CIVISTA BANCSHARES, INC. (NASDAQ:CIVB) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On February21, 2017, Civista Bancshares, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Keefe, Bruyette Woods, Inc. and Sandler ONeill
Partners, L.P. (the Representatives), as representatives of the
several underwriters named therein (the Underwriters), relating
to the public offer and sale of 1,400,000 common shares, without
par value, of the Company (the Common Shares), at a public
offering price of $21.75 per share. to the Underwriting
Agreement, the Company also granted the Underwriters an option to
purchase up to an additional 210,000 Common Shares, and, as of
this time, the Underwriters have not elected to exercise the
option. The Company estimates that the net proceeds from the
offering will be approximately $28.5 million, after deducting
underwriting discounts and commissions and estimated offering
expenses that are payable by the Company. The offering is
expected to close on or about February24, 2017, subject to
satisfaction of customary closing conditions.

The offer and sale of the common shares were registered under the
Securities Act of 1933, as amended, to a shelf registration
statement on Form S-3 (File No.333-205828) which was first filed
with the Securities and Exchange Commission on July23, 2015 (the
Registration Statement). The offer and sale of the common shares
are described in the Companys prospectus, constituting a part of
the Registration Statement, as supplemented by a final prospectus
supplement dated February21, 2017.

The Underwriting Agreement contains customary representations,
warranties and covenants between the parties, conditions to
closing, indemnification obligations and termination provisions.
These representations, warranties and covenants contained in the
Underwriting Agreement: (i)were made only for purposes of the
Underwriting Agreement and as of specific dates; (ii) were solely
for the benefit of the parties to the Underwriting Agreement;
(iii) may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential
disclosures exchanged between the parties in connection with the
execution of the Underwriting Agreement; and (iv) are not
representations of factual information to investors about the
Company or its subsidiaries. The foregoing description of the
Underwriting Agreement is qualified in its entirety by reference
to the full text of the Underwriting Agreement, a copy of which
is attached as Exhibit 1.1 to this Current Report on Form 8-K
(the Report) and is incorporated herein by reference.

to the Underwriting Agreement, directors and executive officers
of the Company entered into agreements providing for a 90-day
lock-up period with respect to sales of specified securities of
the Company, subject to certain exceptions.

Certain of the Underwriters and their affiliates have provided,
and may in the future provide, various investment banking,
commercial banking and other financial services for the Company
and its affiliate, for which they have received, and may in the
future receive, customary fees.

On February21, 2017, the company issued a press release
announcing the pricing of common shares in the offering and an
expected closing date of February24, 2017. A copy of that press
release is attached hereto as Exhibit 99.1.

2

(d) Exhibits

3

About CIVISTA BANCSHARES, INC. (NASDAQ:CIVB)

Civista Bancshares, Inc. is a financial holding company. The Company, through the subsidiary bank, Civista Bank, is primarily engaged in the business of community banking. Civista Bank, located in Erie, Crawford, Champaign, Cuyahoga, Franklin, Logan, Madison, Montgomery, Summit, Huron, Ottawa and Richland Counties, Ohio, conducts a general banking business that involves collecting customer deposits, making loans, purchasing securities, and offering Trust services. The Company’s loan portfolio consists of commercial and agriculture, commercial real estate-owner occupied, commercial real estate non-owner occupied, residential real estate, real estate construction, consumer and other. Its securities are classified as available-for-sale (AFS) securities. Its deposits include non-interest-bearing demand deposits; interest-bearing demand deposits; savings account, including money market deposit accounts, and certificates of deposit, including individual retirement accounts (IRAs).

CIVISTA BANCSHARES, INC. (NASDAQ:CIVB) Recent Trading Information

CIVISTA BANCSHARES, INC. (NASDAQ:CIVB) closed its last trading session up +1.40 at 23.55 with 60,028 shares trading hands.