シビスタバンクシェアーズの適時開示・決算・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): January 28, 2026

     

Civista Bancshares, Inc.

(Exact name of Registrant as Specified in Its Charter)


Ohio	001-36192	34-1558688
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 East Water Street
Sandusky, Ohio		44870
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: (419) 625 - 4121

     

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, no par value	CIVB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On January 29, 2026, Civista Bancshares, Inc. announced preliminary unaudited earnings for the three and twelve-month periods ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 Press release of Civista Bancshares, Inc. reporting financial results and earnings for the three and twelve-month periods ended December 31, 2025

Exhibit 104 Cover Page Interactive File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Civista Bancshares, Inc.

Date:	January 29, 2026	By:	/s/ Ian Whinnem
			Ian Whinnem, Senior Vice President & Chief Financial Officer

EX-99.1 2 civb-ex99_1.htm EX-99.1 EX-99.1

EXHIBIT 99.1

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

Sandusky, Ohio, January 29, 2026 /PRNewswire/– Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) today reported net income of $12.3 million, or $0.61 per common share, for the quarter ended December 31, 2025, and net income of $46.2 million or $2.64 per common share for the year ended December 31, 2025.

•

Completed the closing of the acquisition of The Farmers Savings Bank ("FSB"), which added approximately $268.1 million of assets, $106.2 million of loans and leases, and $236.1 million of deposits. FSB integration is proceeding as planned, with the core conversion scheduled for February 2026.

•

Net income, for the fourth-quarter of 2025 of $12.3 million, a $2.4 million or 24% increase compared to $9.9 million for the fourth-quarter 2024, and $12.8 million for the third-quarter of 2025.

•

Full-Year net income of $46.2 million, a $14.5 million or 46% increase compared to $31.7 million for the full-year 2024.

•

Diluted earnings per common share of $0.61, for the fourth quarter of 2025, compared to $0.63 per diluted share, for the fourth quarter of 2024, and $0.68 per diluted share in the third quarter of 2025.

•

Diluted earnings per common share of $2.64, for the full-year 2025, a $0.63 increase or 31% compared to $2.01 diluted earnings per common share for the full-year 2024.

•

The fourth-quarter of 2025 included non-recurring adjustments related to the merger of FSB that negatively impacted net income by approximately $3.4 million on a pre-tax basis, $2.9 million on an after-tax basis, and $0.14 per common share.

•

The twelve months ended December 31, 2025 included non-recurring adjustments related to the FSB merger as well as the Civista Leasing & Finance Division core system conversion, which negatively impacted net income by approximately $3.2 million on a pre-tax basis, $2.7 million on an after-tax basis, and $0.15 per common share.

•

Efficiency ratio of 57.7%, compared to 68.3% for the fourth quarter of 2024 and 61.4% in the third quarter of 2025, decreasing for the 6th consecutive quarter.

•

Cost of funds of 208 basis points for the fourth quarter of 2025, 34 basis points lower than the 242 basis points cost of funds for the fourth quarter of 2024, and 19 basis points lower than the 227 basis points in third quarter 2025.

•

7.9% deposit growth since December 31, 2024, including impact of the FSB mid-year acquisition.

•

6.1% loan and lease balance growth since December 31, 2024, including impact of the FSB mid-year acquisition.

CEO Commentary:

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

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

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

Results of Operations:

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

Fourth-Quarter 2025 Highlights

•

Completed the closing of the acquisition of FSB, which added approximately $268.1 million of assets, $106.2 million of loans and leases, and $236.1 million of deposits. FSB integration proceeding as planned, with the core conversion scheduled for February 2026.

•

Net income of $12.3 million, a $2.4 million or 24% increase compared to $9.9 million for the fourth quarter 2024, and $12.8 million for the third quarter of 2025.

•

The fourth-quarter of 2025 included non-recurring expenses related to the merger of FSB that negatively impacted net income by approximately $3.4 million on a pre-tax basis, $2.9 million on an after-tax basis, and $0.14 per common share.

•

Net interest margin (tax equivalent) of 3.69%for the fourth quarter of 2025, compared to 3.36% for the fourth quarter of 2024.

•

Net interest income of $36.5 million, up $5.1 million or 16.3% compared to the fourth quarter of 2024.

•

Cost of deposits of 192 basis points for the fourth-quarter of 2025, up 8 basis points compared to the third-quarter of 2025, but 28 basis points lower than the 220 basis points in the fourth-quarter of 2024.

•

Cost of funds of 208 basis points for the fourth-quarter of 2025, down 19 basis points from the 227 basis points in the third-quarter of 2025, and 34 basis points lower than the 242 basis points cost of funds in the fourth-quarter of 2024.

•

Efficiency ratio of 57.7%, compared to 68.3% for the fourth quarter of 2024 and 61.4% for the third quarter of 2025.

•

Return on Assets of 1.15%, compared to 0.97% for the fourth quarter of 2024.

•

Return on Equity of 9.26%, compared to 10.05% for the fourth quarter of 2024.

•

Allowance for credit losses on loans / total loans of 1.28%.

•

Based on the December 31, 2025, market close share price of $22.22, the $0.17 fourth quarter dividend is equivalent to an annualized yield of 3.06% and a dividend payout ratio of 27.97%.

The Farmers Savings Bank Acquisition

At the close of business on November 6, 2025, Civista closed the previously announced acquisition of FSB. The acquisition added approximately $268.1 million of total assets, $106.2 million of total loans and leases, $236.1 million of total deposits, and 2 branches. The results of the fourth quarter of 2025 reflect inclusion of FSB since November 7, 2025.

Immediately following completion of the acquisition, FSB was merged into Civista Bank. In addition, the management and organization structure was updated to reflect the combined organization. On-boarding of former FSB colleagues and their initial training remain ongoing. Certain Civista's products and services are being introduced across the legacy FSB customer base, and customer-facing colleagues are focused on both growing and retaining customers. Technology conversions have commenced and are scheduled to be substantially complete by the middle of the 2026 first-quarter.

Assets

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

•

Total assets, including loans and leases, were impacted by the mid-quarter FSB acquisition.

•

Loan and lease balances increased $174.1 million, or 5.6% since September 30, 2025, and up $188.8 million, or 6.1% since December 31, 2024.

•

Residential Real Estate has continued to grow primarily due to more home loans as we meet the demand for housing by our customers and communities.

Deposits & Borrowings

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

•

Total deposits, including FHLB short-term advances, were impacted by the mid-quarter FSB acquisition.

•

Noninterest-bearing demand deposits increased $6.9 million from December 31, 2024, primarily due to a $13.2 million increase in noninterest-bearing accounts related to commercial business deposits and $1.5 million related to retail, mostly offset by a $9.5 million decrease in noninterest-bearing public funds.

•

Interest-bearing demand deposits decreased $19.2 million from December 31, 2024, primarily due to a $31.9 million decrease in interest-bearing public funds, slightly offset by a $14.7 million increase in retail interest-bearing demand deposits.

•

Savings and money markets increased $107.6 million from December 31, 2024, primarily due to an increase of $123.7 million in retail, public funds, and business money market deposits coupled with an increase of $18.9 million in retail savings, slightly offset by a $32.7 million decrease in ICS money market.

•

Time deposits increased $257.3 million from December 31, 2024, primarily due increases of $176.4 million increase in Jumbo's and $64.8 million in retail certificates of deposit.

•

Brokered deposits totaled $402.1 million at December 31, 2025, which included brokered certificate of deposits of $400.0 million and brokered money markets of $2.1 million. Brokered deposits decreased $29.0 million from September 30, 2025 and $98.1 million from December 31, 2024, strategically reducing the balances of brokered deposits.

•

FHLB short-term advances totaled $175.0 million on December 31, 2025, down $57.0 million from September 30, 2025, and down $164.0 million from December 31, 2024.

•

FHLB long-term advances totaled $0.9 million on December 31, 2025, down from $0.1 million September 30, 2025, and down from $0.6 million on December 31, 2024.

Net Interest Income and Net Interest Margin

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

•

Net interest income and net interest margin, were impacted by the mid-quarter FSB acquisition.

•

Interest income increased $2.5 million for the fourth quarter of 2025, compared to the same period last year, attributed to average interest-earning assets increasing $201.0 million coupled with a 4-basis point increase in asset yield.

•

Interest expense decreased $2.6 million for the fourth quarter of 2025, compared to the same period last year. This was due to a 95-basis point reduction in higher costing short-term FHLB borrowings coupled with a 106-basis point reduction in time deposits mostly offset by $135.1 million average balance growth in total interest-bearing deposits when comparing the fourth quarter of 2025 to the same period last year.

•

Net interest margin increased 33-basis points to 3.69% for the fourth quarter of 2025, compared to 3.36% for the same period last year.

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

•

Interest income increased $14.3 million for the twelve-months ended December 31, 2025, compared to the same period last year, attributed to average interest-earning assets increasing $198.8 million coupled with a 9-basis point increase in asset yield.

•

Interest expense decreased $7.6 million for the twelve-months ended December 31, 2025, compared to the same period last year. This was due to a 101-basis point reduction in higher costing short-term FHLB borrowings coupled with a 123-basis point drop in time deposits, mostly offset by $206.5 million average balance growth in interest-bearing deposits, when comparing the twelve-months ended December 31, 2025, to the same period last year.

•

Net interest margin increased 40-basis points to 3.61% for the twelve months ended December 31, 2025, compared to 3.21% for the same period last year.

Credit

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

•

Civista recorded net charge-offs of $0.9 million for the fourth quarter of 2025 compared to net charge-offs of $2.2 million for the same period of 2024, and $0.6 million in the third quarter of 2025.

•

The allowance for credit losses to loans ratio was 1.28% at December 31, 2025, compared to 1.30% at September 30, 2025, and 1.29% at December 31, 2024.

•

Non-performing assets at December 31, 2025, were $31.3 million, an increase of $8.5 million or 37.3%, from September 30, 2025. The non-performing assets to assets ratio was 0.72% and 0.55% at December 31, 2025 and September 30, 2025, respectively.

•

The allowance for credit losses to non-performing loans increased to 134.3% at December 31, 2025, from 120.8% at December 31, 2024.

•

The FSB acquisition added approximately $2.0 million to the allowance for credit losses.

Non-interest Income

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

•

Non-interest Income was impacted by the mid-quarter FSB acquisition.

•

Service charges increased $0.1 million for the fourth quarter of 2025, compared to the same period last year, primarily from an increase in retail overdraft fees.

•

Net gain on sale of loans increased $0.3 million for the fourth quarter of 2025, compared to the same period last year, resulting from timing of selling loans.

•

Lease revenue and residual income increased $0.2 million for the fourth quarter of 2025 compared to the same period last year, mainly due to an increase in lease originations in the fourth quarter of 2025.

•

Income from Bank Owned Life Insurance decreased $0.4 million for the fourth quarter of 2025 due to a death benefit on an insured individual in the fourth quarter of 2024.

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

•

Service charges increased $0.3 million for the twelve months ended December 31, 2025, compared to the same period last year, primarily from an increase in retail overdraft fees year-over-year.

•

Lease revenue and residual income decreased $3.0 million for the twelve months ended December 31, 2025, compared to the same period last year, due to stronger lease originations for most of 2024 coupled with a one-time non-recurring adjustment aforementioned above.

•

Other income decreased $0.9 million for the twelve month ended December 31, 2025, compared to the same period last year, primarily related to lower fee revenue from the leasing division.

Non-interest Expense

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

•

Non-interest expense was impacted by the mid-quarter FSB acquisition.

•

Compensation expense decreased $0.4 million for the fourth quarter of 2025 compared to the same period last year, primarily due to an increase in the deferral of salaries and wages related to the loan originations in the fourth quarter of 2025 partially offset by an increase in medical expenses.

•

The quarter-to-date average number of full-time equivalent ("FTE") employees was 535 at December 31, 2025, compared with an average number of 519 for the same period in 2024.

•

Equipment expense decreased $0.2 million for the three months ended December 31, 2025 compared to the same period in 2024, mainly due to normal depreciation expense.

•

Other expenses increased $4.2 million for the fourth quarter of 2025 compared to the same period last year, mainly due to the aforementioned acquisition-related expenses.

•

The efficiency ratio was 57.7% for the quarter ended December 31, 2025, compared to 68.3% for the same period last year. The change in the efficiency ratio is primarily due to a 9.6% increase in non-interest expenses, a 16.3% increase in net interest income, partially offset by a 9.6% increase in non-interest income.

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

•

Compensation expense decreased $3.1 million for the twelve months ended December 31, 2025 compared to the same period last year, primarily due to an increase in the deferral of salaries and wages related to the loan originations in 2025.

•

The year-to-date average number of FTE employees was 526 at December 31, 2025, compared with an average number of 531 for the same period in 2024.

•

Professional fees increased $.8 million for the twelve months ended December 31, 2025, compared to the same period last year, mainly due to utilizing consultants to assist in transitioning Civista Leasing and Finance Division to a new core processing system.

•

Equipment expense decreased $1.4 million for the twelve months ended December 31, 2025, compared to the same period last year, due to normal equipment depreciation as well as decreases in equipment expense related to operating lease contracts, partially offset by $0.7 million in depreciation expense on assets that had a net book value but are no longer in use.

•

The efficiency ratio was 62.0% for the twelve months ended December 31, 2025, compared to 70.9% for the same period last year. The change in the efficiency ratio is primarily due a 18.7% increase in net interest income, partially offset by a 10.0% decrease in non-interest income.

Taxes

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

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

Capital

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

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

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

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

Conference Call and Webcast

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

About Civista Bancshares

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

Forward Looking Statements

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

Non-GAAP Financial Measures

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

For additional information, contact:

Dennis G. Shaffer

CEO and President

Civista Bancshares, Inc.

888-645-4121


Average Balance Analysis
(Unaudited - Dollars in thousands)

	Three Months Ended December 31,
	2025								2024
	Average					Yield/			Average					Yield/
Assets:	balance			Interest		rate *			balance			Interest		rate *
Interest-earning assets:
Loans **	$	3,197,327		$	49,133		6.10	%	$	3,061,991			47,250		6.14	%
Taxable securities ***		409,398			3,738		3.39	%		362,997			3,378		3.38	%
Non-taxable securities ***		284,865			2,331		3.86	%		292,559			2,357		3.83	%
Interest-bearing deposits in other banks		47,990			539		4.46	%		21,060			248		4.68	%
Total interest-earning assets ***	$	3,939,580		$	55,741		5.61	%	$	3,738,607		$	53,233		5.65	%
Noninterest-earning assets:
Cash and due from financial institutions		41,378								38,873
Premises and equipment, net		40,815								48,990
Accrued interest receivable		14,371								13,632
Intangible assets		138,896								133,673
Bank owned life insurance		62,892								62,866
Other assets		54,326								49,462
Less allowance for loan losses		(41,547	)							(41,353	)
Total Assets	$	4,250,711							$	4,044,750

Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Demand and savings	$	1,616,312		$	5,767		1.42	%	$	1,528,163		$	5,025		1.31	%
Time		1,101,439			10,807		3.89	%		1,054,489			13,111		4.95	%
Short-term FHLB borrowings		146,784			1,389		3.75	%		214,038			2,530		4.70	%
Long-term FHLB borrowings		895			6		2.62	%		1,573			6		1.52	%
Other borrowings		5,006			182		14.44	%		543			7		5.13	%
Subordinated debentures		104,214			1,139		4.34	%		104,071			1,199		4.58	%
Total interest-bearing liabilities	$	2,974,650		$	19,290		2.57	%	$	2,902,877		$	21,878		3.00	%
Non-interest-bearing deposits		706,267								702,833
Other liabilities		44,121								47,449
Shareholders' equity		525,673								391,591
Total Liabilities and Shareholders' Equity	$	4,250,711							$	4,044,750

Net interest income and interest rate spread				$	36,451		3.04	%				$	31,355		2.65	%

Net interest margin ***							3.69	%							3.36	%

* - Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and investments, included in the yields above, was $620 thousand and $627 thousand for the periods ended December 31, 2025 and 2024, respectively.
** - Average balance includes nonaccrual loans
*** - Average yield on investments were calculated by adjusting the average balances of taxable and nontaxable securities by unrealized losses of $46.9 million and $52.1 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.


Average Balance Analysis
(Unaudited - Dollars in thousands)

	Twelve Months Ended December 31,
	2025								2024
	Average					Yield/			Average					Yield/
Assets:	balance			Interest		rate *			balance			Interest		rate *
Interest-earning assets:
Loans **	$	3,140,457		$	195,469		6.22	%	$	2,984,912		$	183,578		6.15	%
Taxable securities ***		403,185			14,966		3.42	%		357,255			12,639		3.18	%
Non-taxable securities ***		280,978			9,333		3.87	%		291,833			9,473		3.85	%
Interest-bearing deposits in other banks		28,729			1,217		4.24	%		20,580			1,005		4.87	%
Total interest-earning assets ***	$	3,853,349		$	220,985		5.71	%	$	3,654,580		$	206,695		5.62	%
Noninterest-earning assets:
Cash and due from financial institutions		39,773								34,494
Premises and equipment, net		43,618								52,230
Accrued interest receivable		14,025								13,349
Intangible assets		134,399								134,273
Bank owned life insurance		63,100								62,349
Other assets		58,129								57,879
Less allowance for loan losses		(40,611	)							(39,498	)
Total Assets	$	4,165,782							$	3,969,656

Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Demand and savings	$	1,570,431		$	22,983		1.46	%	$	1,426,288		$	21,853		1.53	%
Time		1,021,670			41,211		4.03	%		959,276			43,948		4.58	%
Short-term FHLB borrowings		296,338			12,984		4.38	%		341,692			18,451		5.39	%
Long-term FHLB borrowings		1,142			29		2.58	%		1,892			42		2.22	%
Other borrowings		5,603			558		9.97	%		8,213			760		9.25	%
Subordinated debentures		104,162			4,637		4.45	%		104,017			4,931		4.74	%
Total interest-bearing liabilities	$	2,999,346		$	82,402		2.75	%	$	2,841,378		$	89,985		3.17	%
Non-interest-bearing deposits		673,653								701,397
Other liabilities		43,215								49,522
Shareholders' equity		449,568								377,359
Total Liabilities and Shareholders' Equity	$	4,165,782							$	3,969,656

Net interest income and interest rate spread				$	138,583		2.96	%				$	116,710		2.45	%

Net interest margin ***							3.61	%							3.21	%

* - Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and investments, included in the yields above, was $2.5 million and $2.5 million for the periods ended December 31, 2025 and 2024, respectively.
** - Average balance includes nonaccrual loans
*** - 2025 and 2024 average yield on investments were calculated by adjusting the average balances of taxable and nontaxable securities by unrealized losses of $58.3 million and $59.4 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.


Non-interest income
(unaudited - dollars in thousands)	Three months ended December 31,
	2025		2024		$ Change			% Change
Service charges	$	1,706	$	1,591	$	115			7.2	%
Net gain (loss) on equity securities		120		96		24			25.0	%
Net gain on sale of loans and leases		1,594		1,259		335			26.6	%
ATM/Interchange fees		1,722		1,640		82			5.0	%
Wealth management fees		1,473		1,464		9			0.6	%
Lease revenue and residual income		1,518		1,280		238			18.6	%
Bank owned life insurance		397		771		(374	)		-48.5	%
Swap fees		150		66		84			127.3	%
Other		1,204		848		356			42.0	%
Total non-interest income	$	9,884	$	9,015	$	869			9.6	%


Non-interest income
(unaudited - dollars in thousands)	Twelve months ended December 31,
	2025		2024		$ Change			% Change
Service charges	$	6,461	$	6,114	$	347			5.7	%
Net gain (loss) on equity securities		271		252		19			7.5	%
Net gain on sale of loans and leases		4,489		4,438		51			1.1	%
ATM/Interchange fees		5,902		5,841		61			1.0	%
Wealth management fees		5,540		5,519		21			0.4	%
Lease revenue and residual income		5,874		8,911		(3,037	)		-34.1	%
Bank owned life insurance		1,835		2,205		(370	)		-16.8	%
Swap fees		275		232		43			18.5	%
Other		3,320		4,236		(916	)		-21.6	%
Total non-interest income	$	33,967	$	37,748	$	(3,781	)		-10.0	%


Non-interest expense
(unaudited - dollars in thousands)	Three months ended December 31,
	2025		2024		$ Change			% Change
Compensation expense	$	14,526	$	14,899	$	(373	)		-2.5	%
Net occupancy Expense		1,410		1,138		272			23.9	%
Contracted data processing		672		508		164			32.3	%
FDIC Assessment		493		1,039		(546	)		-52.6	%
State franchise tax		343		608		(265	)		-43.6	%
Professional services		1,467		2,247		(780	)		-34.7	%
Equipment expense		2,032		2,240		(208	)		-9.3	%
ATM/Interchange expense		710		671		39			5.8	%
Marketing		410		448		(38	)		-8.5	%
Amortization of core deposit intangible		576		363		213			58.7	%
Software maintenance expense		1,411		1,376		35			2.5	%
Other		6,953		2,759		4,194			152.0	%
Total non-interest expense	$	31,003	$	28,296	$	2,707			9.6	%


Non-interest expense
(unaudited - dollars in thousands)	Twelve months ended December 31,
	2025		2024		$ Change			% Change
Compensation expense	$	58,741	$	61,821	$	(3,080	)		-5.0	%
Net occupancy expense		5,929		5,097		832			16.3	%
Contracted data processing		2,333		2,248		85			3.8	%
FDIC Assessment		2,682		2,631		51			1.9	%
State franchise tax		2,039		2,052		(13	)		-0.6	%
Professional services		6,580		5,779		801			13.9	%
Equipment expense		8,105		9,553		(1,448	)		-15.2	%
ATM/Interchange expense		2,729		2,544		185			7.3	%
Marketing		1,386		2,088		(702	)		-33.6	%
Amortization of core deposit intangible		1,564		1,484		80			5.4	%
Software maintenance expense		5,462		4,944		518			10.5	%
Other		16,388		12,279		4,109			33.5	%
Total non-interest expense	$	113,938	$	112,520	$	1,418			1.3	%


End of period loan and lease balances
(unaudited - dollars in thousands)
	December 31,		December 31,
	2025		2024		$ Change			% Change
Commercial and Agriculture	$	308,692	$	328,488	$	(19,796	)		-6.0	%
Commercial Real Estate:
Owner Occupied		385,547		374,367		11,180			3.0	%
Non-owner Occupied		1,250,966		1,225,991		24,975			2.0	%
Residential Real Estate		932,379		763,869		168,510			22.1	%
Real Estate Construction		285,137		305,992		(20,855	)		-6.8	%
Farm Real Estate		37,775		23,035		14,740			64.0	%
Lease financing receivable		35,103		46,900		(11,797	)		-25.2	%
Consumer and Other		34,447		12,588		21,859			173.6	%
Total Loans	$	3,270,046	$	3,081,230	$	188,816			6.1	%


End of period deposit balances
(unaudited - dollars in thousands)
	December 31,		December 31,
	2025		2024		$ Change			% Change
Noninterest-bearing demand	$	702,032	$	695,094	$	6,938			1.0	%
Interest-bearing demand		400,403		419,583		(19,180	)		-4.6	%
Savings and money market		1,234,593		1,126,974		107,619			9.5	%
Time deposits		727,294		469,954		257,340			54.8	%
Brokered deposits		402,142		500,265		(98,123	)		-19.6	%
Total Deposits	$	3,466,464	$	3,211,870	$	254,594			7.9	%


Allowance for Credit Losses
(dollars in thousands)
	Three months ended December 31,
	2025			2024
Beginning of period	$	40,254		$	41,268
CECL Day 1 Adjustment FSB		1,960			-
Charge-offs		(1,064	)		(2,335	)
Recoveries		146			39
Provision		724			697
End of period	$	42,020		$	39,669


Allowance for Credit Losses
(dollars in thousands)
	Twelve months ended December 31,
	2025			2024
Beginning of period	$	39,669		$	37,160
CECL Day 1 Adjustment FSB		1,960			-
Charge-offs		(3,794	)		(3,915	)
Recoveries		664			539
Provision		3,521			5,885
End of period	$	42,020		$	39,669


Allowance for Unfunded Commitments
(dollars in thousands)
	Three months ended December 31,
	2025			2024
Beginning of period	$	3,375		$	3,381
Provision		(139	)		(1	)
End of period	$	3,236		$	3,380


Allowance for Unfunded Commitments
(dollars in thousands)
	Twelve months ended December 31,
	2025			2024
Beginning of period	$	3,380		$	3,901
Provision		(144	)		(521	)
End of period	$	3,236		$	3,380


(dollars in thousands)	December 31,		December 31,
	2025		2024
Non-accrual loans	$	30,815	$	30,950
Restructured loans, accruing		14		1,677
90+ Days Past Due, Still Accruing		461		225
Total non-performing loans		31,290		32,852
Other Real Estate Owned		-		-
Total non-performing assets	$	31,290	$	32,852

Civista Bancshares, Inc.

Financial Highlights

(Unaudited, dollars in thousands, except share and per share amounts)


Consolidated Condensed Statement of Operations

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2025			2024			2025			2024

Interest income	$	55,741		$	53,233		$	220,985		$	206,695
Interest expense		19,290			21,878			82,402			89,985
Net interest income		36,451			31,355			138,583			116,710
Provision for credit losses		724			697			3,521			5,885
Provision for unfunded commitments		(139	)		(1	)		(144	)		(521	)
Net interest income after provision		35,866			30,659			135,206			111,346
Non-interest income		9,884			9,015			33,967			37,748
Non-interest expense		31,003			28,296			113,938			112,520
Income before taxes		14,747			11,378			55,235			36,574
Income tax expense		2,480			1,485			9,023			4,891
Net income		12,267			9,893			46,212			31,683
Net income available
to common shareholders	$	12,267		$	9,893		$	46,212		$	31,683

Dividends paid per common share	$	0.17		$	0.16		$	0.68		$	0.64

Earnings per common share
Basic
Net income	$	12,267		$	9,893		$	46,212		$	31,683
Less allocation of earnings and
dividends to participating securities		48			213			166			671
Net income available to common
shareholders - basic	$	12,219		$	9,680		$	46,046		$	31,012
Weighted average common shares outstanding		20,185,285			15,736,962			17,507,836			15,724,768
Less average participating securities		90,281			339,626			86,436			333,029
Weighted average number of shares outstanding
used to calculate basic earnings per share		20,095,004			15,397,336			17,421,400			15,391,739

Earnings per common share
Basic	$	0.61		$	0.63		$	2.64		$	2.01
Diluted	$	0.61			0.63		$	2.64			2.01


Selected financial ratios:
Return on average assets	1.14	%	0.97	%	1.11	%	0.80	%
Return on average equity	9.26	%	10.05	%	10.28	%	8.40	%
Dividend payout ratio	27.97	%	25.45	%	25.76	%	31.76	%
Net interest margin (tax equivalent)	3.69	%	3.36	%	3.61	%	3.21	%
Effective tax rate	16.82	%	13.05	%	16.34	%	13.37	%


Selected Balance Sheet Items
(Dollars in thousands, except share and per share amounts)

	December 31,			December 31,
	2025			2024
	(unaudited)			(unaudited)

Cash and due from financial institutions	$	77,320		$	63,155
Investment in time deposits		1,165			1,450
Investment securities		684,600			650,488
Loans held for sale		7,180			665
Loans		3,270,046			3,081,230
Less: allowance for credit losses		(42,020	)		(39,669	)
Net loans		3,228,026			3,041,561
Other securities		25,942			30,352
Premises and equipment, net		40,611			47,166
Goodwill and other intangibles		143,538			133,403
Bank owned life insurance		63,153			62,783
Other assets		64,918			67,446
Total assets	$	4,336,453		$	4,098,469

Total deposits	$	3,466,464		$	3,211,870
Short-term Federal Home Loan Bank advances		175,000			339,000
Long-term Federal Home Loan Bank advances		855			1,501
Subordinated debentures		104,234			104,089
Other borrowings		4,090			6,293
Accrued expenses and other liabilities		42,336			47,214
Total liabilities		3,792,979			3,709,967
Common shares		419,769			312,037
Retained earnings		239,784			205,408
Treasury shares		(75,764	)		(75,586	)
Accumulated other comprehensive loss		(40,315	)		(53,357	)
Total shareholders' equity		543,474			388,502
Total liabilities and shareholders' equity	$	4,336,453		$	4,098,469


	December 31,			December 31,
	2025			2024
	(unaudited)			(unaudited)

Shares outstanding at period end		20,746,474			15,487,667
Book value per share	$	26.20		$	25.08
Equity to asset ratio		12.53	%		9.48	%

Selected asset quality ratios:
Allowance for credit losses to total loans		1.28	%		1.29	%
Non-performing assets to total assets		0.72	%		0.80	%
Allowance for credit losses to non-performing loans		134.29	%		120.75	%

Non-performing asset analysis
Nonaccrual loans	$	30,815		$	30,950
Restructured loans		14			1,677
Other real estate owned		-			-
90+ Days Past Due, Still Accruing		461			225
Total	$	31,290		$	32,852


Supplemental Financial Information
(Unaudited - dollars in thousands except share data)

	December 31,			September 30,			June 30,			March 31,			December 31,
End of Period Balances	2025			2025			2025			2025			2024

Assets
Cash and due from banks	$	77,320		$	62,766		$	73,858		$	90,456		$	63,155
Investment in time deposits		1,165			735			715			960			1,450
Investment securities		684,600			657,189			645,228			648,537			650,488
Loans held for sale		7,180			8,012			10,733			4,324			665
Loans and leases		3,270,046			3,095,994			3,151,124			3,104,036			3,081,230
Allowance for credit losses		(42,020	)		(40,254	)		(40,455	)		(40,284	)		(39,669	)
Net Loans		3,228,026			3,055,740			3,110,669			3,063,752			3,041,561
Other securities		25,942			27,901			36,195			32,592			30,352
Premises and equipment, net		40,611			40,910			42,922			45,107			47,166
Goodwill and other intangibles		143,538			132,276			132,631			133,026			133,403
Bank owned life insurance		63,153			62,756			63,555			63,170			62,783
Other assets		64,918			65,049			69,363			64,793			67,446
Total Assets	$	4,336,453		$	4,113,334		$	4,185,869		$	4,146,717		$	4,098,469

Liabilities
Total deposits	$	3,466,464		$	3,230,463		$	3,196,207		$	3,238,888		$	3,211,870
Federal Home Loan Bank advances - short term		175,000			232,000			433,500			360,000			339,000
Federal Home Loan Bank advances - long term		855			970			1,103			1,355			1,501
Subordinated debentures		104,234			104,213			104,172			104,130			104,089
Other borrowings		4,090			4,699			5,379			6,140			6,293
Accrued expenses and other liabilities		42,336			41,961			41,371			38,770			47,214
Total liabilities		3,792,979			3,614,306			3,781,732			3,749,283			3,709,967

Shareholders' Equity
Common shares		419,769			388,458			312,589			312,192			312,037
Retained earnings		239,784			230,798			221,321			212,944			205,408
Treasury shares		(75,764	)		(75,760	)		(75,753	)		(75,753	)		(75,586	)
Accumulated other comprehensive loss		(40,315	)		(44,468	)		(54,020	)		(51,949	)		(53,357	)
Total shareholders' equity		543,474			499,028			404,137			397,434			388,502

Total Liabilities and Shareholders' Equity	$	4,336,453		$	4,113,334		$	4,185,869		$	4,146,717		$	4,098,469

Shares outstanding at period end		20,746,474			19,312,726			15,529,342			15,519,072			15,487,667

Book value per share	$	26.20		$	25.84		$	26.02		$	25.61		$	24.69
Equity to asset ratio		12.53	%		12.13	%		9.65	%		9.58	%		9.48	%


	December 31,			September 30,			June 30,			March 31,			December 31,
	2025			2025			2025			2025			2024
Selected asset quality ratios:
Allowance for credit losses to total loans		1.28	%		1.30	%		1.28	%		1.30	%		1.29	%
Non-performing assets to total assets		0.72	%		0.55	%		0.55	%		0.75	%		0.80	%
Allowance for credit losses to non-performing loans		134.29	%		176.52	%		176.11	%		129.99	%		120.75	%

Non-performing asset analysis
Non-accrual loans	$	30,815		$	22,615		$	22,742		$	30,989		$	30,950
Restructured loans		14			12			7			-			1,677
90+ Days Past Due, Still Accruing		461			177			223			146			225
Other real estate owned		-			-			209			209			-
Total	$	31,290		$	22,804		$	23,181		$	31,344		$	32,852


Supplemental Financial Information
(Unaudited - dollars in thousands except share data)

	December 31,		September 30,		June 30,		March 31,		December 31,
Quarterly Average Balances	2025		2025		2025		2025		2024
Assets:
Earning assets	$	3,939,580	$	3,829,484	$	3,841,369	$	3,801,709	$	3,738,607
Securities		694,263		676,938		682,035		683,374		655,556
Loans		3,197,327		3,128,033		3,136,091		3,099,440		3,061,991
Liabilities and Shareholders' Equity
Total deposits	$	3,424,018	$	3,237,025	$	3,190,592	$	3,209,277	$	3,285,485
Interest-bearing deposits		2,717,751		2,574,153		2,538,500		2,538,561		2,582,652
Other interest-bearing liabilities		256,899		383,305		523,824		461,100		320,225
Total shareholders' equity		525,673		472,993		400,915		397,021		391,591


Supplemental Financial Information
(Unaudited - dollars in thousands)

	December 31,		September 30,		June 30,		March 31,		December 31,
End of period loan and lease balances	2025		2025		2025		2025		2024
Commercial and Agriculture	$	308,692	$	302,407	$	338,598	$	330,627	$	328,488
Commercial Real Estate:
Owner Occupied		385,547		384,176		378,248		378,095		374,367
Non-owner Occupied		1,250,966		1,216,031		1,263,612		1,246,025		1,225,991
Residential Real Estate		932,379		842,362		815,408		773,349		763,869
Real Estate Construction		285,137		278,163		277,643		297,589		305,992
Farm Real Estate		37,775		23,713		23,866		22,399		23,035
Lease financing receivable		35,103		38,960		42,758		44,570		46,900
Consumer and Other		34,447		10,182		10,991		11,382		12,588
Total Loans	$	3,270,046	$	3,095,994	$	3,151,124	$	3,104,036	$	3,081,230


Supplemental Financial Information
(Unaudited - dollars in thousands)

	December 31,		September 30,		June 30,		March 31,		December 31,
End of period deposit balances	2025		2025		2025		2025		2024
Noninterest-bearing demand	$	702,032	$	651,934	$	647,609	$	648,683	$	695,094
Interest-bearing demand	$	400,403		415,620		433,089		467,601		419,583
Savings and money market	$	1,234,593		1,129,985		1,100,660		1,146,480		1,126,974
Time deposits	$	727,294		601,757		560,702		515,910		469,954
Brokered deposits	$	402,142		431,167		454,147		460,214		500,265
Total Deposits	$	3,466,464	$	3,230,463	$	3,196,207	$	3,238,888	$	3,211,870


Supplemental Financial Information
(Unaudited - dollars in thousands except share data)

	Three Months Ended
	December 31,			September 30,			June 30,			March 31,		December 31,
Income statement	2025			2025			2025			2025		2024

Total interest and dividend income	$	55,741		$	55,240		$	56,271		$	53,733	$	53,233
Total interest expense		19,290			20,695			21,457			20,960		21,878
Net interest income		36,451			34,545			34,814			32,773		31,355
Provision for credit losses		724			378			1,171			1,248		697
Provision for unfunded commitments		(139	)		(178	)		(146	)		319		(1	)
Non-interest income		9,884			9,633			6,589			7,860		9,015
Non-interest expense		31,003			28,327			27,482			27,126		28,296
Income before taxes		14,747			15,651			12,896			11,940		11,378
Income tax expense		2,480			2,891			1,881			1,772		1,485
Net income	$	12,267		$	12,760		$	11,015		$	10,168	$	9,893
Net income available to common shareholders	$	12,267		$	12,760		$	11,015		$	10,168	$	9,893

Per share data

Earnings per common share
Basic
Net income	$	12,267		$	12,760		$	11,015		$	10,168	$	9,893
Less allocation of earnings and
dividends to participating securities		48			61			45			44		213
Net income available to common shareholders - basic	$	12,219		$	12,699		$	10,970		$	10,124	$	9,680

Weighted average common shares outstanding		20,185,285			18,767,307			15,524,490			15,488,813		15,734,243
Less average participating securities		90,281			91,743			96,692			66,711		339,626
Weighted average number of shares outstanding used to calculate basic earnings per share		20,095,004			18,675,564			15,427,798			15,422,102		15,394,617

Earnings per common share
Basic	$	0.61		$	0.68		$	0.71		$	0.66	$	0.63
Diluted	$	0.61		$	0.68		$	0.71		$	0.66	$	0.63

Common shares dividend paid	$	3,283		$	3,283		$	2,638		$	2,636	$	2,518
Dividends paid per common share		0.17			0.17			0.17			0.17		0.16


	Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
Selected financial ratios	2025			2025			2025			2025			2024

Return on average assets		1.14	%		1.22	%		1.06	%		1.00	%		0.97	%
Return on average equity		9.26	%		10.70	%		11.02	%		10.39	%		10.05	%
Dividend payout ratio		27.97	%		25.00	%		23.96	%		25.90	%		25.45	%
Net interest margin (tax equivalent)		3.69	%		3.58	%		3.64	%		3.51	%		3.36	%
Effective tax rate		16.82	%		18.47	%		14.59	%		14.84	%		13.05	%


Supplemental Financial Information
(Unaudited - dollars in thousands)

	Three Months Ended
	December 31,		September 30,		June 30,			March 31,			December 31,
Non-interest income	2025		2025		2025			2025			2024
Service charges	$	1,706	$	1,667	$	1,564		$	1,524		$	1,591
Net gain (loss) on equity securities		120		255		(74	)		(29	)		96
Net gain on sale of loans and leases		1,594		1,450		841			604			1,259
ATM/Interchange fees		1,722		1,435		1,418			1,326			1,640
Wealth management fees		1,473		1,402		1,325			1,340			1,464
Lease revenue and residual income		1,518		1,934		525			1,896			1,280
Bank owned life insurance		397		666		386			387			771
Swap fees		150		-		53			72			66
Other		1,204		824		551			740			848
Total non-interest income	$	9,884	$	9,633	$	6,589		$	7,860		$	9,015


Supplemental Financial Information
(Unaudited - dollars in thousands)

	Three Months Ended
	December 31,		September 30,		June 30,		March 31,		December 31,
Non-interest expense	2025		2025		2025		2025		2024
Compensation expense	$	14,526	$	15,161	$	15,011	$	14,043	$	14,899
Net occupancy Expense		1,410		1,466		1,419		1,634		1,138
Contracted data processing		672		559		536		567		508
FDIC Assessment		493		627		689		873		1,039
State franchise tax		343		536		634		526		608
Professional services		1,467		1,225		1,798		2,090		2,247
Equipment expense		2,032		2,205		1,764		2,103		2,240
ATM/Interchange expense		710		755		683		580		671
Marketing		410		391		289		296		448
Amortization of core deposit intangible		576		318		338		332		363
Software maintenance expense		1,411		1,480		1,294		1,277		1,376
Other		6,953		3,604		3,027		2,805		2,759
Total non-interest expense	$	31,003	$	28,327	$	27,482	$	27,126	$	28,296


Supplemental Financial Information
(Unaudited - dollars in thousands except share data)

	Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
Asset quality	2025			2025			2025			2025			2024

Allowance for credit losses:
Beginning of period	$	40,254		$	40,455		$	40,284		$	39,669		$	41,268
CECL Day 1 Adjustment FSB		1,960			-			-			-			-
Charge-offs		(1,064	)		(662	)		(1,092	)		(976	)		(2,335	)
Recoveries		146			83			92			343			39
Provision		724			378			1,171			1,248			697
End of period	$	42,020		$	40,254		$	40,455		$	40,284		$	39,669
Allowance for unfunded commitments:
Beginning of period	$	3,375		$	3,553		$	3,699		$	3,380		$	3,381
Charge-offs		-			-			-			-			-
Recoveries		-			-			-			-			-
Provision		(139	)		(178	)		(146	)		319			(1	)
End of period	$	3,236		$	3,375		$	3,553		$	3,699		$	3,380

Ratios
Allowance to total loans		1.28	%		1.30	%		1.28	%		1.30	%		1.29	%
Allowance to nonperforming assets		134.29	%		176.52	%		174.52	%		129.12	%		121.58	%
Allowance to nonperforming loans		134.29	%		176.52	%		176.11	%		129.99	%		120.75	%

Nonperforming assets
Non-accrual loans	$	30,815		$	22,615		$	22,742		$	30,989		$	30,950
Restructured loans		14			12			7			-			1,677
90+ Days Past Due, Still Accruing		461			177			223			-			225
Total non-performing loans		31,290			22,804			22,972			30,989			32,852
Other Real Estate Owned		-			-			209			209			-
Total non-performing assets	$	31,290		$	22,804		$	23,181		$	31,198		$	32,852



	Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
Capital and liquidity	2025			2025			2025			2025			2024

Tier 1 leverage ratio		11.32	%		10.96	%		8.80	%		8.66	%		8.60	%
Tier 1 risk-based capital ratio		14.51	%		14.19	%		11.18	%		10.97	%		10.47	%
Total risk-based capital ratio		18.02	%		17.80	%		14.73	%		14.53	%		13.98	%
Tangible common equity ratio (1)		9.54	%		9.21	%		6.70	%		6.59	%		6.43	%

(1) See reconciliation of non-GAAP measures at the end of this press release.


Reconciliation of Non-GAAP Financial Measures
(Unaudited - dollars in thousands except share data)

	December 31,			September 30,			June 30,			March 31,			December 31,
	2025			2025			2025			2025			2024

Tangible Common Equity
Total Shareholder's Equity - GAAP	$	543,474		$	499,028		$	404,137		$	397,434		$	388,502
Less: Preferred Equity		-			-			-			-			-
Less: Goodwill and intangible assets		143,538			132,276			132,631			133,026			133,403
Tangible common equity (Non-GAAP)	$	399,936		$	366,752		$	271,506		$	264,408		$	255,099

Total Shares Outstanding		20,746,474			19,312,726			15,529,342			15,519,072			15,487,667

Tangible book value per share	$	19.28		$	18.99		$	17.48		$	17.04		$	16.47

Tangible Assets
Total Assets - GAAP	$	4,336,453		$	4,113,334		$	4,185,869		$	4,146,717		$	4,098,469
Less: Goodwill and intangible assets		143,538			132,276			132,631			133,026			133,403
Tangible assets (Non-GAAP)	$	4,192,915		$	3,981,058		$	4,053,238		$	4,013,691		$	3,965,066

Tangible common equity to tangible assets		9.54	%		9.21	%		6.70	%		6.59	%		6.43	%


Reconciliation of Non-GAAP Financial Measures
(Unaudited - dollars in thousands except share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
Efficiency ratio (non-GAAP):	2025			2024			2025			2024

Noninterest expense (GAAP)	$	31,003		$	28,296		$	113,938		$	112,520
Less: Amortization of intangible assets expense		576			363			1,484			1,121
Less: Acquisition related expenses		3,424			-			4,093			-
Noninterest expense (non-GAAP)	$	27,003		$	27,933		$	108,361		$	111,399

Net interest income (GAAP)	$	36,451		$	31,355		$	138,583		$	116,710
Plus: Taxable equivalent adjustment		620			627			2,481			2,518
Noninterest income (GAAP)		9,884			9,015			33,967			37,748
Less: Net gains (losses) on equity securities		120			96			271			252
Net interest income (FTE) plus non-interest income (non-GAAP)	$	46,835		$	40,901		$	174,760		$	156,724

Efficiency ratio (non-GAAP)		57.7	%		68.3	%		62.0	%		71.1	%


Reconciliation of Non-GAAP Financial Measures
(Unaudited - dollars in thousands except share data)

	Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
Efficiency ratio (non-GAAP):	2025			2025			2025			2025			2024

Noninterest expense (GAAP)	$	31,003		$	28,327		$	27,482		$	27,126		$	28,296
Less: Amortization of intangible assets expense		576			318			339			332			363
Less: Acquisition related expenses		3,424			664			5			-			-
Noninterest expense (non-GAAP)	$	27,003		$	27,345		$	27,138		$	26,794		$	27,933

Net interest income (GAAP)	$	36,451		$	34,545		$	34,814		$	32,773		$	31,355
Plus: Taxable equivalent adjustment		620			618			621			622			627
Noninterest income (GAAP)		9,884			9,633			6,589			7,860			9,015
Less: Net gains (losses) on equity securities		120			255			(74	)		(29	)		96
Net interest income (FTE) plus non-interest income (non-GAAP)	$	46,835		$	44,541		$	42,098		$	41,284		$	40,901

Efficiency ratio (non-GAAP)		57.7	%		61.4	%		64.5	%		64.9	%		68.3	%


Supplemental Financial Information
Consolidated Condensed Statement of Operations
(Unaudited - dollars in thousands except share data)

	Three Months Ended									Twelve Months Ended
	December 31, 2025									December 31, 2025
				Non-Recurring									Non-Recurring
	As Reported			Adjustments			As Adjusted			As Reported			Adjustments			As Adjusted

Interest income	$	55,741		$	-		$	55,741		$	220,985		$	1,621		$	219,364
Interest expense		19,290			-			19,290			82,402			-			82,402
Net interest income		36,451			-			36,451			138,583			1,621			136,962
Provision for credit losses		724			-			724			3,521			-			3,521
Provision for unfunded commitments		(139	)		-			(139	)		(144	)		-			(144	)
Net interest income after provision		35,866			-			35,866			135,206			1,621			133,585
Non-interest income		9,884			-			9,884			33,967			(1,044	)		35,011
Non-interest expense		31,003			3,424			27,579			113,938			3,782			110,156
Income before taxes		14,747			(3,424	)		18,171			55,235			(3,205	)		58,440
Income tax expense		2,480			(568	)		3,048			9,023			(531	)		9,554
Net income	$	12,267		$	(2,856	)	$	15,123		$	46,212		$	(2,674	)	$	48,886



Earnings per common share
Basic	$	0.61		$	(0.14	)	$	0.75		$	2.64		$	(0.15	)	$	2.79
Diluted	$	0.61		$	(0.14	)	$	0.75		$	2.64		$	(0.15	)	$	2.79


Supplemental Financial Information
Consolidated Condensed Statement of Operations
(Unaudited - dollars in thousands except share data)

	Three Months Ended
As Reported	December 31, 2025			September 30, 2025			June 30, 2025

Interest income	$	55,741		$	55,240		$	56,271
Interest expense		19,290			20,695			21,457
Net interest income		36,451			34,545			34,814
Provision for credit losses		724			378			1,171
Provision for unfunded commitments		(139	)		(178	)		(146	)
Net interest income after provision		35,866			34,345			33,789
Non-interest income		9,884			9,633			6,589
Non-interest expense		31,003			28,327			27,482
Income before taxes		14,747			15,651			12,896
Income tax expense		2,480			2,891			1,881
Net income	$	12,267		$	12,760		$	11,015

Earnings per common share
Basic	$	0.61		$	0.68		$	0.71
Diluted	$	0.61		$	0.68		$	0.71
Net Interest Margin		3.69	%		3.58	%		3.64	%

As Adjusted
Interest income	$	55,741		$	55,240		$	54,650
Interest expense		19,290			20,695			21,457
Net interest income		36,451			34,545			33,193
Provision for credit losses		724			378			1,171
Provision for unfunded commitments		(139	)		(178	)		(146	)
Net interest income after provision		35,866			34,345			32,168
Non-interest income		9,884			9,633			7,633
Non-interest expense		27,579			27,663			27,793
Income before taxes		18,171			16,315			12,008
Income tax expense		3,048			3,001			1,750
Net income	$	15,123		$	13,314		$	10,258

Earnings per common share
Basic	$	0.75		$	0.71		$	0.66
Diluted	$	0.75		$	0.71		$	0.66
Net Interest Margin		3.69	%		3.58	%		3.47	%


	Three Months Ended
Non-Recurring Adjustments	December 31, 2025			September 30, 2025			June 30, 2025
Interest income	$	-		$	-		$	1,621
Interest expense		-			-			-
Net interest income		-			-			1,621
Provision for credit losses		-			-			-
Provision for unfunded commitments		-			-			-
Net interest income after provision		-			-			1,621
Non-interest income		-			-			(1,044	)
Non-interest expense		3,424			664			(311	)
Income before taxes		(3,424	)		(664	)		888
Income tax expense		(568	)		(110	)		131
Net income	$	(2,856	)	$	(554	)	$	757

Earnings per common share
Basic	$	(0.14	)	$	(0.03	)	$	0.05
Diluted	$	(0.14	)	$	(0.03	)	$	0.05
Net Interest Margin		0.00	%		0.00	%		0.17	%

Non-recurring adjustments summary:

Fourth-Quarter 2025

The quarter ended December 31, 2025 was negatively impacted by non-recurring adjustments related to acquisition related expenses in conjunction with the previously announced merger with The Farmers Savings Bank that successfully closed in the fourth quarter of 2025. The expenses impacted net income for the quarter ended December
31, 2025 by approximately $3.4 million on a pre-tax basis.

Third-Quarter 2025

The quarter ended September 30, 2025 was negatively impacted by non-recurring adjustments related to acquisition related expenses in conjunction with the previously announced merger with The Farmers Savings Bank that is successfully closed in the fourth quarter of 2025. The expenses impacted net income for the quarter ended September 30, 2025 by approximately $0.7 million on a pre-tax basis.

Second-Quarter 2025

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 of 2025, which positively impacted net
income for the quarter ended June 30, 2025 by approximately $0.6 million on a pre-tax basis, and the release of a reserve established in the third-quarter of 2024 for a reconciling item associated with a system conversion, which positively impacted net income for the quarter ended June 30, 2025 by approximately $0.3 million on a pre-tax basis.