Civista Bancshares, Inc. · NASDAQ:CIVB
Civista Bancshares — Merger or Acquisition (July 2025)
23 slides from Civista Bancshares's merger presentation, Jul 11, 2025
Slide 1: Opportunistic Follow-On Offering & Acquisition of The Farmers Savings Bank
NASDAQ: CIVB Opportunistic Follow-On Offering & Acquisition of The Farmers Savings Bank July 10, 2025 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.
Slide 2: Legal Disclaimers
2 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
Slide 3: Overview of the Transactions
3 Overview of the Transactions Source: Company Management, S&P Capital IQ Pro Non-GAAP financial metric. Please refer to “Non-GAAP Reconciliation” page Assumes common equity raise base offering with gross proceeds of $70 million Reflects bank level Call Report financial data Strategic Acquisition of
Slide 4: Acquisition of Farmers Savings Bank
4 Acquisition of Farmers Savings Bank
Slide 5: Transaction Rationale
5 Transaction Rationale 1) 4/1/2015 through 3/31/2025 Accelerates Presence & Growth in Northeast Ohio Adds two branches in Northeast Ohio and $183 million in low-cost core deposits Farmers’ 46% loan-to-deposit ratio and $161 million securities portfolio provide ample liquidity for Civista to fund it
Slide 6: Meets CIVB's M&A Target Criteria
6 Meets CIVB’s M&A Target Criteria Community banks positioned in Ohio or contiguous states Banks with assets between ~$300 million and ~$1.5 billion Low loan to deposit ratio Reasonable cost of deposits Accretive to earnings per share Allow Civista to maintain strong capital levels Acceptable tangib
Slide 7: Overview of Farmers Savings Bank
7 Overview of Farmers Savings Bank Source: S&P Capital IQ Pro Pro Forma Branch Footprint Company Highlights Headquartered in Spencer, Ohio, approximately 45 miles southeast of downtown Sandusky, Ohio and 50 miles from Cleveland, Ohio Incorporated in 1925, has deep roots in the Spencer community, evo
Slide 8: Logical, Low-Risk Expansion
8 Logical, Low-Risk Expansion 1) Branches shown pro forma for pending acquisition of Farmers Savings Bank Source: S&P Capital IQ Pro Experienced Acquirer Target Announcement Date Target Assets at Annc. ($MM) Target Assets as % of Civista 9/11/2014 $105 9% 3/12/2018 $546 36% 1/10/2022 $329 11% 7/10/2
Slide 9: Pro Forma Loan Composition
9 Pro Forma Loan Composition 1) Pro forma loan composition does not reflect purchase accounting or other adjustments Note: Loan composition and totals reflect bank level call report data; Loan yields reflect consolidated financial data; Totals may not sum due to rounding Source: S&P Capital IQ Pro D
Slide 10: Pro Forma Deposit Composition
10 Pro Forma Deposit Composition 1) Pro forma deposit composition does not reflect purchase accounting or other adjustments Note: Deposit composition and totals reflect bank level call report data; Deposit costs reflect consolidated financial data; Totals may not sum due to rounding; Jumbo time depo
Slide 11: Transaction Summary
11 Transaction Summary 1) 2) Based on CIVB common stock closing price of $24.72 as of 7/9/2025. Based on Farmers’ 500 common shares outstanding. 3) 4) Core deposits defined as total deposits less time deposits over $250k. Per section 1.5 in the agreement and plan of merger Transaction Consideration
Slide 12: Follow-on Offering
12 Follow-on Offering
Slide 13: Terms of the Proposed Offering
13 Terms of the Proposed Offering Civista Bancshares, Inc. (NASDAQ: CIVB) Common Stock $70 million Follow-on, 100% Primary Shares 15% 90 Days After Market Close on July 10, 2025 General corporate purposes including supporting organic growth opportunities and future strategic transactions Issuer Secu
Slide 14: Corporate Overview
14 Corporate Overview Bank founded in 1884 and headquartered in Sandusky, Ohio 10th Largest Publicly Traded Commercial Bank Headquartered in Ohio Community Banking Focused Operations in 17 counties across Ohio, Indiana and Kentucky 40 Branches Two Loan Production Offices Operations in the five large
Slide 15: Experienced Management Team
15 Experienced Management Team Source: Company Website Dennis G. Shaffer Chief Executive Officer and President 40 years in banking Joined in 2009 Charles A. Parcher Executive Vice President Chief Lending Officer 37 years in banking Joined in 2016 Richard J. Dutton Senior Vice President Chief Operati
Slide 16: Financial Trends
16 Financial Trends 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 Maintains a low cost, locally generated deposit base, primarily in rural
Slide 17: Peer Comparison
3.65% 3.70% 3.21% 3.35% 3.30% 3.51% 3.39% 3.12% 3.13% 3.51% 3.69% 3.51% 3.28% 3.29% 17 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 assets in Ohio and contiguous states. Source: S&P Capital IQ Pro 4.64% 4.37% 4.35%
Slide 18: Loans and Leasing
18 Loans and Leasing Note: As of 3/31/2025; Totals may not sum due to rounding Lease Financing Revievable, $44.6, 1.4% Real Estate Construction, $297.6, 9.6% Farm Real Estate, $22.4, 0.7% Residential Real Estate, $773.3, 24.9% Multi-Family, $333.2, 10.7% CRE Owner Occupied, $378.1, 12.2% CRE Non-Own
Slide 19: 10-Year History of Civista
19 10-Year History of Civista Source: S&P Capital IQ Pro 1.2 1.2 1.2 1.3 1.3 1.3 1.4 1.4 1.4 1.5 1.4 1.4 1.5 1.6 1.5 1.6 1.7 1.9 2.2 2.2 2.1 2.4 2.3 2.3 2.4 2.5 2.4 2.6 2.7 2.7 2.7 2.8 2.9 2.9 3.0 3.1 3.1 3.2 0.1 0.1 0.1 0.1 1.4 1.3 0.1 0.1 0.1 0.1 0.1 0.1 1.5 0.1 0.1 0.1 0.1 0.7 0.7 0.7 0.7 0.7 0.7
Slide 20: Why Invest in Civista?
20 Why Invest in Civista? 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 gener
Slide 21: Well Positioned Post-Acquisition
21 Well Positioned Post-Acquisition 6.6% 8.7% 10.0% 14.5% 7.0% 9.0% 10.7% 15.0% 8.4% 10.4% 12.6% 362% 340% 297% 17.0% TCE / TA Leverage Ratio CET1 Ratio Total Capital Ratio Regulatory CRE Concentration² 1) 2) Reflects bank level Call Report financial data Assumes a transaction closing date of 12/31/
Slide 22: Q2 Snapshot
22 Q2 Snapshot 1) Our net income for the quarter ended June 30, 2025 was positively impacted by non-recurring adjustments to our loan valuation resulting from a core system conversion during the second quarter, which positively impacted net income for the quarter ended June 30, 2025 by approximately
Slide 23: Non-GAAP Reconciliation
23 Non-GAAP Reconciliation As of and for the Years Ended Decemeber 31, 2020 2021 2022 2023 2024 1Q2025 Tangible Common Equity Total Shareholder's Equity - GAAP Less: Goodwill and intangible assets Tangible Common Equity Total Shares Outstanding Tangible book value per share Tangible Assets Total Ass
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