Form 8-K - Current report

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) November 7, 2023

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

Ohio

001-36192

34-1558688

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

( IRS Employer

Identification No.)

100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870

(Address of principle executive offices)

Registrant’s telephone number, including area code: (419) 625-4121

N/A

(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))

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 Act of 1934 (§240.12b-2 of this chapter)

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

CIVB

NASDAQ Capital Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Civista Bancshares, Inc. (“Civista”) announced today that, effective December 31, 2023, Paul J. Stark will retire as an employee and relinquish his positions as Senior Vice President of Civista and as Senior Vice President and Chief Credit Officer of Civista’s banking subsidiary, Civista Bank (the “Bank).

Michael D. Mulford joined Civista as Senior Vice President of the Bank and will assume the position of Chief Credit Officer for the Bank upon Paul’s retirement.

A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Civista Bancshares, Inc., is a $3.7 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 43 locations across Ohio, Southeastern Indiana and Northern Kentucky. Civista Leasing & Finance, a division of Civista Bank, offers commercial equipment leasing services for businesses nationwide. Civista Bancshares’ common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. Learn more at www.civb.com.

Item 9.01

Financial Statements and Exhibits

(d)	Exhibit 99.1 press release announcing the planned retirement of Paul J. Stark

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 thereunto duly authorized.


						Civista Bancshares, Inc.
						(Registrant)

Date: November 7, 2023						/s/ Todd A. Michel
						Todd A. Michel,
						Senior Vice President and Controller

Exhibit 99.1

LOGO

Civista Bancshares Announces Planned Retirement of Chief Credit Officer Paul J. Stark

Sandusky, OH November 7, 2023 — Civista Bancshares, Inc. (“Civista”) (NASDAQ: CIVB) announced that Senior Vice President and Chief Credit Officer Paul J. Stark will retire on December 31, 2023. “Paul’s insight and guidance the past 13 years has been instrumental in Civista’s continued growth,” said Dennis G. Shaffer, CEO and President of Civista Bancshares, Inc. “In preparation for Paul’s retirement, Michael D. Mulford joined Civista Bank (“Bank”) as Senior Vice President on November 6, 2023 and will assume the position of Chief Credit Officer for the Bank upon Paul’s retirement.”

Mr. Stark has served as Senior Vice President and Chief Credit Officer since 2010. He was previously Senior Vice President and Senior Vice President and Chief Credit Officer at First National Bank in Howell.

Mr. Mulford comes to Civista with 33 years of credit experience, including thirteen years as Executive Vice President, Chief Credit Officer at First Federal Bank of the Midwest ($3.5 billion in assets). After their merger with Home Savings Bank, Mike assumed the role of Executive Vice President, Chief Credit Administration Officer for the newly formed Premier Bank ($7 billion in assets) for 4 years before moving on to take the Chief Credit Officer role at Coastal Carolina Bank. Early in his career Mike spent time in various credit roles with Society Bank, Mid-Am Bank and Key Bank.

About Civista Bancshares, Inc.

For additional information, contact:

Dennis G. Shaffer

President and CEO

Civista Bancshares, Inc.

888-645-4121

Document and Entity Information	Nov. 07, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000944745
Document Type	8-K
Document Period End Date	Nov. 07, 2023
Entity Registrant Name	Civista Bancshares, Inc.
Entity Incorporation State Country Code	OH
Entity File Number	001-36192
Entity Tax Identification Number	34-1558688
Entity Address, Address Line One	100 East Water Street
Entity Address, Address Line Two	P.O. Box 5016
Entity Address, City or Town	Sandusky
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44870
City Area Code	(419)
Local Phone Number	625-4121
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common
Trading Symbol	CIVB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false