Skip to main content

CIVISTA BANCSHARES, INC.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

CIVB$28.77+1.4%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Interim Consolidated Financial Statements (Unaudited)

(1) Cons olidated Financial Statements

Nature of Operations and Principles of Consolidation: Civista Bancshares, Inc. ("CBI") is an Ohio corporation and a registered financial holding company. The Consolidated Financial Statements include the accounts of 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. Management considers the Company to operate primarily in one reportable segment, banking.

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. As of August 31, 2023, VFG was merged into Civista and now operates as a full-service equipment leasing and financing division of Civista. The operations of CLF are headquartered 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 the quarters ended September 30, 2026 and 2025. WSP was formed to hold repossessed assets of CBI’s subsidiaries. WSP revenue was less than 1% of total revenue for the quarters ended September 30, 2026 and 2025. 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 the quarters ended September 30, 2026 and 2025. 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 its previously announced acquisition of FSB. The acquisition added approximately $268,139 of total assets, $106,161 of total loans and leases, $236,097 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 was completed in the first quarter of 2026, and technology conversions were completed in mid-February, as scheduled. Certain of Civista's products and services have been introduced across the legacy FSB customer base, and customer-facing colleagues are focused on both growing and retaining customers.

Offering of Common Shares

On July 10, 2025, CBI announced an underwritten public offering of up to a maximum of 3,788,238 of its common shares. CBI closed on the sale of 3,294,120 common shares on July 14, 2025, and subsequently sold 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 approxim ately $75,666 after deducting $608 of direct expenses and the underwriting discount of $4,226. 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.

The accompanying Unaudited Consolidated Financial Statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position as of September 30, 2026 and its results of operations and changes in cash flows for the periods ended September 30, 2026 and 2025 have been made. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the operating results for the full year. Reference is made to the accounting policies of the Company described in the notes to the Audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company has consistently followed these policies in preparing this Quarterly Report on Form 10-Q.

(2) Significant Accounting Policies

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.

Financial Statement presentation/reclassification change: Beginning in the third quarter of 2026, the Company revised the presentation of certain components of noninterest income to better reflect the nature of its mortgage banking and leasing activities. Mortgage-related income is now presented within “Mortgage banking,” while lease-related income is presented within “Leasing and commercial finance revenue.” All amounts previously presented within “Net gain (loss) on sale of loans and leases” have been reclassified to these respective categories. Mortgage banking income includes loan servicing fee income, mortgage servicing rights amortization, the gain or loss on mortgage banking derivatives, and the gain or loss on sale of mortgage loans. Leasing and commercial finance revenue includes revenue associated with sales-type, direct financing, and operating lease activity, as well as gain or loss on the sale of commercial loans and leases. Prior-period amounts have been reclassified to conform to the current-period presentation. These reclassifications had no effect on total noninterest income or net income.

Recently Adopted and Newly Issued but Not Yet Effective Accounting Standards:

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

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 arrangement 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.

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 its income statement. The effective date of ASU 2024-03 was subsequently clarified by ASU 2025-01. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective applications are permitted. The Company is currently evaluating the impact of ASU 2024-03, but it is not expected to have a material impact on its Consolidated Financial Statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("VIE"). The ASU revises the guidance in ASC 805 to clarify that, in determining the accounting acquirer in "a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired," an entity would be required to consider the factors in ASC paragraphs 805-10-55-12 through 55-15. Previously, the accounting acquirer in such transactions was always the primary beneficiary. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal reporting periods. Early adoption is permitted as of the beginning of an interim or fiscal reporting period. The Company is currently evaluating the impact of ASU 2025-03, but it is not expected to have a material impact on its Consolidated Financial Statements.

In November 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 current expected credit loss ("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, but early 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.

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 beginning 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 December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the applicability of interim reporting guidance, provide a comprehensive list of interim disclosures required by GAAP, and establish a principle requiring disclosure of events and changes since the end of the last annual reporting period that have a material impact on an entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11, but it is not expected to have a material impact on the Company's Consolidated Financial Statements.

(3) Securities

The amortized cost and fair market value of available-for-sale securities and the related gross unrealized gains and losses recognized were as follows:

September 30, 2026AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFair Value
U.S. Treasury securities and obligations of U.S. government agencies$38,155$225$(1,451)$36,929
Obligations of states and political subdivisions333,052118(45,624)287,546
Mortgage-backed securities in government sponsored entities341,409163(28,795)312,777
Total debt securities (1)$712,616$506$(75,870)$637,252
December 31, 2025AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFair Value
U.S. Treasury securities and obligations of U.S. government agencies$61,935$262$(1,180)$61,017
Obligations of states and political subdivisions345,2141,319(21,735)324,798
Mortgage-backed securities in government sponsored entities319,792525(24,224)296,093
Total debt securities (1)$726,941$2,106$(47,139)$681,908

(1)Excludes accrued interest receivable on securities of $3,680 and $4,371 at September 30, 2026 and December 31, 2025, respectively, that is recorded in Accrued interest receivable on the Consolidated Balance Sheets.

The amortized cost and fair value of debt securities at September 30, 2026, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

Available for saleAmortizedCostFairValue
Due in one year or less$9,096$8,996
Due after one year through five years58,34255,578
Due after five years through ten years66,23162,755
Due after ten years237,538197,146
Mortgage-backed securities341,409312,777
Total securities available-for-sale$712,616$637,252

The following table presents the sales, gross realized gains and gross realized losses on sales and calls of debt securities available-for-sale for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended · Nine Months Ended
September 30,September 30,
2026202520262025
Sale proceeds$6,560$—$6,560$—
Gross realized gains————
Gross realized losses1,571—1,571—
Gains (losses) from securities called or settled by the issuer————

Gross realized losses on sale of debt securities was $1,571 for the three and nine months ended September 30, 2026, resulting from the sale of three lower-yielding debt securities in the third quarter of 2026 as part of a balance-sheet repositioning strategy. The proceeds were reinvested in higher-yielding securities, which management expects to support future net interest income.

Securities are pledged by the Company from time to time to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $273,666 and $239,649 as of September 30, 2026 and December 31, 2025, respectively.

The following tables show the fair value and gross unrealized losses, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2026 and December 31, 2025:

September 30, 202612 Months or lessMore than 12 monthsTotal
Description of SecuritiesFairValueUnrealizedLossFairValueUnrealizedLossFairValueUnrealizedLoss
U.S. Treasury securities and obligations of U.S. government agencies$7,571$(171)$23,774$(1,280)$31,345$(1,451)
Obligations of states and political subdivisions140,230(9,904)136,709(35,720)276,939(45,624)
Mortgage-backed securities in gov’t sponsored entities112,516(1,867)149,920(26,928)262,436(28,795)
Total$260,317$(11,942)$310,403$(63,928)$570,720$(75,870)
December 31, 202512 Months or lessMore than 12 monthsTotal
Description of SecuritiesFairValueUnrealizedLossFairValueUnrealizedLossFairValueUnrealizedLoss
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 subdivisions12,606(45)181,703(21,690)194,309(21,735)
Mortgage-backed securities in gov’t sponsored entities58,246(490)172,015(23,734)230,261(24,224)
Total$72,020$(537)$401,362$(46,602)$473,382$(47,139)

At September 30, 2026, there were a total of 548 securities in the portfolio with unrealized losses mainly due to higher current market rates when compared to the time of purchase. At December 31, 2025, the Company owned 372 securities that were in an unrealized loss position. The unrealized losses on securities have not been recognized into income because the issuers’ securities are of high credit quality, management has the intent and ability to hold these securities for the foreseeable future, and the decline in fair value is largely due to currently higher market rates when compared to the time of purchase. The fair value is expected to recover as the securities approach their maturity date or reset date. Although the Company sold certain debt securities during the third quarter of 2026 as part of its balance sheet repositioning strategy, management has not identified any other specific securities in an unrealized loss position that it intends to sell and does not believe it is more likely than not that the Company will be required to sell such securities before recovery of their amortized cost basis.

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. 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 4.9 years. No credit losses were determined to be present during the three and nine months ended September 30, 2026, as there was no credit quality deterioration noted. Therefore, no provision for credit losses on securities was recognized for the three and nine months ended September 30, 2026.

The following table presents the net gains and losses on equity investments recognized in earnings for the three and nine months ended September 30, 2026 and 2025, and the portion of unrealized gains and losses for the period that relates to equity investments held at September 30, 2026 and 2025:

Three Months Ended · Nine Months Ended
September 30,September 30,
2026202520262025
Net gains (losses) recognized on equity securities during the period$99$255$272$152
Less: Net gains (losses) realized on the sale of equity securities during the period————
Unrealized gains (losses) recognized on equity securities held at reporting date$99$255$272$152

Equity securities consisting of investments in other financial institutions totaled $2,965 and $2,692 as of September 30, 2026 and December 31, 2025, respectively.

Stock of the Federal Home Loan Bank of Chicago (“FHLBC”), the Federal Reserve Bank of Cleveland (“FRBC”), United Bankers' Bancorp, Farmer Mac and Norwalk Community Development Corp are included as Other securities on the Company's Consolidated Balance Sheets. FHLBC stock was recorded at $10,514 at September 30, 2026 and $11,645 at December 31, 2025. FRBC stock was recorded at $16,028 at September 30, 2026 and $14,023 at December 31, 2025. United Bankers' Bancorp stock was recorded at $245 at September 30, 2026 and $230 at December 31, 2025. Farmer Mac stock was recorded at $42 at both September 30, 2026 and December 31, 2025. Norwalk Community Development Corp stock was recorded at $2 at both September 30, 2026 and December 31, 2025. Other securities are carried at cost, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value.

(4) Loans

Loan balances were as follows:

September 30, 2026December 31, 2025
Commercial & Agriculture$316,162$308,692
Commercial Real Estate- Owner Occupied387,946385,547
Commercial Real Estate- Non-Owner Occupied1,228,2321,239,017
Residential Real Estate982,843944,328
Real Estate Construction280,900285,137
Farm Real Estate31,81537,775
Lease Financing Receivables36,36535,103
Consumer and Other28,66034,447
Total loans3,292,9233,270,046
Allowance for credit losses(42,397)(42,020)
Net loans$3,250,526$3,228,026

The Company elected to exclude accrued interest receivable from the amortized cost basis of loans disclosed in this Note 4 and in Note 5 (Allowance for Credit Losses). As of September 30, 2026 and December 31, 2025, accrued interest receivable on loans totaled $10,699 and $10,031, respectively, and is included in the Accrued interest receivable line item on the Company's Consolidated Balance Sheet.

Lease financing receivables consist of direct financing and sales-type 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. The net investment in direct financing and sales-type leases was comprised of the following as of September 30, 2026 and December 31, 2025:

September 30, 2026December 31, 2025
Minimum lease payments receivable$37,174$39,332
Unguaranteed residual assets5,0641,558
Unamortized direct costs5814
Unearned income(5,931)(5,801)
Total net investment in direct financing and sales-type leases$36,365$35,103

The components of total leasing and commercial finance revenue were as follows for the three and nine months ended September 30, 2026 and 2025.

Three Months EndedNine Months Ended
September 30,September 30,September 30,September 30,
2026202520262025
Interest and dividend income - Loans and leases, including fees:
Interest income on net investments in direct financing and sales-type leases$604$719$1,835$4,347
Noninterest income - Leasing and commercial finance revenue
Lease income from operating lease payments1,4301,7704,1003,892
Other(1)6672821,807766
Gain on sale of commercial finance loans4756551,3671,326
Total leasing and commercial finance revenue$2,572$2,707$7,274$5,984

(1)Other consists of lease-related fees and commissions and gains (losses) on sale or disposition of leased assets

The amounts for the nine months ended September 30, 2025, disclosed in the tables above, include a nonrecurring adjustment identified in conjunction with the conversion of the core leasing system in the second quarter of 2025. An entry was recorded to increase lease interest income by approximately $1,260, reduce lease income from operating lease payments by approximately $550, and reduce other noninterest leasing and commercial finance revenue income by approximately $495. Accordingly, the adjustment affects comparability between the 2026 and 2025 periods and is not indicative of recurring lease activity.

(5) Allowance for Credit Losses

The following tables present, by portfolio segment, the changes in the allowance for credit losses ("ACL") for the three and nine months ended September 30, 2026.

Allowance for credit losses:

For the three months ended September 30, 2026Beginning balanceCharge-offsRecoveriesProvisionEnding Balance
Commercial & Agriculture$7,324$(1,655)$375$(1,250)$4,794
Commercial Real Estate:
Owner Occupied4,361—61974,564
Non-Owner Occupied10,665—95947612,100
Residential Real Estate14,102(17)341,06815,187
Real Estate Construction3,840——2644,104
Farm Real Estate226——5231
Lease Financing Receivables959—183381,180
Consumer and Other236(26)225237
Total$41,713$(1,698)$1,559$823$42,397
For the nine months ended September 30, 2026Beginning balanceCharge-offsRecoveriesProvisionEnding Balance
Commercial & Agriculture$5,153$(1,753)$471$923$4,794
Commercial Real Estate:
Owner Occupied4,420—91354,564
Non-Owner Occupied12,118(484)961(495)12,100
Residential Real Estate14,718(47)6844815,187
Real Estate Construction3,842——2624,104
Farm Real Estate279——(48)231
Lease Financing Receivables1,169(348)2271321,180
Consumer and Other321(46)13(51)237
Total$42,020$(2,678)$1,749$1,306$42,397

For the three and nine months ended September 30, 2026, the Company provided $823 and $1,306, respectively, to the allowance for credit losses. The Company experienced an increase in the allowance for credit losses primarily due to an increase in the loan portfolio. The provision recorded in the three months ended September 30, 2026 in the Commercial & Agriculture portfolio was reduced due to the decrease in quantitative factors due to an improved loss given default forecast. The charge-offs for the Commercial & Agriculture portfolio mainly consisted of one charge-off that had a specific reserve and did not impact the provision. The increased provision in the Residential Real Estate portfolio was due to a growth in loan balances. The Company experienced a large charge-off during the three months ended September 30, 2026 in one commercial relationship and two large recoveries from two different commercial relationships.

The following tables present, by portfolio segment, the changes in the allowance for credit losses for the three and nine months ended September 30, 2025.

Allowance for credit losses:

For the three months ended September 30, 2025Beginning balanceCharge-offsRecoveriesProvisionEnding Balance
Commercial & Agriculture$6,057$(249)$39$531$6,378
Commercial Real Estate:
Owner Occupied4,612——744,686
Non-Owner Occupied11,321——(1,189)10,132
Residential Real Estate13,075(14)3589013,986
Real Estate Construction3,695——(141)3,554
Farm Real Estate305——(4)301
Lease Financing Receivables1,214(395)—2471,066
Consumer and Other176(4)9(30)151
Total$40,455$(662)$83$378$40,254
For the nine months ended September 30, 2025Beginning balanceCharge-offsRecoveriesProvisionEnding Balance
Commercial & Agriculture$6,586$(684)$375$101$6,378
Commercial Real Estate:
Owner Occupied4,327——3594,686
Non-Owner Occupied11,404(1,350)37510,132
Residential Real Estate11,866(130)762,17413,986
Real Estate Construction3,708——(154)3,554
Farm Real Estate226——75301
Lease Financing Receivables1,361(546)432081,066
Consumer and Other191(20)21(41)151
Total$39,669$(2,730)$518$2,797$40,254

For the three and nine months ended September 30, 2025, the Company provided $378 and $2,797, respectively, to the allowance for credit losses. The Company experienced an increase in the allowance for credit losses primarily due to the restoration of the reserves from net charge-offs.

The Company’s internally assigned risk 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 non-performing loans included as Substandard.

Based on the most recent analysis performed, the risk categoryof loans at September 30, 2026, and year-to-date gross charge-offs as of September 30, 2026, by type and year of originations, was as follows:

Term Loans Amortized Cost Basis by Origination Year
Revolving
20262025202420232022PriorLoansTotal
Commercial & Agriculture
Pass$55,139$39,185$36,738$26,560$15,091$15,278$105,684$293,675
Special Mention1601,1092363536521,7135,0449,267
Substandard564412,295726612—9,08913,220
Doubtful————————
Total Commercial & Agriculture$55,355$40,735$39,270$27,639$16,355$16,991$119,818$316,162
Commercial & Agriculture:
Current-period gross charge-offs$—$—$76$261$75$3$1,338$1,753
Commercial Real Estate - Owner Occupied
Pass$28,781$51,059$30,432$34,101$56,041$151,016$11,875$363,306
Special Mention—1,319———3,731—5,050
Substandard—52593599410,1956,8667519,590
Doubtful————————
Total Commercial Real Estate - Owner Occupied$28,781$52,903$31,367$35,095$66,236$161,613$11,950$387,946
Commercial Real Estate - Owner Occupied:
Current-period gross charge-offs$—$—$—$—$—$—$—$—
Commercial Real Estate - Non-Owner Occupied
Pass$121,304$78,369$75,456$245,991$235,047$383,279$18,384$1,157,830
Special Mention4,050193——3,98016,8699,85334,945
Substandard——1,421—52133,515—35,457
Doubtful————————
Total Commercial Real Estate - Non-Owner Occupied$125,354$78,562$76,877$245,991$239,548$433,663$28,237$1,228,232
Commercial Real Estate - Non-Owner Occupied:
Current-period gross charge-offs$—$—$—$—$—$484$—$484
Residential Real Estate
Pass$76,173$120,507$114,054$112,372$107,631$231,113$211,247$973,097
Special Mention——16——149—165
Substandard—136—2,0381,9483,9891,4709,581
Doubtful————————
Total Residential Real Estate$76,173$120,643$114,070$114,410$109,579$235,251$212,717$982,843
Residential Real Estate:
Current-period gross charge-offs$—$—$—$17$21$9$—$47
Revolving
20262025202420232022PriorLoansTotal
Real Estate Construction
Pass$113,423$84,148$8,398$34,293$9,375$8,664$13,376$271,678
Special Mention——8,557————8,557
Substandard———665———665
Doubtful————————
Total Real Estate Construction$113,423$84,148$16,955$34,959$9,375$8,664$13,376$280,900
Real Estate Construction:
Current-period gross charge-offs$—$—$—$—$—$—$—$—
Farm Real Estate
Pass$3,020$1,015$832$2,288$462$18,331$2,561$28,509
Special Mention————————
Substandard————4391,3101,5583,306
Doubtful————————
Total Farm Real Estate$3,020$1,015$832$2,288$901$19,641$4,119$31,815
Farm Real Estate:
Current-period charge-offs$—$—$—$—$—$—$—$—
Lease Financing Receivables
Pass$12,860$3,715$5,968$5,187$1,180$97$—$29,006
Special Mention——6—301——307
Substandard—1,6343,6711,508240——7,053
Doubtful——-—————
Total Lease Financing Receivables$12,860$5,349$9,645$6,695$1,721$97$—$36,365
Lease Financing Receivables:
Current-period charge-offs$—$—$115$164$69$—$—$348
Consumer and Other
Pass$1,184$21,648$916$1,490$848$522$1,977$28,584
Special Mention————————
Substandard——409169377
Doubtful————————
Total Consumer and Other$1,184$21,648$956$1,499$864$531$1,980$28,661
Consumer and Other:
Current-period charge-offs$—$11$21$5$—$9$—$46
Total Loans$416,151$405,003$289,971$468,576$444,579$876,451$392,196$3,292,925
Total Loans:
Current-period charge-offs$—$11$212$447$165$505$1,338$2,678

The risk category of loans at December 31, 2025, and year-to-date gross charge-offs as of September 30, 2025, by type and year of originations, was as follows:

Term Loans Amortized Cost Basis by Origination Year
Revolving
20252024202320222021PriorLoansTotal
Commercial & Agriculture
Pass$55,108$49,767$32,413$21,623$15,222$8,323$100,299$282,755
Special Mention686—3311,1422,426617,38112,027
Substandard5064,6771,2676198—5,32512,402
Doubtful——————1,5081,508
Total Commercial & Agriculture$56,300$54,444$34,011$23,384$17,656$8,384$114,513$308,692
Commercial & Agriculture:
Current-period gross charge-offs$—$—$541$128$15$—$—$684
Commercial Real Estate - Owner Occupied
Pass$41,259$32,982$41,997$55,380$54,209$120,299$6,347$352,473
Special Mention330—1,01014,2905,2751,5397522,519
Substandard——1,5142,930—4,6171,49410,555
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————14,59312,799—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 Mention13955——5512703501,365
Substandard——4331,5135343,0241,1346,638
Doubtful—1,020————5161,536
Total Residential Real Estate$98,165$146,207$126,454$116,418$92,114$164,263$200,707$944,328
Residential Real Estate:
Current-period gross charge-offs$—$—$—$40$39$51$—$130
Term Loans Amortized Cost Basis by Origination Year
Revolving
20252024202320222021PriorLoansTotal
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——450461—6791,0272,617
Substandard————22475—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 Mention1,7993,0352,34039———7,213
Substandard431,363235265———1,906
Doubtful————————
Total Lease Financing Receivables$9,473$11,759$9,867$3,497$486$21$—$35,103
Lease Financing Receivables:
Current-period charge-offs$—$—$110$435$—$1$—$546
Consumer and Other
Pass$24,261$3,717$2,428$1,416$662$404$1,504$34,392
Special Mention——————33
Substandard—9131614——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$5$4$6$—$20
Total Loans$412,783$375,715$556,337$539,662$334,879$678,617$372,053$3,270,046
Total Loans:
Current-period charge-offs$—$—$656$608$858$608$—$2,730

The following tables include an aging analysis of the recorded investment in past due loans outstanding as of September 30, 2026 and December 31, 2025.

September 30, 202630-59DaysPast Due60-89DaysPast Due90 Daysor GreaterPast DueTotal PastDueCurrentTotal LoansPast Due90 DaysandAccruing
Commercial & Agriculture$29$577$110$716$315,446$316,162$—
Commercial Real Estate:
Owner Occupied——459459387,487387,946—
Non-Owner Occupied368939,85710,3181,217,9141,228,232—
Residential Real Estate2,2813,1064,5059,892972,951982,843—
Real Estate Construction————280,900280,900—
Farm Real Estate————31,81531,815—
Lease Financing Receivables540686951,32135,04436,36595
Consumer and Other9483413628,52428,660—
Total$3,312$4,470$15,060$22,842$3,270,081$3,292,923$95
December 31, 202530-59DaysPast Due60-89DaysPast Due90 Daysor GreaterPast DueTotal PastDueCurrentTotal LoansPast Due90 DaysandAccruing
Commercial & Agriculture$382$239$141$762$307,930$308,692$—
Commercial Real Estate:
Owner Occupied179—6185385,362385,54723
Non-Owner Occupied8,332—1,1309,4621,229,5551,239,017—
Residential Real Estate5,9541,6292,3319,914934,414944,328104
Real Estate Construction————285,137285,137—
Farm Real Estate————37,77537,775—
Lease Financing Receivables1,3011,2404542,99532,10835,103335
Consumer and Other115374719934,24834,447—
Total$16,263$3,145$4,109$23,517$3,246,529$3,270,046$462

The following tables present loans on nonaccrual status as of September 30, 2026 and December 31, 2025.

September 30, 2026Nonaccrual loans with a related ACLNonaccrual loans without a related ACLTotal Nonaccrual loans
Commercial & Agriculture$675$5,867$6,542
Commercial Real Estate:
Owner Occupied4591,1991,658
Non-Owner Occupied9,91853510,453
Residential Real Estate6,9071,5578,464
Real Estate Construction———
Farm Real Estate343—343
Lease Financing Receivables21—21
Consumer and Other74—74
Total$18,397$9,158$27,555
December 31, 2025Nonaccrual loans with a related ACLNonaccrual loans without a related ACLTotal Nonaccrual loans
Commercial & Agriculture$6,312$4,042$10,354
Commercial Real Estate:
Owner Occupied532,7782,831
Non-Owner Occupied8,4696249,093
Residential Real Estate6,2021,5357,737
Real Estate Construction———
Farm Real Estate98377475
Lease Financing Receivables291—291
Consumer and Other53—53
Total$21,478$9,356$30,834

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 the Company 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. Payments received on nonaccrual loans are applied to the unpaid principal balance. A loan may be returned to accruing status only if one of two conditions are met: (1) the loan is well-secured and none of the principal and interest has been past due for a minimum of 90 days or (2) the principal and interest payments are reasonably assured and a sustained period of performance has occurred, generally six months.

Modifications to Borrowers Experiencing Financial Difficulty: Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the loan is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of amortized cost basis and a corresponding adjustment to the allowance for credit losses. In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, reduction of rate or payment deferral, may be granted. 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 three and nine months ended September 30, 2026. 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 presented below:

Loans Modifications Made to Borrowers Experiencing Financial Difficulty
(Dollars in Thousands)
Term Extension
Loan TypeAmortized Cost BasisPercent of total loans bycategory
Commercial & Agriculture$1,9490.62%
Commercial Real Estate:
Owner Occupied——
Non-Owner Occupied——
Residential Real Estate——
Real Estate Construction——
Farm Real Estate——
Lease Financing Receivables——
Consumer and Other——
Total Loan Modifications$1,949
Loans Modifications Made to Borrowers Experiencing Financial Difficulty
(Dollars in Thousands)
Term Extension
Loan TypeAmortized Cost BasisPercent of total loans bycategory
Commercial & Agriculture$1,9490.63%
Commercial Real Estate:
Owner Occupied——
Non-Owner Occupied——
Residential Real Estate——
Real Estate Construction——
Farm Real Estate——
Lease Financing Receivables4911.61%
Consumer and Other——
Total Loan Modifications$2,440

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 three and nine months ended September 30, 2025. 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 presented below:

Loans Modifications Made to Borrowers Experiencing Financial Difficulty
(Dollars in Thousands)
Term Extension
Loan TypeAmortized Cost BasisPercent of total loans bycategory
Commercial & Agriculture$780.02%
Commercial Real Estate:
Owner Occupied——
Non-Owner Occupied——
Residential Real Estate——
Real Estate Construction——
Farm Real Estate——
Leasing Financing Receivables——
Consumer and Other——
Total Loan Modifications$78
Loans Modifications Made to Borrowers Experiencing Financial Difficulty
(Dollars in Thousands)
Term Extension
Loan TypeAmortized Cost BasisPercent of total loans bycategory
Commercial & Agriculture$850.03%
Commercial Real Estate:
Owner Occupied——
Non-Owner Occupied——
Residential Real Estate——
Real Estate Construction——
Farm Real Estate——
Leasing Financing Receivables——
Consumer and Other——
Total Loan Modifications$85

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty as of September 30, 2026 and September 30, 2025.

September 30, 2026Term Extension
Loan TypeFinancial Effect
Commercial & Agriculture- 6 month term extension
Commercial Real Estate:
Owner Occupied
Non-Owner Occupied
Residential Real Estate
Real Estate Construction
Farm Real Estate
Lease Financing Receivables- 24 month term extension
Consumer and Other
September 30, 2025Term Extension
Loan TypeFinancial Effect
Commercial & Agriculture- 5 month term extension and 6 month term extension
Commercial Real Estate:
Owner Occupied
Non-Owner Occupied
Residential Real Estate
Real Estate Construction
Farm Real Estate
Consumer and Other

Upon the Company's determination that a modified loan (or a 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 modified loans that had a payment default during the three and nine months ended September 30, 2026 and September 30, 2025, and were modified during the twelve months prior to that default to borrowers experiencing financial difficulty.

The following tables present the payment status of the loans that were modified to borrowers experiencing financial difficulties in the last twelve months ended September 30, 2026 and September 30, 2025.

September 30, 202630-59DaysPast Due60-89DaysPast Due90 Daysor GreaterPast DueTotal PastDueCurrentNon-Accrual
Commercial & Agriculture$—$—$—$—$1,949$1,949
Commercial Real Estate:
Owner Occupied——————
Non-Owner Occupied——————
Residential Real Estate——————
Real Estate Construction——————
Farm Real Estate——————
Lease Financing Receivables————491—
Consumer and Other——————
Total$—$—$—$—$2,440$1,949
September 30, 202530-59DaysPast Due60-89DaysPast Due90 Daysor GreaterPast DueTotal PastDueCurrentNon-Accrual
Commercial & Agriculture$—$—$—$—$7,622$7,610
Commercial Real Estate:
Owner Occupied——————
Non-Owner Occupied——484484—484
Residential Real Estate——————
Real Estate Construction——————
Farm Real Estate——————
Lease Financing Receivables——————
Consumer and Other——————
Total$—$—$484$484$7,622$8,094

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 as of September 30, 2026 and December 31, 2025.

September 30, 2026 · Real Estate · Other · Allowance for Credit Losses
Commercial & Agriculture$—$1,056$-
Commercial Real Estate:
Owner Occupied1,199——
Non-Owner Occupied9,857—2,511
Residential Real Estate1,557——
Real Estate Construction———
Farm Real Estate———
Lease Financing Receivables———
Consumer and Other———
Total$12,613$1,056$2,511
December 31, 2025Real EstateOtherAllowance for Credit Losses
Commercial & Agriculture$—$2,687$248
Commercial Real Estate:
Owner Occupied2,778——
Non-Owner Occupied9,010—3,000
Residential Real Estate1,536——
Real Estate Construction———
Farm Real Estate377——
Lease Financing Receivables—119119
Consumer and Other———
Total$13,701$2,806$3,367

Collateral-dependent loans consist primarily of Residential Real Estate, Commercial Real Estate and Commercial & Agricultural loans. Individually evaluated loans are collateral-dependent 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. When a loan is deemed collateral-dependent, the level of credit loss is measured by the difference between the amortized cost of the loan and the fair value of collateral adjusted for estimated costs to sell. In the case of Commercial & 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 Held For Sale

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 September 30, 2026 and December 31, 2025, there wereno foreclosed assets included in other assets. As of September 30, 2026 and December 31, 2025, the Company had initiated formal foreclosure procedures on $2,729 and $1,128, 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, such as a loan commitment, credit line, letter of credit, or overdraft protection. 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 if funded.

The following table lists the allowance for credit losses on off-balance sheet credit exposures as of the three and nine months ended September 30, 2026 and September 30, 2025:

Three Months Ended · Nine Months Ended
September 30,September 30,
2026202520262025
Beginning of Period$3,8943,553$3,2363,380
Provision for (recovery of)472(178)1,130(5)
End of Period$4,366$3,375$4,3663,375

(6) Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in each component of accumulated other comprehensive income (loss), net of tax for the three and nine month periods ended September 30, 2026 and September 30, 2025.

For the Three-Month Period Ended · For the Three-Month Period Ended
September 30, 2026(a)September 30, 2025(a)
UnrealizedGains (Losses) onAvailable-for-SaleSecurities (a)DefinedBenefitPensionItems (a)Cashflow Hedge (a)Total (a)UnrealizedGains (Losses) onAvailable-for-SaleSecurities (a)DefinedBenefitPensionItems (a)Cashflow Hedge (a)Total (a)
Beginning balance$(35,207)$(4,735)$272$(39,670)$(49,726)$(4,294)$—$(54,020)
Other comprehensive gain (loss) before reclassifications(25,513)—(6)(25,519)9,500—529,552
Amounts reclassified from accumulated other comprehensive income (loss)1,241——1,241————
Ending balance$(59,479)$(4,735)$266$(63,948)$(40,226)$(4,294)$52$(44,468)

(a) Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

For the Nine-Month Period Ended · For the Nine-Month Period Ended
September 30, 2026(a)September 30, 2025(a)
UnrealizedGains and(Losses) onAvailable-for-SaleSecurities (a)DefinedBenefitPensionItems (a)Cashflow Hedge (a)Total (a)UnrealizedGains and(Losses) onAvailable-for-SaleSecurities (a)DefinedBenefitPensionItems (a)Cashflow Hedge (a)Total (a)
Beginning balance$(35,522)$(4,735)$(58)$(40,315)$(48,851)$(4,506)$—$(53,357)
Other comprehensive income (loss) before reclassifications(25,198)—324(24,874)8,625212528,889
Amounts reclassified from accumulated other comprehensive income (loss)1,241——1,241————
Ending balance$(59,479)$(4,735)$266$(63,948)$(40,226)$(4,294)$52$(44,468)

(a) Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

There wereno amounts reclassified out of any component of accumulated other comprehensive income (loss) for the three and nine month periods ended September 30, 2025.

(7) Goodwill and Intangible Assets

The carrying amount of goodwill was $130,438 at both September 30, 2026 and December 31, 2025.

Acquired intangible assets, other than goodwill, as of September 30, 2026 and December 31, 2025 were as follows:

September 30, 2026December 31, 2025
GrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount
Core deposit intangible assets:
Core deposit intangibles$19,643$11,293$8,35019,6439,226$10,417
Total core deposit intangible assets$19,643$11,293$8,350$19,643$9,226$10,417

Aggregate core deposit intangible amortization expense was $675 and $318 for the three months ended September 30, 2026 and 2025, respectively. Aggregate core deposit intangible amortization expense was $2,067 and $988 for the nine months ended September 30, 2026 and 2025, respectively.

Activity for mortgage servicing rights ("MSRs") for the three and nine months ended September 30, 2026 and September 30, 2025 was as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Mortgage Servicing Rights:
Balance at Beginning of Period$2,554$2,775$2,683$2,877
Additions12416689
Additions from acquisition————
Disposals————
Amortized to expense(84)(78)(267)(228)
Other charges————
Change in valuation allowance————
Balance at End of Period$2,482$2,738$2,482$2,738

There wasno valuation allowance for the three and nine months ended September 30, 2026 and September 30, 2025.

Estimated amortization expense for each of the next five years and thereafter is as follows:

MSRs · Core depositintangibles · Total
2026(1)$37$643$680
20271472,3952,542
20281421,9232,065
20291411,2181,359
20301409441,084
Thereafter1,8751,2273,102
$2,482$8,350$10,832

(1) 2026 includes three months of amortization expense for the period from October 1, 2026 through December 31, 2026.

(8) Short-Term and Other Borrowings

Short-term borrowings, which consist of federal funds purchased and short-term FHLB advances, are summarized as follows:

September 30, 2026December 31, 2025
Short-termBorrowingsShort-termBorrowings
Fed Funds Purchased$—$—
FHLB Advances:
Single maturity fixed rate advances$100,000$100,000
Interest rate on balance4.11%3.81%
Overnight advances$22,500$75,000
Interest rate on balance4.04%3.81%
Total Short-term FHLB Advances$122,500$175,000

The single maturity fixed rate advances consisted of one advance that matured on October 19, 2026. A new single maturity fixed rate advance was then purchased on October 19, 2026, at a rate of 4.16%, maturing on November 17, 2026.

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Short-termBorrowingsShort-termBorrowingsShort-termBorrowingsShort-termBorrowings
Maximum indebtedness$120,000$412,200$270,500$465,000
Rate3.73%4.44%3.70%4.44%
End of period balance$122,500$232,000$122,500$232,000
Rate4.10%4.20%4.10%4.20%
Average balance$127,500$272,985$127,915$346,737
Rate4.11%4.45%3.66%4.47%

Average balance during the period represents daily averages. Average rate paid represents interest expense divided by the related average balances.

The following table summarizes the Company's subordinated debentures at September 30, 2026 and December 31, 2025.

September 30, 2026December 31, 2025
SubordinatedDebenturesSubordinatedDebentures
Subordinated Debentures:
First Citizens Statutory Trust II$7,732$7,732
First Citizens Statutory Trust III12,88712,887
First Citizens Statutory Trust IV5,1555,155
Futura TPF Trust I2,5782,578
Futura TPF Trust II2,0701,997
Long-Term Subordinated Debentures, net of unamortized debt issuance costs73,93773,885
Total Subordinated Debentures$104,359$104,234

Other borrowings, which consist of secured borrowings from other institutions for the right to participate in the future payments of specific leases originated by the CLF division of Civista, totaled $2,640 and $4,090 at September 30, 2026 and December 31, 2025, respectively. The weighted average rate on these borrowings was 8.65% and 8.22% at September 30, 2026 and December 31, 2025, respectively. The weighted average life was 16 months and 23 months at September 30, 2026 and December 31, 2025, respectively.

(9) Earnings per Common Share

The Company has granted restricted stock awards with non-forfeitable rights (with respect to dividends), which are considered participating securities. Accordingly, earnings per common share are computed using the two-class method as required by ASC 260-10-45. Basic earnings per common share are computed as net income available to common shareholders divided by the weighted average number of common shares outstanding during the period, which excludes the participating securities. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the Company’s equity incentive plan, computed using the treasury stock method. The Company hadno dilutive securities for the three and nine months ended September 30, 2026 and September 30, 2025.

Three Months Ended · Nine Months Ended
September 30,September 30,
2026202520262025
Basic
Net income$16,019$12,760$45,323$33,943
Less allocation of earnings and dividends to participating securities6161144173
Net income available to common shareholders—basic$15,958$12,699$45,179$33,770
Weighted average common shares outstanding20,775,46718,767,30720,769,13216,605,546
Less average participating securities78,90391,74365,83885,141
Weighted average number of shares outstanding used in the calculation of basic earnings per common share20,696,56418,675,56420,703,29416,520,405
Earnings per common share:
Basic$0.77$0.68$2.18$2.04
Diluted0.770.682.182.04

(10) 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 customers’ financing needs. These are agreements to provide credit or to support the credit of others, as long as the conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of 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 commitment. The contractual amounts of financial instruments with off-balance-sheet risk were as follows at September 30, 2026 and December 31, 2025:

Contract Amount
September 30, 2026December 31, 2025
Fixed RateVariableRateFixed RateVariableRate
Commitment to extend credit:
Lines of credit and construction loans$50,179$742,584$34,580$652,725
Overdraft protection1047,0511051,961
Letters of credit0771682
Total$50,189$789,712$34,606$704,768

Commitments to make loans are generally made for a period ofone year or less. Fixed rate loan commitments included in the table above had interest rates ranging from 3.1% to 7.25% at September 30, 2026 and from 3.1% to 8.0% at December 31, 2025. Maturities extend up to 30 years.

(11) Pension Information

The Company sponsors a pension plan which is a noncontributory defined benefit retirement plan. 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 2014, the Company amended the pension plan again to provide thatno additional benefits would accrue beyond April 30, 2014.

Net periodic pension cost was as follows:

Three Months Ended · Nine Months Ended
September 30,September 30,
2026202520262025
Service cost$—$—$—$—
Interest cost9496281288
Expected return on plan assets(108)(116)(325)(348)
Other components————
Net periodic pension benefit$(14)$(20)$(44)$(60)

The Company doesnot expect to make any contribution to its pension plan in 2026. The Company madeno contribution to its pension plan in 2025.

(12) 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 Directors 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 329,487 shares available for grants under the 2024 Incentive Plan at September 30, 2026.

No options were granted under the 2024 Incentive Plan during the three and nine months ended September 30, 2026 and September 30, 2025.

In each of the past several years, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over athree-year orfive-year period following the grant date. Once an employee attains the stated retirement age of 62, any granted and/or unvested restricted shares becomes vested per the plan. 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 awarded 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.

The Company classifies share-based compensation for employees with “Compensation expense” in the Consolidated Statements of Operations.

The following is a summary of the Company’s outstanding restricted common shares and changes therein for the three and nine months ended September 30, 2026:

Three Months Ended · Nine Months Ended
September 30, 2026September 30, 2026
Number ofRestrictedSharesWeightedAverage GrantDate Fair ValueNumber ofRestrictedSharesWeightedAverage GrantDate Fair Value
Nonvested at beginning of period79,006$22.1290,155$19.72
Granted——51,37824.87
Vested(429)15.54(62,956)20.88
Forfeited————
Nonvested at end of period78,577$22.1578,577$22.15

The following is a summary of the status of the Company’s outstanding restricted common shares as of September 30, 2026:

At September 30, 2026
Date of AwardSharesRemaining ExpenseRemaining VestingPeriod (Years)
March 3, 20221,46790.25
March 14, 20234,373621.25
March 12, 202410,9311292.25
March 12, 20242,58690.25
September 9, 202442971.00
March 11, 202513,0022243.25
March 11, 20257,269961.25
March 13, 202615,3173284.50
March 13, 202623,2034422.50
78,5771,3062.67

The Company recorded $175 and $203 of share-based compensation expense during the three months ended September 30, 2026 and 2025, respectively, for restricted shares granted to employees under the Company's incentive plans. The Company recorded $1,058 and $755 of share-based compensation expense during the nine months ended September 30, 2026 and 2025, respectively, for restricted shares granted to employees under the Company's incentive plans. At September 30, 2026, the total compensation cost related to unvested awards not yet recognized was $1,306, which was expected to be recognized over the weighted average remaining life of the grants of 2.67 years.

During the second quarter of each year, directors of the Company's banking subsidiary, Civista, are paid a retainer in the form of non-restricted common shares of the Company. A total of 10,890 and 10,270 common shares were issued to Civista directors during the second quarters of 2026 and 2025, respectively, as payment of their service on the Civista Board of Directors. The issuances were expensed in their entirety when the shares were issued in the amounts of $270 and $200, respectively.

(13) Fair Value Measurement

The Company uses a fair value hierarchy to measure fair value. This hierarchy describes three levels of inputs that may be used to measure fair value: 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; and 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).

Mortgage banking derivative: Residential mortgage loans with locked interest rates to be sold in the secondary market and forward commitments for the future delivery of mortgage loans to third-party investors and forward mortgage-backed securities contracts are considered derivatives. Fair values are estimated based on observable changes in the mortgage interest rates from the date of the commitment and do not typically involve significant judgments by management (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 70% to account for other factors that may impact the value of collateral.

Assets and liabilities measured at fair value are summarized in the tables below.

Fair Value Measurements at September 30, 2026 Using:
(Level 1)(Level 2)(Level 3)
Assets measured at fair value on a recurring basis:
Securities available-for-sale
U.S. Treasury securities$17,528$—$—
Obligations of U.S. Government agencies—19,401—
Obligations of states and political subdivisions—287,546—
Mortgage-backed securities in government sponsored entities—312,777—
Total securities available-for-sale17,528619,724—
Equity securities—2,965—
Swap asset—1,863—
Mortgage banking derivative asset—257—
Liabilities measured at fair value on a recurring basis:
Swap liability$—$10,544$—
Mortgage banking derivative liability$—$39$—
Assets measured at fair value on a nonrecurring basis:
Collateral-dependent loans$—$—$11,158
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$33,902$—$—
Obligations of U.S. Government agencies—27,115—
Obligations of states and political subdivisions—324,798—
Mortgage-backed securities in government sponsored entities—296,093—
Total securities available-for-sale33,902648,006—
Equity securities—2,692—
Swap asset—3,494—
Liabilities measured at fair value on a recurring basis:
Swap liability$—$5,748$—
Assets measured at fair value on a nonrecurring basis:
Collateral-dependent loans$—$—$13,140

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 September 30, 2026 and December 31, 2025.

Quantitative Information about Level 3 Fair Value Measurements
September 30, 2026Fair ValueValuation TechniqueUnobservable InputRangeWeighted Average
Collateral-dependent loans$11,158Appraisals which utilize sales comparison, net income and cost approachDiscounts for collection issues and changes in market conditions10 - 61%44%
Quantitative Information about Level 3 Fair Value Measurements
December 31, 2025Fair ValueValuation TechniqueUnobservable InputRangeWeighted Average
Collateral-dependent loans$13,140Appraisals which utilize sales comparison, net income and cost approachDiscounts for collection issues and changes in market conditions10 - 61%42%

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 amounts of cash and cash equivalents, accrued interest receivable, short-term FHLB advances and accrued interest payable, as a result of their short-term nature, are 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 and 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 loans and leases are classified as Level 3 within the valuation hierarchy.

The fair values of nonmaturing deposits, which consist of non-interest bearing deposits, savings, NOW, and money market accounts, are considered equal to the amount payable on demand at the reporting date (i.e., carrying value) and are classified as Level 1. Fair values of time deposits 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 and other borrowings are valued based on a discounted cash flow analysis, using interest rates currently being quoted for instruments of 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:

September 30, 2026CarryingAmountTotalFair ValueLevel 1Level 2Level 3
Financial Assets:
Cash and due from financial institutions$67,710$67,710$67,710$—$—
Investments in time deposits3,1653,165—3,165—
Other securities26,82926,829—26,829—
Loans, held for sale3,5483,548—3,548—
Loans and leases, net of allowance3,250,5263,125,081——3,125,081
Accrued interest receivable14,70414,70414,704——
Financial Liabilities:
Nonmaturing deposits2,390,7992,390,7992,390,799——
Time deposits1,086,8801,089,054——1,089,054
Short-term FHLB advances122,500122,500122,500——
Long-term FHLB advances466453——453
Subordinated debentures104,359102,239——102,239
Other borrowings2,6402,640——2,640
Accrued interest payable5,0215,0215,021——
December 31, 2025CarryingAmountTotalFair ValueLevel 1Level 2Level 3
Financial Assets:
Cash and due from financial institutions$77,320$77,320$77,320$—$—
Investments in time deposits1,1651,165—1,165—
Other securities25,94225,942—25,942—
Loans, held for sale7,1807,180—7,180—
Loans and leases, net of allowance3,228,0263,134,413——3,134,413
Accrued interest receivable14,43614,43614,436——
Financial Liabilities:
Nonmaturing deposits2,339,1702,339,1702,339,170——
Time deposits1,127,2941,129,549——1,129,549
Short-term FHLB advances175,000175,000175,000——
Long-term FHLB advances855838——838
Subordinated debentures104,234102,843——102,843
Other borrowings4,0904,090——4,090
Accrued interest payable5,3935,3935,393——

(14) Derivatives

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 values 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 Hedges

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 $100,000 as of September 30, 2026 was designated as a cash flow hedge to manage 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 $339 and is recorded in Swap assets on the Consolidated Balance Sheets at September 30, 2026, with changes recorded in Other comprehensive income (loss). Amounts reported in Accumulated other comprehensive income (loss) 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):

September 30, 2026December 31 2025
Notional amount Cash Flow Hedge$100,000$100,000
Weighted average fixed pay rates3.408%3.408%
Weighted average variable SOFR receive rates3.91%3.69%
Weighted average remaining maturity (in years)0.41.2
Fair Value$339$(74)

Interest Rate Swaps Not Designated as 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 Consolidated Balance Sheets 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 $9,020 and $2,180 as of September 30, 2026 and December 31, 2025, respectively.

The following table reflects the interest rate swap derivative instruments not designated as hedging instruments recorded on the Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025:

September 30, 2026 · December 31, 2025
NotionalAmount · Fair Value · NotionalAmount · Fair Value
Included in Swap assets:
Interest rate swaps with loan customers in an asset position$20,185$83$114,463$2,792
Counterparty positions with financial institutions in an asset position224,98510,461244,4952,882
Total before netting adjustments10,5445,674
Netting adjustments - cash collateral posted by counterparties*(9,020)(2,180)
Total Swap assets$1,524$3,494
Included in Swap liabilities:
Interest rate swaps with loan customers in a liability position$204,800$10,544$130,032$5,674
Counterparty positions with financial institutions in a liability position————
Total before netting adjustments10,5445,674
Netting adjustments - cash collateral posted to counterparties**——
Total Swap liabilities$10,544$5,674
*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$224,985$244,495
Gross notional positions with financial institution counterparties$224,985$244,495

The Company monitors and controls these derivative products with a comprehensive Board of Director approved commercial loan swap policy. Transactions must be approved in advance by the Lenders Loan Committee or the Board of Directors. The Company classifies changes in fair value of derivative instruments not designated as hedging instruments in Other noninterest income in the Consolidated Statements of Operations. There wasno gain or loss recognized on derivative instruments not designated as hedging instruments for the period ended September 30, 2026 or the period ended September 30, 2025.

At September 30, 2026 and December 31, 2025, the Company didnot have any cash or securities pledged for collateral on its interest rate swaps with third party financial institutions. Cash pledged for collateral on interest rate swaps is classified as restricted cash on the Consolidated Balance Sheets.

Mortgage Banking Derivatives

Priorto the third quarter of 2026, the Company only sold mortgage loans with best efforts commitments. During the third quarter of 2026, the Company expanded its mortgage banking operations to include the sale of mortgage loans with mandatory delivery commitments. The Company grants mortgage loan interest rate lock commitments to borrowers, subject to normal loan underwriting standards. The interest rate risk associated with these loan interest rate lock commitments is managed with contracts for future deliveries ofloans as well as selling forward mortgage-backed securities contracts. Loan interest rate lock commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The notional amount of these commitments at September 30, 2026 was $21,333. Commitments to originate residential mortgage loans held-for-sale and forward commitments to sell residential mortgage loans are considered derivative instruments not designated as hedging instruments. Mortgage banking derivatives are recorded at fair value and recorded in other assets on the Consolidated Balance Sheets. Fair values are estimated based on observable changes in mortgage interest rates from the date of the commitment. Changes in the fair value are recognized directly in earnings and recorded in mortgage banking in the consolidated statements of operations.

(15) Qualified Affordable Housing Project Investments

The Company invests in certain qualified affordable housing projects. At September 30, 2026 and December 31, 2025, the balance of the Company's investments in qualified affordable housing projects was $17,247 and $16,386, 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 $5,314 and $5,113 at September 30, 2026 and December 31, 2025, respectively. These balances are reflected in the Accrued expenses and other liabilities line on the Consolidated Balance Sheets.

During the three months ended September 30, 2026 and 2025, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $396 and $374, respectively, offset bytax credits and other benefits from itsinvestments in affordable housing tax credits of $456 and $416, respectively. During the nine months ended September 30, 2026 and 2025, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $1,139 and $1,090, respectively, offset bytax credits and other benefits from itsinvestments in affordable housing tax credits of $1,369 and $1,248, respectively. During the three and nine months ended September 30, 2026 and 2025, the Company didnot incur any impairment losses related to its investments in qualified affordable housing projects.

(16) 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 ASC 606 and accounted for under other 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 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

ATM and Interchange Fees 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 ATM and Interchange Fees 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.

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 three and nine months ended September 30, 2026 and 2025.

Three Months Ended · Nine Months Ended
September 30,September 30,
2026202520262025
Noninterest Income
In-scope of Topic 606:
Service charges$1,835$1,667$5,438$4,756
ATM/Interchange fees1,5531,4354,4944,179
Wealth management fees1,4581,4024,3504,067
Other7551,6771,7963,053
Noninterest Income (in-scope of Topic 606)5,6016,18116,07816,055
Noninterest Income (out-of-scope of Topic 606)4,0503,45212,0118,027
Total Noninterest Income$9,651$9,633$28,089$24,082

(17) 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 were as follows as of September 30, 2026 and December 31, 2025:

Classification on the Consolidated Balance SheetSeptember 30, 2026December 31, 2025
Assets:
Operating leaseOther assets$2,341$2,387
Liabilities:
Operating leaseAccrued expenses and other liabilities$2,341$2,387

The cost components of our operating leases were as follows for the three and nine months ended September 30, 2026 and September 30, 2025:

Three Months Ended
September 30,
20262025
Lease cost
Operating lease cost$200$198
Short-term lease cost1211
Sublease income(5)(7)
Total lease cost$207$202
Nine Months Ended
September 30,
20262025
Lease cost
Operating lease cost$608$615
Short-term lease cost3635
Sublease income(14)(17)
Total lease cost$630$633

Maturities of our lease liabilities for all operating leases for each of the next five years and thereafter is as follows:

2026 (1)$203
2027798
2028642
2029455
2030139
Thereafter322
Total lease payments$2,559
Less: Imputed Interest218
Present value of lease liabilities$2,341

(1)2026 includes lease payments from October 1, 2026 through December 31, 2026.

The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2026:

Weighted-average remaining lease term-operating leases (years)3.01
Weighted-average discount rate-operating leases3.88%

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 Consolidated Balance Sheets 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 Consolidated Balance Sheets 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.

(18) 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 assessment of 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.

NOTE 19 - ACQUISITIONS

At the close of business on November 6, 2025 ("Acquisition Date"), the Company completed its 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 acquisition 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 cost synergies, enhanced market presence, and future growth opportunities. The goodwill recognized is not deductible for federal income tax purposes but is 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 $110,151 at the Acquisition Date. Based on a third-party valuation, the loans were recorded at an estimated fair value of $104,200, which reflects credit, interest rate, liquidity, and other market-based valuation factors. The difference between the unpaid principal balance and fair value of approximately $5,971 is primarily the non-credit purchase discount of $4,011 that will be accreted into interest income over the average life of the portfolio using the level yield method and the $1,960 addition to the ACL related to the acquired FSB loan portfolio. The amount of accretion recognized from the FSB acquisition life-to-date was $1,668 as of September 30, 2026, representing $411 in the third quarter of 2026, $444 in the second quarter of 2026, $477 in the first quarter of 2026, and $336 in the fourth quarter of 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 $1,960 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 are estimated as part of the total loan portfolio and will be recognized through the provision for credit losses in the Company's Consolidated Statements of Operations.

Core deposit intangibles are 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 September 30, 2026 was $5,554. The amount of amortization expense recognized on the FSB core deposit intangibles life-to-date was $1,422 as of September 30, 2026, representing $388 in the third quarter of 2026, $388 in the second quarter of 2026, $388 in the first quarter of 2026, and $258 in the fourth quarter of 2025.

As of September 30, 2026, the estimated future amortization expense for the core deposit intangible was as follows:

Core deposit intangibles
2026 (1)$355
20271,324
20281,130
2029936
2030743
Thereafter1,066
$5,554

(1)2026 includes three months of amortization expense for the period from October 1, 2026 through December 31, 2026.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Acquisition Date 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, net104,200
Other securities259
Premises and equipment1,993
Accrued interest receivable440
Core deposit intangible6,975
Deferred taxes(514)
Other assets392
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, were completed in the first quarter of 2026. The Company has incurred $4,500 in acquisition related expenses life-to-date as of September 30, 2026, with $4,100 being expensed in 2025 and $400 in 2026, that are included in Other operating expenses in the Consolidated Statements of Operations.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.