.9%, from December 31, 2024.  

• Total deposits, including FHLB short-term advances, were impacted by the mid-quarter FSB acquisition.
• Noninterest-bearing demand deposits increased $6.9 million from December 31, 2024, primarily due to a $13.2 million increase in noninterest-bearing accounts related to commercial business deposits and $1.5 million related to retail, mostly offset by a $9.5 million decrease in noninterest-bearing public funds.
• Interest-bearing demand deposits decreased $19.2 million from December 31, 2024, primarily due to a $31.9 million decrease in interest-bearing public funds, slightly offset by a $14.7 million increase in retail interest-bearing demand deposits.
• Savings and money markets increased $107.6 million from December 31, 2024, primarily due to an increase of $123.7 million in retail, public funds, and business money market deposits coupled with an increase of $18.9 million in retail savings, slightly offset by a $32.7 million decrease in ICS money market.
• Time deposits increased $257.3 million from December 31, 2024, primarily due increases of $176.4 million increase in Jumbo's and $64.8 million in retail certificates of deposit.
• Brokered deposits totaled $402.1 million at December 31, 2025, which included brokered certificate of deposits of $400.0 million and brokered money markets of $2.1 million. Brokered deposits decreased $29.0 million from September 30, 2025 and $98.1 million from December 31, 2024, strategically reducing the balances of brokered deposits.
• FHLB short-term advances totaled $175.0 million on December 31, 2025, down $57.0 million from September 30, 2025, and down $164.0 million from December 31, 2024.
• FHLB long-term advances totaled $0.9 million on December 31, 2025, down from $0.1 million September 30, 2025, and down from $0.6 million on December 31, 2024.

Net Interest Income and Net Interest Margin

Net interest income increased $5.1 million, or 16.3%, for the fourth quarter of 2025, compared to the same period last year.  

• Net interest income and net interest margin, were impacted by the mid-quarter FSB acquisition.
• Interest income increased $2.5 million for the fourth quarter of 2025, compared to the same period last year, attributed to average interest-earning assets increasing $201.0 million coupled with a 4-basis point increase in asset yield.
• Interest expense decreased $2.6 million for the fourth quarter of 2025, compared to the same period last year. This was due to a 95-basis point reduction in higher costing short-term FHLB borrowings coupled with a 106-basis point reduction in time deposits mostly offset by $135.1 million average balance growth in total interest-bearing deposits when comparing the fourth quarter of 2025 to the same period last year.
• Net interest margin increased 33-basis points to 3.69% for the fourth quarter of 2025, compared to 3.36% for the same period last year.

Net interest income increased $21.9 million, or 18.7%, for the twelve months ended December 31, 2025, compared to the same period last year.  For the twelve months ended December 31, 2025, net interest income was increased in Q2 2025 by $1.6 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion. 

• Interest income increased $14.3 million for the twelve-months ended December 31, 2025, compared to the same period last year, attributed to average interest-earning assets increasing $198.8 million coupled with a 9-basis point increase in asset yield.
• Interest expense decreased $7.6 million for the twelve-months ended December 31, 2025, compared to the same period last year. This was due to a 101-basis point reduction in higher costing short-term FHLB borrowings coupled with a 123-basis point drop in time deposits, mostly offset by $206.5 million average balance growth in interest-bearing deposits, when comparing the twelve-months ended December 31, 2025, to the same period last year.
• Net interest margin increased 40-basis points to 3.61% for the twelve months ended December 31, 2025, compared to 3.21% for the same period last year.

Credit

Provision for credit losses (including provision for unfunded commitments) decreased $0.1 million for the fourth quarter of 2025 to $0.6 million compared to $0.7 million for the same period last year, and increased $0.4 million compared to $0.2 million in the third quarter of 2025.

• Civista recorded net charge-offs of $0.9 million for the fourth quarter of 2025 compared to net charge-offs of $2.2 million for the same period of 2024, and $0.6 million in the third quarter of 2025.
• The allowance for credit losses to loans ratio was 1.28% at December 31, 2025, compared to 1.30% at September 30, 2025, and 1.29% at December 31, 2024.
• Non-performing assets at December 31, 2025, were $31.3 million, an increase of $8.5 million or 37.3%, from September 30, 2025. The non-performing assets to assets ratio was 0.72% and 0.55% at December 31, 2025 and September 30, 2025, respectively.
• The allowance for credit losses to non-performing loans increased to 134.3% at December 31, 2025, from 120.8% at December 31, 2024.
• The FSB acquisition added approximately $2.0 million to the allowance for credit losses.

Non-interest Income

Non-interest income for the fourth quarter of 2025 totaled $9.9 million, an increase of $0.9 million or 9.6%, when compared to the same period last year.  

• Non-interest Income was impacted by the mid-quarter FSB acquisition.
• Service charges increased $0.1 million for the fourth quarter of 2025, compared to the same period last year, primarily from an increase in retail overdraft fees.
• Net gain on sale of loans increased $0.3 million for the fourth quarter of 2025, compared to the same period last year, resulting from timing of selling loans.
• Lease revenue and residual income increased $0.2 million for the fourth quarter of 2025 compared to the same period last year, mainly due to an increase in lease originations in the fourth quarter of 2025.
• Income from Bank Owned Life Insurance decreased $0.4 million for the fourth quarter of 2025 due to a death benefit on an insured individual in the fourth quarter of 2024.

For the twelve months ended December 31, 2025, Non-interest income totaled $34.0 million, a decrease of $3.8 million or 10.0%, when compared to the same period last year.  For the twelve months ended December 31, 2025, noninterest income was reduced in the second quarter 2025 by $1.0 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion.  

• Service charges increased $0.3 million for the twelve months ended December 31, 2025, compared to the same period last year, primarily from an increase in retail overdraft fees year-over-year.
• Lease revenue and residual income decreased $3.0 million for the twelve months ended December 31, 2025, compared to the same period last year, due to stronger lease originations for most of 2024 coupled with a one-time non-recurring adjustment aforementioned above.
• Other income decreased $0.9 million for the twelve month ended December 31, 2025, compared to the same period last year, primarily related to lower fee revenue from the leasing division.

Non-interest Expense

Non-interest expense for Q4 2025 totaled $31.0 million, an increase of $2.7 million or 9.6%, when compared to the same period last year.  In the fourth quarter of 2025, noninterest expense was increased by $3.4 million of non-recurring adjustments related to acquisition expenses resulting from the previously announced merger with FSB that closed in November 2025.  These expenses are recorded in other noninterest expenses.

• Non-interest expense was impacted by the mid-quarter FSB acquisition.
• Compensation expense decreased $0.4 million for the fourth quarter of 2025 compared to the same period last year, primarily due to an increase in the deferral of salaries and wages related to the loan originations in the fourth quarter of 2025 partially offset by an increase in medical expenses.
• The quarter-to-date average number of full-time equivalent ("FTE") employees was 535 at December 31, 2025, compared with an average number of 519 for the same period in 2024.
• Equipment expense decreased $0.2 million for the three months ended December 31, 2025 compared to the same period in 2024, mainly due to normal depreciation expense.
• Other expenses increased $4.2 million for the fourth quarter of 2025 compared to the same period last year, mainly due to the aforementioned acquisition-related expenses.
• The efficiency ratio was 57.7% for the quarter ended December 31, 2025, compared to 68.3% for the same period last year. The change in the efficiency ratio is primarily due to a 9.6% increase in non-interest expenses, a 16.3% increase in net interest income, partially offset by a 9.6% increase in non-interest income.

For the twelve months ended December 31, 2025, non-interest expense totaled $113.9 million, an increase of $1.4 million or 1.3%, when compared to the same period last year.  For the twelve months ended December 31, 2025, non-interest expense was increased by $3.8 million of non-recurring adjustments related to acquisition expenses from the FSB acquisition and from the Civista Leasing and Finance Division core system conversion. 

• Compensation expense decreased $3.1 million for the twelve months ended December 31, 2025 compared to the same period last year, primarily due to an increase in the deferral of salaries and wages related to the loan originations in 2025.
• The year-to-date average number of FTE employees was 526 at December 31, 2025, compared with an average number of 531 for the same period in 2024.
• Professional fees increased $.8 million for the twelve months ended December 31, 2025, compared to the same period last year, mainly due to utilizing consultants to assist in transitioning Civista Leasing and Finance Division to a new core processing system.
• Equipment expense decreased $1.4 million for the twelve months ended December 31, 2025, compared to the same period last year, due to normal equipment depreciation as well as decreases in equipment expense related to operating lease contracts, partially offset by $0.7 million in depreciation expense on assets that had a net book value but are no longer in use.
• The efficiency ratio was 62.0% for the twelve months ended December 31, 2025, compared to 70.9% for the same period last year. The change in the efficiency ratio is primarily due a 18.7% increase in net interest income, partially offset by a 10.0% decrease in non-interest income.

Taxes

Civista's effective income tax rate for the fourth quarter of 2025 was 16.8% compared to 13.1% for the same period last year, and 18.5% for the third quarter of 2025.  

Civista's effective income tax rate for the twelve months ended December 31, 2025, was 16.3% compared to 13.4% in the same period last year.  

Capital

Total shareholders' equity at December 31, 2025, totaled $543.5 million an increase of $44.4 million from September 30, 2025, and $155.0 million from December 31, 2024. The increases are a result of the capital raise management performed in the third quarter of 2025 and the FSB acquisition completed in the fourth quarter of 2025. 

On July 10, 2025, Civista completed an underwritten public offering of its common stock, including an overallotment option.  The offering totaled 3,788,238 of common shares at a price of $21.25 per share, raising $80.5 million.

On November 6, 2025, Civista completed its acquisition with FSB and issued 1,434,473 common shares at $21.76 per share, increasing common stock by $31.2 million.

Civista did not repurchase any shares in the fourth quarter of 2025 as the current repurchase plan is set to expire in April 2026.  For the twelve months ended December 31, 2025, Civista liquidated 8,716 shares held by employees, at an average price of $20.36 per share, to satisfy tax obligations stemming from vesting of restricted shares.

Conference Call and Webcast
Civista Bancshares, Inc. will also host a conference call to discuss the Company's financial results for the fourth quarter of 2025 at 1:00 p.m. ET on Thursday, January 29, 2026.  Interested parties can access the live webcast of the conference call through the Investor Relations section of the Company's website, www.civb.com. Participants can also listen to the conference call by dialing 800-836-8184 and ask to be joined into the Civista Bancshares, Inc. fourth quarter 2025 earnings call.  Please log in or dial in at least 10 minutes prior to the start time to ensure a connection.  An archive of the webcast will be available for one year on the Investor Relations section of the Company's website (www.civb.com).  

About Civista Bancshares
Civista Bancshares, Inc., is a $4.3 billion financial holding company headquartered in Sandusky, Ohio.  Its primary subsidiary, Civista Bank, was founded in 1884 and provides full-service banking, commercial lending, mortgage, and wealth management services.  Today, Civista Bank operates 44 locations across Ohio, Southeastern Indiana and Northern Kentucky.  Civista Bank also offers commercial equipment leasing services for businesses nationwide through its Civista Leasing and Finance Division.  Civista Bancshares' common shares are traded on the NASDAQ Capital Market under the symbol "CIVB".  Learn more at www.civb.com. 

Forward Looking Statements
This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Civista.  For these statements, Civista claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.   Statements in this press release should be considered in conjunction with the other information available about Civista, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance.  The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties.  We have tried, wherever possible, to identify such statements by using words such as "anticipate," "estimate," "project," "intend," "plan," "believe," "will" and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.  Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Civista's reports filed with the Securities and Exchange Commission, including those described in "Item 1A Risk Factors" of Part I of Civista's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and any additional risks identified in the Company's subsequent Form 10-Q's.  Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof.  Civista does not undertake, and specifically disclaims any obligation, to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Non-GAAP Financial Measures
This press release and related materials may contain references to measures which are not defined in generally accepted accounting principles ("GAAP"). These financial measures have been included as they provide meaningful supplemental information to assess trends in the Corporation's results of operations. Information concerning these non-GAAP financial measures can be found in the financial tables. Management believes these measures are meaningful because they reflect adjustments commonly made by management, investors, regulators, and analysts to evaluate the adequacy of earnings per common share, provide a greater understanding of ongoing operations and enhance comparability of results with prior periods.