Civista Bancshares Inc美股招股说明书(2025-07-10版)

preliminary prospectus supplement and the accompanying base prospectus do not constitute an offer to sell these securitiesand are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 10, 2025 Civista Bancshares, Inc. is offeringof our common shares, without par value. Our common shares are listed for trading on The Nasdaq Capital Market under thesymbol “CIVB.” On July 9, 2025, the last reported sale price of our common shares on The Nasdaq Capital Market was $24.72 per share. PerSharePublic offering price$ Proceeds, before expenses, to Civista Bancshares, Inc.$(1)The underwriters will also be reimbursed for certain expenses incurred in this offering. See “Underwriting” in this prospectus supplement for details.We have granted the underwriters the right to purchase, exercisable within a30-dayperiod, up toadditional common shares. If the underwriters exercise their body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus.Any representation to the contrary is a criminal offense.The common shares that you purchase in this offering are not deposits, savings accounts or other obligations of our bank or nonbank subsidiaries and are not The date of this prospectus supplement is July PROSPECTUS SUPPLEMENT About This Prospectus SupplementWhere You Can Find More InformationIncorporation by Reference The Offering Use of ProceedsCapitalizationCertain Material U.S. Federal Income Tax Considerations toNon-U.S.Holders of our Common Shares This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this offering of common shares and mayadd, change or update the information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, together with additional information described under the heading “Where You Can Find More reference into this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or on behalf of us. We take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell commonshares and seeking offers to buy common shares only in jurisdictions where such offers and sales are permitted. The information appearing in thisprospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanyingprospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of thoserespective documents, regardless of the time of delivery of those respective documents or sale of our common shares.Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or on behalf of the underwriters,to subscribe for and purchase any common shares and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Ourreports filed electronically with the SEC are available to the public over the Internet at the SEC’s website atwww.sec.gov. We make available, free of charge, on our website atwww.civb.com, our annual reports onForm10-K,quarterlyreports onForm10-Q,currentreportsonForm8-Kandamendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The contents of ourwebsite are not part of this prospectus supplement or the accompanying prospectus, and the reference to our website does not constitute incorporation byreference into this prospectus supplement or the accompanying prospectus of the information contained at that site, other than documents we file withthe SEC that are specifically incorporated by reference into this prospectus supplement or the accompanying prospectus, as applicable.You may request a copy of these filings, other than an exhibit to a filing (unless that exhibit is specifically incorporated by reference into that filing), atno cost, by writing to us at the following address or calling us at the following telephone number: Sandusky, Ohio 44870Telephone:(419)625-4121 The SEC allows us to “incorporate by reference” much of the information that we file with it, which means that we can disclose important informationto you by referring you to those publicly available documents. The information that we incorporate by reference is an important part of this prospectussupplement and the accompanying prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference into this accompanying prospectus t