Civista Bancshares Inc美股招股说明书(2025-10-02版)

Under the terms and subject to the conditions of the Merger Agreement, each Farmers common share issued and outstanding immediately prior to the effective time of the Merger(excluding any Farmers treasury shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into the right to receive (i) $69,850 in cash and (ii)approximately 2,869Civista common shares (the “Merger Consideration”). The Merger Consideration is subject to potential adjustment under the terms of the Merger Agreement based on the closing amount ofFarmers’ shareholders equity, as calculated and adjusted in accordance with the terms of the Merger Agreement. Civista will not issue any fractional common shares in connection with the Merger. Instead, each holder of Farmers common shares who would otherwise be entitled to receive afraction of a Civista common share (after taking into account all Farmers common shares owned by such holder at the effective time of the Merger) will receive an amount in cash (rounded tothe nearest cent) determined by multiplying (i)the average, rounded to the nearest cent, of the closing sale prices of Civista common shares on the Nasdaq Capital Market for the five(5)consecutive full trading days ending on the trading day preceding the closing date by (ii)the fraction of a share (rounded to the nearestone-thousandthwhen expressed in decimal form) ofCivista common shares which such holder would otherwise be entitled to receive. Civista’s common shares are traded on the Nasdaq Capital Market under the symbol “CIVB.” On July9, 2025, the last trading day preceding the public announcement of the Merger,the closing price of Civista’s common shares was $24.72 per share. On September 29, 2025, the closing price of Civista common shares was $20.33 per share. Because the number of Civista common shares to be received for each Farmers common shares in the Merger is fixed (except for customary anti-dilution adjustments and the potentialadjustment to the mix of consideration if necessary to ensure the intended tax treatment of the Merger, as described in the Merger Agreement), when you receive Civista common shares as aportion of the Merger Consideration for your Farmers common shares, the implied value of the common share consideration that you will receive will depend on the market price of Civista’scommon shares at the time you receive your Civista common shares. The value of the Civista common shares at the time of completion of the Merger could be greater than, less than or thesame as the value of Civista common shares on the date of this proxy statement/prospectus.Accordingly, we urge you to obtain current market quotations of Civista common shares. Farmers will hold a special meeting of its shareholders at 2:00 p.m., Eastern Standard Time, on November 4, 2025, at Farmers’ main office located at 111 W. Main St., Spencer, Ohio44275. At the special meeting, Farmers’ shareholders will be asked to adopt and approve the Merger Agreement (the “Merger Proposal”). Farmers’ shareholders will also be asked to vote on aproposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the Merger Proposal. This document is a proxy statement that Farmers is using to solicit proxies for use at its special meeting of shareholders to vote on the adoption and approval of the Merger Agreement.It is also a prospectus relating to Civista’s offer and sale of its common shares in connection with the Merger. This proxy statement/prospectus describes the special meeting, the Merger Proposal and other related matters. The board of directors of Farmers unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommend thatshareholders vote “FOR” each of the proposals to be considered at the special meeting.You are encouraged to read this document, including the materials incorporated by reference into this document, carefully. In particular, you should read the “RISK FACTORS” section beginning on page21 for a discussion of the risks related to theMerger and owning Civista common shares after the Merger. Whether or not you plan to attend Farmers’ special meeting, the Farmers board urges you to vote by completing, signing and returning the enclosed proxy card in the enclosed postage-paid envelope. Not voting by proxy or at the Farmers special meeting will have the same effect as voting against the adoption and approval of the Merger Agreement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Civista common shares to be issued in the Mergeror determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The securities to be issued in connection with the Merger described in this proxy statement/prospectus are not savings accounts, deposit accounts or other obligations of any bank or sa