Form 8-K

8-K — CIVISTA BANCSHARES, INC.

Accession: 0001193125-26-313253

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0000944745

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — civb-20260723.htm (Primary)

EX-99.1 (civb-ex99_1.htm)

GRAPHIC (img12893331_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: civb-20260723.htm · Sequence: 1

8-K

0000944745false00009447452026-07-232026-07-23

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): July 23, 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 July 23, 2026, Civista Bancshares, Inc. announced preliminary unaudited earnings for the three and six-month period ended June 30, 2026. 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 six-month period ended June 30, 2026

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:

July 23, 2026

By:

/s/ Ian Whinnem

Ian Whinnem,

Senior Vice President & Chief Financial Officer

EX-99.1

Filename: civb-ex99_1.htm · Sequence: 2

EX-99.1

EXHIBIT 99.1

Civista Bancshares, Inc. Announces Second-Quarter 2026 Net Income of $14.3 million, up $3.3 million from Second-Quarter 2025

Sandusky, Ohio, July 23, 2026 /PRNewswire/– Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) today reported net income of $14.3 million, or $0.69 per common share, for the quarter ended June 30, 2026. The results of the periods presented include the impact of The Farmers Savings Bank ("FSB") merger since November 7, 2025.

•

Net income for the second-quarter of 2026 of $14.3 million, a $3.3 million or 30.0% increase compared to $11.0 million for the second-quarter 2025, but down $0.7 million or 4.5% compared to $15.0 million for the first-quarter 2026.

•

Net interest margin expanded 25 basis points year-over-year to 3.89% while cost of funds declined 37 basis points.

•

Diluted earnings per common share were $0.69 for the second quarter of 2026, compared to $0.71 for the second quarter of 2025. The modest decrease primarily reflects the additional shares issued in connection with the FSB merger and common stock offering completed during the second-half of 2025.

•

Pre-Provision Net Revenue (PPNR) for the second quarter of 2026 was $18.9 million, compared to $17.4 million in the first quarter of 2026 and $13.9 million for the second quarter of 2025.

•

Cost of funds of 194 basis points for the second-quarter of 2026, 37 basis points lower than the 232 basis points cost of funds for the second-quarter of 2025, and 2 basis points lower than the 196 basis points in first-quarter 2026.

•

Cost of deposits of 183 basis points for the second-quarter of 2026, down 13 basis points compared to 196 basis points in the second-quarter of 2025, but 2 basis points higher than the 181 basis points in the first-quarter of 2026.

•

Brokered deposits declined $25.0 million linked quarter and $52.0 million since year-end 2025 as Civista continued optimizing its funding mix and reducing higher-cost funding sources.

•

Total loans increased $25.2 million, or 0.8%, in the second quarter of 2026 compared to the first quarter of 2026.

•

Return on Assets of 1.34%, compared to 1.06% for the second quarter of 2025.

•

Leadership Transition: As previously announced, Dennis Shaffer will be retiring as President and Chief Executive Officer effective August 28, 2026. Chuck Parcher will succeed Shaffer as President and Chief Executive Officer, ensuring a planned and orderly leadership transition.

CEO Commentary:

"Civista delivered a strong second quarter and first half of 2026, reflecting continued execution of our strategy and the strength of our balance sheet," said Dennis Shaffer, President and Chief Executive Officer of Civista Bancshares, Inc. "During the quarter, net interest margin expanded, funding costs continued to improve, credit quality remained stable, and our efficiency ratio improved significantly from a year ago. These results demonstrate the benefits of disciplined balance sheet management and our ongoing focus on operational excellence."

"While the operating environment remains dynamic, our team continues to execute with a focus on prudent growth, sound risk management, strong customer relationships, and long-term shareholder value creation. We remain encouraged by the strength of our core banking franchise, the quality of our customer base, and the opportunities across our markets."

"This quarter also marks my final earnings release as Chief Executive Officer of Civista Bancshares. Serving our customers, communities, shareholders, and employees has been one of the great privileges of my career. I am deeply grateful to our employees for their dedication, to our Board of Directors for their guidance and support, and to our customers for the trust they have placed in Civista throughout the years."

"As we prepare for our leadership transition in August, I am confident that Civista's future is bright. Chuck Parcher is an exceptional leader who understands our culture, our markets, and our commitment to community banking. With a talented leadership team, a strong capital position, and a clear strategic direction, Civista is well positioned for continued growth and success in the years ahead."

Results of Operations:

For the three-month periods ended June 30, 2026, March 31, 2026 and June 30, 2025.

The results of the periods reflect the inclusion of FSB merger since November 7, 2025.

Second-Quarter 2026 Highlights

•

Net income of $14.3 million, a $3.3 million or 30% increase compared to $11.0 million for the second quarter 2025, but down $0.7 million or 4.5% compared to the $15.0 million for the first quarter of 2026.

•

Pre-Provision Net Revenue (PPNR) for the second quarter of 2026 was $18.9 million, compared to $17.4 million in the first quarter of 2026 and $13.9 million for the second quarter of 2025.

•

Net interest margin (tax‑equivalent) expanded to 3.89% during the second quarter of 2026, increasing 25 basis points year‑over‑year, reflecting lower funding costs and disciplined balance‑sheet management.

•

Net interest income of $38.6 million, up $3.8 million or 10.9% compared to the second quarter of 2025, and up $0.8 million or 2.0% compared to the first quarter of 2026.

•

Total loans increased $25.2 million, or 0.8%, in the second quarter of 2026 compared to the first quarter of 2026.

•

Brokered deposits declined $25.0 million linked quarter and $52.0 million since year-end 2025 as Civista continued optimizing its funding mix and reducing higher-cost funding sources.

•

Efficiency ratio for the second quarter of 2026 was 58.2%, compared to 64.5% for the second quarter of 2025.

•

Return on Assets of 1.34%, compared to 1.06% for the second quarter of 2025.

•

Net charge-offs totaled $0.1 million during the quarter.

•

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

•

Tangible book value per share increased 6.0% from December 31, 2025, to $20.43 at June 30, 2026

•

Declared a quarterly cash dividend of $0.18 per share, consistent with the first quarter 2026.

•

Based on the June 30, 2026 closing share price of $28.22, the $0.18 quarterly dividend represents an annualized yield of 2.55% and a payout ratio of 26.14%.

Assets

Total assets at June 30, 2026, were $4.3 billion, unchanged from March 31, 2026.

•

Loan and lease balances increased $25.2 million, or 0.8% since March 31, 2026.

•

Real Estate Construction loans increased $11.2 million since March 31, 2026, mainly due to seasonal construction patterns that typically see their lowest activity in the first quarter and a ramp up in activity starting in the second quarter.

•

Residential Real Estate increased $14.5 million since March 31, 2026 reflecting increased demand for new originations.

Deposits & Borrowings

Total deposits at June 30, 2026, were $3.5 billion, a decrease of $43.6 million, or 1.2% from March 31, 2026. Total deposits declined modestly due primarily to seasonal public fund fluctuations and continued reduction of higher-cost brokered deposits.

•

Interest-bearing demand deposits decreased $38.5 million from March 31, 2026, primarily due to decreases of $29.0 million and $9.7 million in interest-bearing public funds and retail interest-bearing demand deposits, respectively, slightly offset by an increase of $1.7 million in jumbo demand deposits.

•

Savings and money markets decreased $20.2 million from March 31, 2026, primarily due to decreases of $10.5 million, $10.2 million, and $4.6 million, in ICS money market deposits, retail money market deposits, and statement savings, respectively, slightly offset by an increase of $3.2 million in business money market deposits.

•

Time deposits increased $50.7 million from March 31, 2026, primarily due to increases of $29.2 million, $16.3 million, and $5.7 million in jumbo CDs, retail CDs, and CDARS, respectively.

•

Brokered deposits totaled $350.1 million at June 30, 2026, which included brokered certificates of deposit of $350.0 million and brokered money markets of $0.1 million. Brokered deposits decreased $25.0 million from March 31, 2026, reflecting management's continued efforts to reduce higher cost brokered deposits.

•

FHLB short-term advances totaled $123.5 million on June 30, 2026, up $23.5 million from March 31, 2026.

Net Interest Income and Net Interest Margin

Net interest income increased $3.8 million, or 10.9%, for the second quarter of 2026, compared to the same period last year. In the second quarter of 2025, net interest income was increased by $1.6 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion.

•

Interest income increased $0.3 million year over year, primarily reflecting growth in average interest‑earning assets, mostly offset by the non-recurring adjustment discussed above in the second quarter of 2025.

•

Interest expense decreased $3.5 million year over year, mainly due to lower borrowing costs from reduced short‑term FHLB advances coupled with strategic time deposit pricing.

•

Net interest margin increased 25 basis points to 3.89% for the second quarter of 2026, compared to 3.64% for the same period last year, reflecting disciplined deposit pricing, a reduced reliance on higher‑cost wholesale funding, and favorable repricing dynamics, partially offset by pressure from changes in asset mix.

Net interest income increased $8.8 million, or 13.1%, for the six months ended June 30, 2026, compared to the same period last year. For the six months ended June 30, 2025, net interest income was increased by $1.6 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion.

•

Interest income increased $2.4 million for the six-months ended June 30, 2026, compared to the same period last year, attributed to average interest-earning assets increasing $176.4 million, slightly offset by a 10-basis point decrease in asset yield.

•

Interest expense decreased $6.5 million for the six months ended June 30, 2026, compared to the same period last year. This was due to a 104-basis point reduction in higher cost short-term FHLB borrowings coupled with a 48-basis point drop in time deposits, mostly offset by $235.2 million average balance growth in interest-bearing deposits.

•

Net interest margin increased 30-basis points to 3.87% for the six months ended June 30, 2026, compared to 3.57% for the same period last year.

Credit

Provision for credit losses (including provision for unfunded commitments) increased $0.8 million for the second quarter of 2026 to $1.8 million compared to $1.0 million for the same period last year.

•

Civista recorded net charge-offs of $0.1 million for the second quarter of 2026 compared to net charge-offs of $1.0 million for the same period last year.

•

The allowance for credit losses to loans ratio was 1.28% at June 30, 2026, compared to 1.28% at June 30, 2025, and 1.28% at December 31, 2025.

•

The allowance for credit losses was $41.7 million at June 30, 2026, compared to $40.5 million at June 30, 2025, and $42.0 million at December 31, 2025.

•

Non-performing assets at June 30, 2026, were $30.5 million, a decrease of $0.8 million or 2.6%, from December 31, 2025. The non-performing assets to assets ratio was 0.71% and 0.72% at June 30, 2026 and December 31, 2025, respectively.

•

The allowance for credit losses to non-performing loans increased slightly to 136.8% at June 30, 2026, from 134.2% at December 31, 2025.

Non-interest Income

Non-interest income for the second quarter of 2026 totaled $9.0 million, an increase of $2.4 million or 36.7%, when compared to the same period last year. In the second quarter of 2025, noninterest income was reduced 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 second quarter of 2026, compared to the same period last year, primarily from higher business service charges and retail overdraft fees.

•

Net gain on sale of loans increased $0.7 million for the second quarter of 2026, compared to the same period last year, due to favorable secondary market conditions resulting in higher sales volumes for both loans and leases.

•

Lease revenue and residual income increased $0.9 million for the second quarter of 2026 compared to the same period last year due to the non-recurring adjustment discussed above. Excluding the non-recurring adjustment, lease revenue and residual income was relatively unchanged year-over-year.

Noninterest income totaled $18.4 million, an increase of $4.0 million or 27.6%, when compared to the same period last year. For the six months ended June 30, 2025, noninterest income was reduced by $1.0 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion.

•

Service charges increased $0.5 million for the six months ended June 30, 2026, compared to the same period last year, primarily from higher business service charges and retail overdraft fees.

•

Net gain on sale of loans increased $1.7 million for the six months ended June 30, 2026, compared to the same period last year. Secondary market sales volumes increased due to favorable secondary market conditions coupled with disciplined pricing strategies on both the loan and lease gain on sale margins.

•

Lease revenue and residual income increased $0.6 million for the six months ended June 30, 2026, compared to the same period last year, due to the non-recurring adjustment discussed above. Excluding the non-recurring adjustment, lease revenue and residual income was down slightly year-over-year resulting from increased origination volume offset by lower residual income.

•

Other income increased $0.6 million for the six months ended June 30, 2026, compared to the same period last year. Income from the Company's captive insurance subsidiary, CIVB Risk Management, recorded $0.5 million of income in the first quarter of 2026 related to the closure of three claims without payment, resulting in a reduction of ceded reserves.

Non-interest Expense

Non-interest expense for the second quarter of 2026 totaled $28.7 million, an increase of $1.2 million or 4.3%, when compared to the same period last year. In the second quarter of 2025, noninterest expense was reduced by $0.3 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion. These expenses are recorded in equipment expense of $0.1 million and other noninterest expense of $0.2 million.

•

Compensation expense increased $0.7 million for the second quarter of 2026, compared to the same period last year, primarily due to increases in salaries and medical expenses associated with a higher number of full-time equivalent (FTE) employees year-over-year.

•

The quarter-to-date average number of FTE employees was 549 at June 30, 2026, compared with an average number of 526 for the same period in 2025.

•

FDIC assessment decreased $0.3 million for the second quarter of 2026, compared to the same period last year, mainly due to an improvement in Civista's risk-based assessment rate, reflecting favorable trends in regulatory ratios and supervisory metrics used in the FDIC's pricing methodology.

•

Professional fees decreased $0.6 million for the second quarter of 2026, compared to the same period last year, mainly due to utilizing consultants in 2025 to assist in transitioning Civista Leasing and Finance Division to a new core processing system.

•

Amortization of intangibles increased $0.4 million for the second quarter of 2026, compared to the same period last year due to the merger of FSB that closed in November 2025.

•

The efficiency ratio was 58.2% for the quarter ended June 30, 2026, compared to 64.5% for the same period last year. The change in the efficiency ratio is primarily due to a 10.9% increase in net interest income and a 36.7% increase in non-interest income, slightly offset by a 4.3% increase in non-interest expenses.

Noninterest expense totaled $58.5 million, an increase of $3.9 million or 7.2%, when compared to the same period last year. For the six months ended June 30, 2026, noninterest expense was increased by $0.4 million from non-recurring adjustments related to acquisition expenses from the merger with FSB that closed in November 2025. These expenses are recorded in other noninterest expenses. For the six months ended June 30, 2025, noninterest expense was reduced by $0.3 million from non-recurring adjustments resulting from the Civista Leasing and Finance Division core system conversion. These expenses are recorded in equipment expense of $0.1 million and other noninterest expense of $0.2 million.

•

Compensation expense increased $2.9 million for the six months ended June 30, 2026, compared to the same period last year, primarily due to increases in salaries and medical expenses associated with a higher number of full-time equivalent (FTE) employees year-over-year.

•

The year-to-date average number of FTE employees was 548 at June 30, 2026, compared with an average number of 523 for the same period in 2025.

•

FDIC assessment decreased $0.7 million for the six months ended June 30, 2026, compared to the same period last year, mainly due to an improvement in Civista's risk-based assessment rate, reflecting favorable trends in regulatory ratios and supervisory metrics used in the FDIC's pricing methodology.

•

Professional fees decreased $1.1 million for the six months ended June 30, 2026, 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.

•

Amortization of intangibles increased $0.7 million for the six months ended June 30, 2026, compared to the same period last year due to the merger of FSB that closed in November 2025.

•

The efficiency ratio was 59.1% for the six months ended June 30, 2026, compared to 64.7% for the same period last year. The change in the efficiency ratio is primarily due to a 13.1% increase in net interest income and a 27.6% increase in noninterest income, somewhat offset by a 7.2% increase in noninterest expenses.

Taxes

Civista’s effective income tax rate for the second quarter of 2026 was 16.7% compared to 14.6% for the same period last year.

Civista’s effective income tax rate for the six months ended June 30, 2026, was 16.7% compared to 14.7% in the same period last year.

Capital

Total shareholders’ equity at June 30, 2026, totaled $566.8 million, an increase of $23.3 million from December 31, 2025. This resulted from an increase of $21.8 million in retained earnings coupled with a decrease in accumulated other comprehensive loss of $0.6 million resulting from the change in the unrealized loss on available-for-sale securities portfolio.

Civista did not repurchase any shares in the first six months ended June 30, 2026, as the current repurchase plan is set to expire in April 2027. For the six months ended June 30, 2026, Civista liquidated 14,504 shares held by employees, at an average price of $21.94 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 second quarter of 2026 at 1:00 p.m. ET on Thursday, July 23, 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. second quarter 2026 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, 2025, 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. Certain non-GAAP financial measures discussed earlier in this release, including efficiency ratio, net interest margin, tangible book value per share, and related ratios, are identified in the accompanying 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 June 30,

2026

2025

Average

Yield/

Average

Yield/

Assets:

balance

Interest

rate *

balance

Interest

rate *

Interest-earning assets:

Loans **

3,243,955

49,887

6.17

3,136,091

49,972

6.39

Taxable securities ***

417,924

3,908

3.51

404,104

3,751

3.42

Non-taxable securities ***

278,152

2,278

3.90

277,931

2,338

3.88

Interest-bearing deposits in other banks

52,919

474

3.59

23,243

210

3.61

Total interest-earning assets ***

3,992,950

56,547

5.67

3,841,369

56,271

5.84

Noninterest-earning assets:

Cash and due from financial institutions

34,901

40,329

Premises and equipment, net

38,277

44,687

Accrued interest receivable

14,267

13,919

Intangible assets

142,469

132,887

Bank owned life insurance

63,680

63,302

Other assets

52,725

59,948

Less allowance for loan losses

(40,734

)

(40,546

)

Total Assets

4,298,535

4,155,895

Liabilities and Shareholders' Equity:

Interest-bearing liabilities:

Demand and savings

1,690,167

5,997

1.42

1,551,856

5,632

1.46

Time

1,091,478

9,897

3.64

986,644

9,926

4.04

Short-term FHLB borrowings

107,823

838

3.12

412,545

4,603

4.48

Long-term FHLB borrowings

644

2.85

1,260

2.57

Other borrowings

3,421

11.38

5,874

123

8.40

Subordinated debentures

104,293

1,120

4.31

104,145

1,165

4.49

Total interest-bearing liabilities

2,997,826

17,954

2.40

3,062,324

21,457

2.81

Non-interest-bearing deposits

703,040

652,092

Other liabilities

36,568

40,564

Shareholders' equity

561,101

400,915

Total Liabilities and Shareholders' Equity

4,298,535

4,155,895

Net interest income and interest rate spread

38,593

3.27

34,814

3.03

Net interest margin ***

3.89

3.64

* - Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and investments, included in the yields above, was $606 thousand and $622 thousand for the periods ended June 30, 2026 and 2025, 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 $46.7 million and $64.1 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.

Average Balance Analysis

(Unaudited - Dollars in thousands)

Six Months Ended June 30,

2026

2025

Average

Yield/

Average

Yield/

Assets:

balance

Interest

rate *

balance

Interest

rate *

Interest-earning assets:

Loans **

3,248,126

99,118

6.15

3,117,867

97,618

6.31

Taxable securities ***

425,301

7,862

3.50

400,518

7,306

3.37

Non-taxable securities ***

281,695

4,581

3.92

282,183

4,678

3.90

Interest-bearing deposits in other banks

42,898

795

3.71

21,081

402

3.84

Total interest-earning assets ***

3,998,020

112,356

5.67

3,821,649

110,004

5.77

Noninterest-earning assets:

Cash and due from financial institutions

37,004

41,758

Premises and equipment, net

39,128

45,541

Accrued interest receivable

14,232

13,744

Intangible assets

142,868

133,076

Bank owned life insurance

63,484

63,110

Other assets

52,206

59,271

Less allowance for loan losses

(41,196

)

(40,252

)

Total Assets

4,305,746

4,137,897

Liabilities and Shareholders' Equity:

Interest-bearing liabilities:

Demand and savings

1,672,887

11,427

1.38

1,565,328

11,360

1.46

Time

1,100,865

19,919

3.65

973,202

19,914

4.13

Short-term FHLB borrowings

128,127

2,186

3.44

384,224

8,532

4.48

Long-term FHLB borrowings

712

2.78

1,334

2.57

Other borrowings

3,666

169

9.32

6,150

268

8.78

Subordinated debentures

104,271

2,229

4.31

104,124

2,326

4.50

Total interest-bearing liabilities

3,010,528

35,940

2.41

3,034,362

42,417

2.82

Non-interest-bearing deposits

699,256

661,382

Other liabilities

38,422

43,174

Shareholders' equity

557,540

398,979

Total Liabilities and Shareholders' Equity

4,305,746

4,137,897

Net interest income and interest rate spread

76,416

3.26

67,587

2.95

Net interest margin ***

3.87

3.57

* - Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and investments, included in the yields above, was $1.2 million and $1.2 million for the periods ended June 30, 2026 and 2025, respectively.

** - Average balance includes nonaccrual loans

*** - 2026 and 2025 average yield on investments were calculated by adjusting the average balances of taxable and nontaxable securities by unrealized losses of $44.0 million and $61.6 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 June 30,

2026

2025

$ Change

% Change

Service charges

1,889

1,564

325

20.8

Net gain (loss) on equity securities

140

(74

)

214

289.2

Net gain on sale of loans and leases

1,501

841

660

78.5

ATM/Interchange fees

1,555

1,418

137

9.7

Wealth management fees

1,459

1,325

134

10.1

Lease revenue and residual income

1,404

525

879

167.4

Bank owned life insurance

399

386

3.4

Swap fees

(50

)

-94.3

Other

657

551

106

19.2

Total non-interest income

9,007

6,589

2,418

36.7

Non-interest income

(unaudited - dollars in thousands)

Six months ended June 30,

2026

2025

$ Change

% Change

Service charges

3,603

3,088

515

16.7

Net gain (loss) on equity securities

173

(103

)

276

268.0

Net gain on sale of loans and leases

3,106

1,445

1,661

114.9

ATM/Interchange fees

2,941

2,744

197

7.2

Wealth management fees

2,892

2,665

227

8.5

Lease revenue and residual income

3,034

2,421

613

25.3

Bank owned life insurance

789

773

2.1

Swap fees

125

(66

)

-52.8

Other

1,841

1,291

550

42.6

Total non-interest income

18,438

14,449

3,989

27.6

Non-interest expense

(unaudited - dollars in thousands)

Three months ended June 30,

2026

2025

$ Change

% Change

Compensation expense

15,737

15,011

726

4.8

Net occupancy expense

1,583

1,419

164

11.6

Contracted data processing

582

536

8.6

FDIC assessment

420

689

(269

)

-39.0

State franchise tax

599

634

(35

)

-5.5

Professional services

1,221

1,798

(577

)

-32.1

Equipment expense

1,720

1,764

(44

)

-2.5

ATM/Interchange expense

743

683

8.8

Marketing

542

289

253

87.5

Amortization of core deposit intangible

696

338

358

105.9

Software maintenance expense

1,235

1,294

(59

)

-4.6

Other

3,575

3,027

548

18.1

Total non-interest expense

28,653

27,482

1,171

4.3

Non-interest expense

(unaudited - dollars in thousands)

Six months ended June 30,

2026

2025

$ Change

% Change

Compensation expense

31,966

29,054

2,912

10.0

Net occupancy expense

3,206

3,053

153

5.0

Contracted data processing

1,312

1,103

209

18.9

FDIC Assessment

843

1,562

(719

)

-46.0

State franchise tax

1,153

1,160

)

-0.6

Professional services

2,806

3,888

(1,082

)

-27.8

Equipment expense

3,809

3,867

(58

)

-1.5

ATM/Interchange expense

1,475

1,263

212

16.8

Marketing

1,020

585

435

74.4

Amortization of core deposit intangible

1,392

670

722

107.8

Software maintenance expense

2,710

2,571

139

5.4

Other

6,834

5,832

1,002

17.2

Total non-interest expense

58,526

54,608

3,918

7.2

End of period loan and lease balances

(unaudited - dollars in thousands)

June 30,

December 31,

2026

2025

$ Change

% Change

Commercial and Agriculture

315,479

308,692

6,787

2.2

Commercial Real Estate:

Owner Occupied

389,434

385,547

3,887

1.0

Non-owner Occupied

1,229,731

1,239,017

(9,286

)

-0.7

Residential Real Estate

957,960

944,328

13,632

1.4

Real Estate Construction

265,488

285,137

(19,649

)

-6.9

Farm Real Estate

32,440

37,775

(5,335

)

-14.1

Lease financing receivable

32,665

35,103

(2,438

)

-6.9

Consumer and Other

31,707

34,447

(2,740

)

-8.0

Total Loans

3,254,904

3,270,046

(15,142

)

-0.5

End of period deposit balances

(unaudited - dollars in thousands)

June 30,

December 31,

2026

2025

$ Change

% Change

Noninterest-bearing demand

695,142

702,032

(6,890

)

-1.0

Interest-bearing demand

380,752

400,403

(19,651

)

-4.9

Savings and money market

1,271,089

1,234,593

36,496

3.0

Time deposits

761,117

727,294

33,823

4.7

Brokered deposits

350,143

402,142

(51,999

)

-12.9

Total Deposits

3,458,243

3,466,464

(8,221

)

-0.2

Allowance for Credit Losses

(dollars in thousands)

Three months ended June 30,

2026

2025

Beginning of period

40,536

40,284

Charge-offs

(174

)

(1,092

)

Recoveries

100

Provision

1,251

1,171

End of period

41,713

40,455

Allowance for Credit Losses

(dollars in thousands)

Six months ended June 30,

2026

2025

Beginning of period

42,020

39,669

Charge-offs

(980

)

(2,068

)

Recoveries

190

435

Provision

483

2,419

End of period

41,713

40,455

Allowance for Unfunded Commitments

(dollars in thousands)

Three months ended June 30,

2026

2025

Beginning of period

3,375

3,699

Provision

519

(146

)

End of period

3,894

3,553

Allowance for Unfunded Commitments

(dollars in thousands)

Six months ended June 30,

2026

2025

Beginning of period

3,236

3,380

Provision

658

173

End of period

3,894

3,553

(dollars in thousands)

June 30,

December 31,

2026

2025

Non-accrual loans

29,865

30,834

Restructured loans, accruing

549

90+ Days Past Due, Still Accruing

103

462

Total non-performing loans

30,517

31,310

Other Real Estate Owned

Total non-performing assets

30,517

31,310

Civista Bancshares, Inc.

Financial Highlights

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

Consolidated Condensed Statement of Operations

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Interest income

56,547

56,271

112,356

110,004

Interest expense

17,954

21,457

35,940

42,417

Net interest income

38,593

34,814

76,416

67,587

Provision for credit losses

1,251

1,171

483

2,419

Provision for unfunded commitments

519

(146

)

658

173

Net interest income after provision

36,823

33,789

75,275

64,995

Non-interest income

9,007

6,589

18,438

14,449

Non-interest expense

28,653

27,482

58,526

54,608

Income before taxes

17,177

12,896

35,187

24,836

Income tax expense

2,862

1,881

5,883

3,653

Net income

14,315

11,015

29,304

21,183

Net income available

to common shareholders

14,315

11,015

29,304

21,183

Dividends paid per common share

0.18

0.17

0.36

0.34

Earnings per common share

Basic

Net income

14,315

11,015

29,304

21,183

Less allocation of earnings and

dividends to participating securities

Net income available to common

shareholders - basic

14,261

10,970

29,220

21,111

Weighted average common shares outstanding

20,786,101

15,524,490

20,765,913

15,506,750

Less average participating securities

79,006

96,692

59,198

81,784

Weighted average number of shares outstanding

used to calculate basic earnings per share

20,707,095

15,427,798

20,706,715

15,424,966

Earnings per common share

Basic

0.69

0.71

1.41

1.37

Diluted

0.69

0.71

1.41

1.37

Selected financial ratios:

Return on average assets

1.34

1.06

1.37

1.03

Return on average equity

10.23

11.02

10.60

10.71

Return on average tangible common equity

13.72

16.48

14.25

16.06

Dividend payout ratio

26.14

23.96

25.51

24.89

Net interest margin (tax equivalent)

3.89

3.64

3.87

3.57

Effective tax rate

16.66

14.59

16.72

14.71

Selected Balance Sheet Items

(Dollars in thousands, except share and per share amounts)

June 30,

December 31,

2026

2025

(unaudited)

Cash and due from financial institutions

61,743

77,320

Investment in time deposits

4,125

1,165

Investment securities

670,179

684,600

Loans held for sale

8,508

7,180

Loans

3,254,904

3,270,046

Less: allowance for credit losses

(41,713

)

(42,020

)

Net loans

3,213,191

3,228,026

Other securities

28,957

25,942

Premises and equipment, net

37,417

40,611

Goodwill and other intangibles

142,018

143,538

Bank owned life insurance

63,942

63,153

Other assets

64,218

64,918

Total assets

4,294,298

4,336,453

Total deposits

3,458,243

3,466,464

Short-term Federal Home Loan Bank advances

123,500

175,000

Long-term Federal Home Loan Bank advances

561

855

Subordinated debentures

104,317

104,234

Other borrowings

3,121

4,090

Accrued expenses and other liabilities

37,771

42,336

Total liabilities

3,727,513

3,792,979

Common shares

420,922

419,769

Retained earnings

261,615

239,784

Treasury shares

(76,082

)

(75,764

)

Accumulated other comprehensive loss

(39,670

)

(40,315

)

Total shareholders' equity

566,785

543,474

Total liabilities and shareholders' equity

4,294,298

4,336,453

June 30,

December 31,

2026

2025

(unaudited)

Shares outstanding at period end

20,794,238

20,746,474

Book value per share

27.26

26.20

Equity to asset ratio

13.20

12.53

Selected asset quality ratios:

Allowance for credit losses to total loans

1.28

Non-performing assets to total assets

0.71

0.72

Allowance for credit losses to non-performing loans

136.69

134.21

Non-performing asset analysis

Nonaccrual loans

29,865

30,834

Restructured loans

549

Other real estate owned

90+ Days Past Due, Still Accruing

103

462

Total

30,517

31,310

Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

June 30,

March 31,

December 31,

September 30,

June 30,

End of Period Balances

2026

2025

Assets

Cash and due from banks

61,743

83,525

77,320

62,766

73,858

Investment in time deposits

4,125

2,880

1,165

735

715

Investment securities

670,179

682,462

684,600

657,189

645,228

Loans held for sale

8,508

6,940

7,180

8,012

10,733

Loans and leases

3,254,904

3,229,667

3,270,046

3,095,994

3,151,124

Allowance for credit losses

(41,713

)

(40,536

)

(42,020

)

(40,254

)

(40,455

)

Net Loans

3,213,191

3,189,131

3,228,026

3,055,740

3,110,669

Other securities

28,957

25,144

25,942

27,901

36,195

Premises and equipment, net

37,417

39,055

40,611

40,910

42,922

Goodwill and other intangibles

142,018

142,774

143,538

132,276

132,631

Bank owned life insurance

63,942

63,543

63,153

62,756

63,555

Other assets

64,218

62,868

64,918

65,049

69,363

Total Assets

4,294,298

4,298,322

4,336,453

4,113,334

4,185,869

Liabilities

Total deposits

3,458,243

3,501,890

3,466,464

3,230,463

3,196,207

Federal Home Loan Bank advances - short term

123,500

100,000

175,000

232,000

433,500

Federal Home Loan Bank advances - long term

561

739

855

970

1,103

Subordinated debentures

104,317

104,276

104,234

104,213

104,172

Other borrowings

3,121

3,594

4,090

4,699

5,379

Accrued expenses and other liabilities

37,771

35,580

42,336

41,961

41,371

Total liabilities

3,727,513

3,746,079

3,792,979

3,614,306

3,781,732

Shareholders' Equity

Common shares

420,922

420,488

419,769

388,458

312,589

Retained earnings

261,615

251,041

239,784

230,798

221,321

Treasury shares

(76,082

)

(76,082

)

(75,764

)

(75,760

)

(75,753

)

Accumulated other comprehensive loss

(39,670

)

(43,204

)

(40,315

)

(44,468

)

(54,020

)

Total shareholders' equity

566,785

552,243

543,474

499,028

404,137

Total Liabilities and Shareholders' Equity

4,294,298

4,298,322

4,336,453

4,113,334

4,185,869

Shares outstanding at period end

20,794,238

20,783,348

20,746,474

19,312,726

15,529,342

Book value per share

27.26

26.57

26.20

25.84

26.02

Equity to asset ratio

13.20

12.85

12.53

12.13

9.65

June 30,

March 31,

December 31,

September 30,

June 30,

2026

2025

Selected asset quality ratios:

Allowance for credit losses to total loans

1.28

1.26

1.28

1.30

1.28

Non-performing assets to total assets

0.71

0.70

0.72

0.55

Allowance for credit losses to non-performing loans

136.69

134.37

134.21

176.52

176.11

Non-performing asset analysis

Non-accrual loans

29,865

29,400

30,834

22,615

22,742

Restructured loans

549

538

90+ Days Past Due, Still Accruing

103

229

462

177

223

Other real estate owned

209

Total

30,517

30,167

31,310

22,804

23,181

Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

June 30,

March 31,

December 31,

September 30,

June 30,

Quarterly Average Balances

2026

2025

Assets:

Earning assets

3,992,950

4,003,144

3,939,580

3,829,484

3,841,369

Securities

696,076

718,037

694,263

676,938

682,035

Loans

3,243,955

3,252,342

3,197,327

3,128,033

3,136,091

Liabilities and Shareholders' Equity

Total deposits

3,484,685

3,461,202

3,424,018

3,237,025

3,190,592

Interest-bearing deposits

2,781,645

2,765,773

2,717,751

2,574,153

2,538,500

Other interest-bearing liabilities

216,181

257,599

256,899

383,305

523,824

Total shareholders' equity

561,101

553,940

525,673

472,993

400,915

Supplemental Financial Information

(Unaudited - dollars in thousands)

June 30,

March 31,

December 31,

September 30,

June 30,

End of period loan and lease balances

2026

2025

Commercial and Agriculture

315,479

310,400

308,692

302,407

338,598

Commercial Real Estate:

Owner Occupied

389,434

390,786

385,547

384,176

378,248

Non-owner Occupied

1,229,731

1,232,781

1,239,017

1,216,031

1,263,612

Residential Real Estate

957,960

943,425

944,328

842,362

815,408

Real Estate Construction

265,488

254,254

285,137

278,163

277,643

Farm Real Estate

32,440

32,700

37,775

23,713

23,866

Lease financing receivable

32,665

32,693

35,103

38,960

42,758

Consumer and Other

31,707

32,628

34,447

10,182

10,991

Total Loans

3,254,904

3,229,667

3,270,046

3,095,994

3,151,124

Supplemental Financial Information

(Unaudited - dollars in thousands)

June 30,

March 31,

December 31,

September 30,

June 30,

End of period deposit balances

2026

2025

Noninterest-bearing demand

695,142

703,778

702,032

651,934

647,609

Interest-bearing demand

380,752

419,295

400,403

415,620

433,089

Savings and money market

1,271,089

1,291,253

1,234,593

1,129,985

1,100,660

Time deposits

761,117

710,423

727,294

601,757

560,702

Brokered deposits

350,143

377,141

402,142

431,167

454,147

Total Deposits

3,458,243

3,501,890

3,466,464

3,230,463

3,196,207

Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

Three Months Ended

June 30,

March 31,

December 31,

September 30,

June 30,

Income statement

2026

2025

Total interest and dividend income

56,547

55,809

55,741

55,240

56,271

Total interest expense

17,954

17,986

19,290

20,695

21,457

Net interest income

38,593

37,823

36,451

34,545

34,814

Provision for credit losses

1,251

(768

)

724

378

1,171

Provision for unfunded commitments

519

139

(139

)

(178

)

(146

)

Non-interest income

9,007

9,431

9,884

9,633

6,589

Non-interest expense

28,653

29,873

31,003

28,327

27,482

Income before taxes

17,177

18,010

14,747

15,651

12,896

Income tax expense

2,862

3,021

2,480

2,891

1,881

Net income

14,315

14,989

12,267

12,760

11,015

Net income available to common shareholders

14,315

14,989

12,267

12,760

11,015

Pre-Provision Net Revenue (PPNR)

18,947

17,381

15,332

15,851

13,921

Per share data

Earnings per common share

Basic

Net income

14,315

14,989

12,267

12,760

11,015

Less allocation of earnings and

dividends to participating securities

Net income available to common shareholders - basic

14,261

14,961

12,219

12,699

10,970

Weighted average common shares outstanding

20,786,101

20,745,499

20,185,285

18,767,307

15,524,490

Less average participating securities

79,006

39,169

90,281

91,743

96,692

Weighted average number of shares outstanding used to calculate basic earnings per share

20,707,095

20,706,330

20,095,004

18,675,564

15,427,798

Earnings per common share

Basic

0.69

0.72

0.61

0.68

0.71

Diluted

0.69

0.72

0.61

0.68

0.71

Common shares dividend paid

3,741

3,732

3,283

2,638

Dividends paid per common share

0.18

0.17

Three Months Ended

June 30,

March 31,

December 31,

September 30,

June 30,

Selected financial ratios

2026

2025

Return on average assets

1.34

1.41

1.14

1.22

1.06

Return on average equity

10.23

10.97

9.26

10.70

11.02

Return on average tangible common equity

13.72

14.64

12.72

15.03

16.48

Dividend payout ratio

26.14

24.91

27.97

25.00

23.96

Net interest margin (tax equivalent)

3.89

3.85

3.69

3.58

3.64

Effective tax rate

16.66

16.77

16.82

18.47

14.59

Supplemental Financial Information

(Unaudited - dollars in thousands)

Three Months Ended

June 30,

March 31,

December 31,

September 30,

June 30,

Non-interest income

2026

2025

Service charges

1,889

1,714

1,706

1,667

1,564

Net gain (loss) on equity securities

140

120

255

(74

)

Net gain on sale of loans and leases

1,501

1,605

1,594

1,450

841

ATM/Interchange fees

1,555

1,386

1,722

1,435

1,418

Wealth management fees

1,459

1,433

1,473

1,402

1,325

Lease revenue and residual income

1,404

1,630

1,518

1,934

525

Bank owned life insurance

399

390

397

666

386

Swap fees

150

Other

657

1,184

1,204

824

551

Total non-interest income

9,007

9,431

9,884

9,633

6,589

Supplemental Financial Information

(Unaudited - dollars in thousands)

Three Months Ended

June 30,

March 31,

December 31,

September 30,

June 30,

Non-interest expense

2026

2025

Compensation expense

15,737

16,229

14,526

15,161

15,011

Net occupancy expense

1,583

1,623

1,410

1,466

1,419

Contracted data processing

582

730

672

559

536

FDIC assessment

420

423

493

627

689

State franchise tax

599

554

343

536

634

Professional services

1,221

1,585

1,467

1,225

1,798

Equipment expense

1,720

2,089

2,032

2,205

1,764

ATM/Interchange expense

743

732

710

755

683

Marketing

542

478

410

391

289

Amortization of core deposit intangible

696

576

318

338

Software maintenance expense

1,235

1,475

1,411

1,480

1,294

Other

3,575

3,259

6,953

3,604

3,027

Total non-interest expense

28,653

29,873

31,003

28,327

27,482

Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

Three Months Ended

June 30,

March 31,

December 31,

September 30,

June 30,

Asset quality

2026

2025

Allowance for credit losses:

Beginning of period

40,536

42,020

40,254

40,455

40,284

CECL Day 1 Adjustment FSB

1,960

Charge-offs

(174

)

(806

)

(1,064

)

(662

)

(1,092

)

Recoveries

100

146

Provision

1,251

(768

)

724

378

1,171

End of period

41,713

40,536

42,020

40,254

40,455

Allowance for unfunded commitments:

Beginning of period

3,375

3,236

3,375

3,553

3,699

Charge-offs

Recoveries

Provision

519

139

(139

)

(178

)

(146

)

End of period

3,894

3,375

3,236

3,375

3,553

Ratios

Allowance to total loans

1.28

1.26

1.28

1.30

1.28

Allowance to nonperforming assets

136.69

134.37

134.21

176.52

174.52

Allowance to nonperforming loans

136.69

134.37

134.21

176.52

176.11

Nonperforming assets

Non-accrual loans

29,865

29,400

30,834

22,615

22,742

Restructured loans

549

538

90+ Days Past Due, Still Accruing

103

229

462

177

223

Total non-performing loans

30,517

30,167

31,310

22,804

22,972

Other Real Estate Owned

209

Total non-performing assets

30,517

30,167

31,310

22,804

23,181

Three Months Ended

June 30,

March 31,

December 31,

September 30,

June 30,

Capital and liquidity

2026

2025

Tier 1 leverage ratio

11.87

11.57

11.32

10.96

8.80

Tier 1 risk-based capital ratio

15.33

15.12

14.51

14.19

11.18

Total risk-based capital ratio

18.86

18.67

18.02

17.80

14.73

Tangible common equity ratio (1)

10.23

9.85

9.54

9.21

6.70

(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)

June 30,

March 31,

December 31,

September 30,

June 30,

2026

2025

Tangible Common Equity

Total Shareholder's Equity - GAAP

566,785

552,243

543,474

499,028

404,137

Less: Preferred Equity

Less: Goodwill and intangible assets

142,018

142,774

143,538

132,276

132,631

Tangible common equity (Non-GAAP)

424,767

409,469

399,936

366,752

271,506

Total Shares Outstanding

20,794,238

20,783,348

20,746,474

19,312,726

15,529,342

Tangible book value per share

20.43

19.70

19.28

18.99

17.48

Tangible Assets

Total Assets - GAAP

4,294,298

4,298,322

4,336,453

4,113,334

4,185,869

Less: Goodwill and intangible assets

142,018

142,774

143,538

132,276

132,631

Tangible assets (Non-GAAP)

4,152,280

4,155,548

4,192,915

3,981,058

4,053,238

Tangible common equity to tangible assets

10.23

9.85

9.54

9.21

6.70

Reconciliation of Non-GAAP Financial Measures

(Unaudited - dollars in thousands except share data)

Three Months Ended

Six Months Ended

June 30,

Efficiency ratio (non-GAAP):

2026

2025

2026

2025

Noninterest expense (GAAP)

28,653

27,482

58,526

54,608

Less: Amortization of intangible assets expense

696

339

1,392

670

Less: Acquisition related expenses

427

Noninterest expense (non-GAAP)

27,957

27,143

56,707

53,933

Net interest income (GAAP)

38,593

34,814

76,416

67,587

Plus: Taxable equivalent adjustment

606

621

1,218

1,243

Noninterest income (GAAP)

9,007

6,589

18,438

14,449

Less: Net gains (losses) on equity securities

140

(74

)

173

(103

)

Net interest income (FTE) plus non-interest income (non-GAAP)

48,066

42,098

95,899

83,382

Efficiency ratio (non-GAAP)

58.2

64.5

59.1

64.7

Reconciliation of Non-GAAP Financial Measures

(Unaudited - dollars in thousands except share data)

Three Months Ended

June 30,

March 31,

December 31,

September 30,

June 30,

Efficiency ratio (non-GAAP):

2026

2025

Noninterest expense (GAAP)

28,653

29,873

31,003

28,327

27,482

Less: Amortization of intangible assets expense

696

576

318

339

Less: Acquisition related expenses

427

3,424

664

Noninterest expense (non-GAAP)

27,957

28,750

27,003

27,345

27,138

Net interest income (GAAP)

38,593

37,823

36,451

34,545

34,814

Plus: Taxable equivalent adjustment

606

612

620

618

621

Noninterest income (GAAP)

9,007

9,431

9,884

9,633

6,589

Less: Net gains (losses) on equity securities

140

120

255

(74

)

Net interest income (FTE) plus non-interest income (non-GAAP)

48,066

47,833

46,835

44,541

42,098

Efficiency ratio (non-GAAP)

58.2

60.1

57.7

61.4

64.5

Three Months Ended

June 30,

March 31,

December 31,

September 30,

June 30,

Net interest margin (non-GAAP):

2026

2025

Net interest income (GAAP)

38,593

37,823

36,451

34,545

34,814

Tax-equivalent adjustment

606

612

620

618

621

Net interest income (tax-equivalent)

39,199

38,435

37,071

35,163

35,435

Average earning assets (GAAP)

3,992,950

4,003,144

3,939,580

3,829,484

3,841,369

Unrealized loss adjustment

46,706

41,288

46,944

62,947

64,110

Adjusted average earning assets

4,039,656

4,044,432

3,986,524

3,892,431

3,905,479

Net interest margin (Non-GAAP)

3.89

3.85

3.69

3.58

3.64

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