Civista Bancshares, Inc. · NASDAQ:CIVB
Civista Bancshares — IPO Roadshow (July 2025)
23 slides from Civista Bancshares's IPO roadshow presentation, Jul 10, 2025
Slide 1: Opportunistic Follow-On Offering & Acquisition of The Farmers Savings Bank
Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 10, 2025 Relating to Preliminary Prospectus Supplement dated July 10, 2025 And Prospectus dated October 9, 2024 Registration No. 333-282560 Opportunistic Follow-On Offering & Acquisition of The Farmers Savings Bank July 10, 2025 NA
Slide 2: Legal Disclaimers
Legal Disclaimers Forward-Looking Statements. This presentation may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements e
Slide 3: Overview of the Transactions
Overview of the Transactions Strategic Acquisition of Farmers Savings Bank Follow-On Offering Ø Strengthens presence in Cleveland MSA (Medina and Lorain) counties, Ø $70 million common stock base deal enhancing competitive advantage and allowing for greater customer Ø Supports organic growth opportu
Slide 4: Acquisition of Farmers Savings Bank
Acquisition of Farmers Savings Bank 4
Slide 5: Transaction Rationale
Transaction Rationale Ø Adds two branches in Northeast Ohio and $183 million in low-cost core deposits Accelerates Ø Farmers’ 46% loan-to-deposit ratio and $161 million securities portfolio provide ample Presence & Growth in liquidity for Civista to fund its loan growth throughout its franchise Nort
Slide 6: Meets CIVB's M&A Target Criteria
Meets CIVB’s M&A Target Criteria Community banks positioned in Ohio or contiguous states Banks with assets between ~$300 million and ~$1.5 billion Low loan to deposit ratio Reasonable cost of deposits Accretive to earnings per share Allow Civista to maintain strong capital levels Acceptable tangible
Slide 7: Overview of Farmers Savings Bank
Overview of Farmers Savings Bank Pro Forma Branch Footprint Company Highlights Ø Headquartered in Spencer, Ohio, approximately 45 Farmers (2) CIVB (42) miles southeast of downtown Sandusky, Ohio and 50 miles from Cleveland, Ohio Ø Incorporated in 1925, has deep roots in the Spencer community, evolvi
Slide 8: Logical, Low-Risk Expansion
Logical, Low-Risk Expansion Acquired Balance Sheet Provides Significant Liquidity Experienced Acquirer in an Uncertain Rate Scenario Announcement Target Assets at Target Assets as Target Date Annc. ($MM) % of Civista CIVB & Farmers Loan-to-Deposit Ratio 2021 – 2025 YTD 9/11/2014 $105 9% 3/12/2018 $5
Slide 9: Pro Forma Loan Composition
Pro Forma Loan Composition Dollar values in thousands as of March 31, 2025 Dollar values in thousands as of March 31, 2025 Dollar values in thousands as of March 31, 2025 CIVB Farmers Pro Forma¹ Loan Type Balance % Total Loan Type Balance % Total Loan Type Balance % Total 1-4 Family $777,674 25.0% 1
Slide 10: Pro Forma Deposit Composition
Pro Forma Deposit Composition Dollar values in thousands as of March 31, 2025 Dollar values in thousands as of March 31, 2025 Dollar values in thousands as of March 31, 2025 CIVB Farmers Pro Forma¹ Deposit Type Balance % Total Deposit Type Balance % Total Deposit Type Balance % Total NIB $660,416 20
Slide 11: Transaction Summary
Transaction Summary 1 2 Ø $70.4 million in aggregate consideration Transaction 1 Ø Consideration mix: ~50% cash / ~50% stock Consideration Ø Fixed exchange ratio for stock portion of consideration, fixed cash per share for cash portion of consideration 1 Ø 138% of Farmers’ Price / Tangible Book Valu
Slide 12: Follow-on Offering
Follow-on Offering 12
Slide 13: Terms of the Proposed Offering
Terms of the Proposed Offering Civista Bancshares, Inc. (NASDAQ: CIVB) Issuer Common Stock Security $70 million Base Offering Size Follow-on, 100% Primary Shares Offering Type 15% Overallotment Option 90 Days Lockup Period After Market Close on July 10, 2025 Anticipated Pricing General corporate pur
Slide 14: Corporate Overview
Corporate Overview Ø Bank founded in 1884 and headquartered in Sandusky, Ohio th Ø 10 Largest Publicly Traded Commercial Bank Headquartered in Ohio Ø Community Banking Focused Operations in 17 counties across Ohio, Indiana and Kentucky – 40 Branches – Two Loan Production Offices – Operations in the
Slide 15: Experienced Management Team
Experienced Management Team Richard J. Dutton Charles A. Parcher Dennis G. Shaffer Senior Vice President Executive Vice President Chief Executive Officer Chief Operating Officer Chief Lending Officer and President 39 years in banking 37 years in banking 40 years in banking Joined in 2006 Joined in 2
Slide 16: Financial Trends
Financial Trends Ø Expanded commercial loan growth in Columbus, Cleveland, Akron and Dayton markets – Since year-end 2019, loan portfolios in these markets have increased from $1.3 billion to $2.3 billion as of March 31, 2025 Ø Maintains a low cost, locally generated deposit base, primarily in rural
Slide 17: Peer Comparison
Peer Comparison Net Interest Margin (%) Better than peer top quartile Yield on Loans (%) Total Cost of Deposits (%) Better than peer top quartile Better than peer median Note: S&P Capital IQ Peer data as of 3/31/2025 or the latest available date; Comparable peers include public banks $2-$6B in total
Slide 18: Loans and Leasing
Loans and Leasing Loan Mix CRE Non-Owner Concentrations ($ in millions) ($ in millions) Total Non- Total Gross Owner Office: $212.8 million, Loans: 23.4% of Total $3.1 billion Non-Owner CRE CRE Non-Owner Office Details Civista Leasing and Equipment Financing ($ in millions) ($ in millions) Total: $2
Slide 19: 10-Year History of Civista
10-Year History of Civista Acquisition: Ø Civista has a history of steady organic growth Terminated tax refund processing: supplemented with opportunistic acquisitions Acquisition: January 2024 Announced supporting consistent dividend increases July 2025 Organic Assets ($B) $285M in Assets Closed Ju
Slide 20: Why Invest in Civista?
Why Invest in Civista? Ø 141-year-old community bank franchise with a proven operating model in rural and growth markets – Since 2019, Civista has increased total deposits by $1.6 billion or 66% (75% of which was organic) and total loans by $1.4 billion or 82% (83% of which was organic) – Civista ge
Slide 21: Well Positioned Post-Acquisition
Well Positioned Post-Acquisition CIVB Stand-Alone as of March 31, 2025 CIVB Combined with Farmers Savings Bank at Closing¹ CIVB Combined with Farmers Savings Bank and Adjusted for $70 Million Common Stock Issuance at Closing¹ 1) Reflects bank level Call Report financial data 21 2) Assumes a transact
Slide 22: Q2 Snapshot
Q2 Snapshot Balance Sheet & Asset Quality Highlights 2025 Q2 Income Statement Highlights GAAP Core¹ ($ in thousands) May 31, 2025 March 31, 2025 Balance Sheet Highlights Net Interest Margin Total assets $4,173,228 $4,146,717 Securities available-for-sale, at fair value 642,029 646,145 3.45% – 3.51%
Slide 23: Non-GAAP Reconciliation
Non-GAAP Reconciliation ($s in thousands, except per share data) As of and for the Years Ended Decemeber 31, 2020 2021 2022 2023 2024 1Q2025 Tangible Common Equity Total Shareholder's Equity - GAAP $350,108 $355,212 $334,835 $372,002 $388,502 $397,434 Less: Goodwill and intangible assets 84,926 84,4