CIVISTA BANCSHARES, INC.
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
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FY2025 · Filed Mar 6, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)
Documents filed as a Part of the Report
(1) Financial Statements. Civista Bancshares, Inc.’s Report of Independent Auditors and Consolidated Financial Statements and accompanying notes are filed as part of this document under Item 8.
Report of Independent Registered Public Accounting Firm on Financial Statements (Plante & Moran, PLLC: PCAOB ID:166)
Report of Independent Registered Public Accounting Firm on Financial Statements (Forvis Mazars, LLP, Cincinnati, Ohio, PCAOB Firm ID: 686)
Consolidated Statements of Changes in Shareholders’ Equity - For the years ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(3) Exhibits. The documents listed in the Index to Exhibits that immediately precedes the signature page of this Form 10-K are filed/furnished with this Form 10-K as exhibits or incorporated into this Form 10-K by reference as noted. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K is identified as such in the Index to Exhibits.
(b) Exhibits
The documents listed in the Index to Exhibits that immediately precedes the signature page of this Form 10-K are filed/furnished with this Form 10-K as exhibits or incorporated into this Form 10-K by reference is noted.
(c) Financial Statement Schedules
None
Index to Exhibits
| Exhibit | Description | Location |
| 2.1 | Agreement and Plan of Merger, dated as of July 10, 2025, by and among Civista Bancshares, Inc. Civista Bank and The Farmers Savings Bank | Filed as Exhibit 2.1 to Civista Bancshares, Inc.'s Current Report on Form 8-K dated July 10, 2025 and filed on July 11, 2025 and incorporated herein by reference. (File No. 001-36192). |
| 3.1 | Second Amended and Restated Articles of Incorporation of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on November 15, 2018 | Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on November 16, 2018 and incorporated herein by reference (File No. 001-36192). |
| 3.2 | Second Amended and Restated Code of Regulations of Civista Bancshares, Inc. (adopted July 22, 2025). | Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated July 22, 2025 and filed on July 28, 2025 and incorporated herein by reference (File No. 001-36192). |
| 4.1 | Indenture dated November 30, 2021, by and between Civista Bancshares, Inc. and UMB Bank, National Association, as Trustee. | Filed as Exhibit 4.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on November 30, 2022 and incorporated herein by reference (File No. 001-36192). |
| 4.2 | Forms of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031. | Included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto. |
| 4.3 | Agreement to furnish instrument and agreements defining rights of holders of long-term debt. | Included herewith. |
| 4.4 | Description of Capital Stock of Civista Bancshares, Inc. | Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 15, 2021 and incorporated herein by reference (File No. 001-36192). |
| 10.1* | Form of Change in Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers. | Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference. (File No. 001-36192). |
| 10.2* | Form of Amended and Restated Change in Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers. | Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference. (File No. 001-36192). |
| 10.3* | Form of Pension Shortfall Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers. | Filed as Exhibit 10.2 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on October 29, 2015 and incorporated herein by reference. (File No. 001-36192). |
| 10.4* | Civista Bancshares, Inc. Supplemental Nonqualified Executive Retirement Plan, as amended and restated as of January 1, 2024 | Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on February 22, 2024 (File No. 001-36192). |
| 10.5* | First Amendment to Civista Bancshares, Inc. Supplemental Nonqualified Executive Retirement Plan, effective as of June 6, 2025 | Filed as Exhibit 10.1 to Civista Bancshares, Inc.'s Current Report on Form 8-K dated and filed on June 6, 2025 and incorporated herein by reference. (File No. 001-36192) |
| 10.6* | Endorsement Split Dollar Insurance Agreement, dated as of June 6, 2025, between Civista Bank and Charles A. Parcher | Filed as Exhibit 10.3 to Civista Bancshares, Inc.'s Current Report on Form 8-K dated and filed on June 6, 2025 and incorporated herein by reference. (File No. 001-36192) |
| Exhibit | Description | Location |
| 10.7* | Civista Bancshares, Inc. 2014 Incentive Plan | Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Registration Statement on Form S-8 filed on February 26, 2015 and incorporated herein by reference (File No. 333-202316). |
| 10.8* | Form of Restricted Stock Award Agreement under Civista Bancshares, Inc. 2014 Incentive Plan | Filed as Exhibit 10.8 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 15, 2019 and incorporated herein by reference. (File No. 1-36192) |
| 10.9* | Civista Bancshares, Inc. 2024 Incentive Plan | Filed as Exhibit 10.1 to Civista Bancshares, Inc.'s Registration Statement on Form S-8 filed on May 24, 2024 and incorporated herein by reference (File No. 333-279708). |
| 10.10* | Form of Restricted Stock Award Agreement under Civista Bancshares, Inc. 2024 Incentive Plan | Included herewith |
| 10.11* | Endorsement Split Dollar Insurance Agreement, dated as of June 6, 2025, between Civista Bank and Dennis Shaffer | Included herewith |
| 10.12* | Endorsement Split Dollar Insurance Agreement, dated as of June 6, 2025, between Civista Bank and Rich Dutton | Included herewith |
| 10.13* | Endorsement Split Dollar Insurance Agreement, dated as of June 6, 2025, between Civista Bank and Lance Morrison | Included herewith |
| 10.14* | Endorsement Split Dollar Insurance Agreement, dated as of June 6, 2025, between Civista Bank and Ian Whinnem | Included herewith |
| 19.1 | Insider Trading Policy | Included herewith |
| 21.1 | Subsidiaries of Civista Bancshares, Inc | Included herewith |
| 23.1 | Consent of Plante Moran | Included herewith |
| 23.2 | Consent FORVIS MAZARS | Included herewith |
| 31.1 | Rule 13a-14(a)/15-d-14(a) Certification of Principal Executive Officer | Included herewith |
| 31.2 | Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer | Included herewith |
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Included herewith |
| 32.2 | Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Included herewith |
| 97.1 | Clawback Policy | Included herewith |
| 101.INS | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 |
- Management contract or compensatory plan or arrangement
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