What Civista Bancshares, Inc. told the SEC could break it.

Civista's results of operations depend principally on net interest income — the spread between interest earned on loans/investments and interest paid on deposits and borrowings — and it cannot predict or control changes in interest rates; rate moves driven by national, regional and local economic conditions and Federal Reserve policy could compress its margin and materially affect earnings.

“Our results of operations are affected principally by net interest income, which is the difference between interest earned on loans and investments and interest expense paid on deposits and other borrowings. We cannot predict or control changes in interest rates.”

As a holding company, Civista (CBI) is separate from its bank and depends on dividends from its subsidiary bank to fund operations, common dividends and debt service, but bank dividends are regulatorily limited — only $31.6 million of net profits were available to pay to CBI without regulatory approval at year-end 2025; it also carries subordinated Notes (redeemable on/after December 1, 2026 subject to regulatory approval) and has relied on capital raises ($75.7M July 2025) and FHLB advances, creating liquidity and capital constraints.

“At December 31, 2025, Civista had $ 31,647 of net profits available to pay dividends to CBI without requiring regulatory approval.”

Civista's banking business is geographically concentrated: its lending is focused in a set of Ohio counties (Erie, Crawford, Champaign, Cuyahoga, Franklin, Huron, Lorain, Montgomery, Summit and others) plus Dearborn/Ripley counties in Indiana and Kenton County in Kentucky, with deposits drawn predominantly from those local communities; a downturn in those regional economies or real-estate markets would disproportionately raise credit losses and pressure funding.

“Our lending is concentrated in these markets and our predominant sources of deposits are the communities in which our offices are located as well as the neighboring communities.”

Civista is subject to extensive federal and state consumer-protection laws governing its customer relationships (Equal Credit Opportunity Act, Fair Credit Reporting Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Housing Act, etc.) enforced by the CFPB, and to BSA/anti-money-laundering requirements, OFAC economic/trade sanctions and the Volcker Rule; non-compliance could bring penalties, civil money penalties, attorney-general action and could block needed regulatory approvals for mergers/acquisitions.

“Civista is subject to a number of federal and state consumer protection laws that extensively govern our relationship with our customers. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settl”