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Civista Bancshares, Inc. (Nasdaq: CIVB) has launched a fully underwritten public offering of 3,294,120 common shares at $21.25 per share, representing a 14% discount to the July 9 closing price ($24.72). Gross proceeds will total $70.0 million; net proceeds after underwriting fees and estimated expenses are projected at $65.5 million (or $75.5 million if the 30-day 15% overallotment option is exercised). Management intends to deploy the capital for general corporate purposes, organic growth and potential strategic transactions, but no specific use has been committed.

The share issuance will increase outstanding shares from 15.52 million to 18.81 million (up 21%), with a corresponding rise in tangible capital from $312.2 million to $378.5 million. Pro-forma Tier 1 leverage at the holding company is estimated to improve roughly 70 bp to ~9.4%.

FSB acquisition framework. On July 10, 2025 Civista signed a merger agreement for The Farmers Savings Bank (FSB) for $34.9 million in cash plus ~1.43 million CIVB shares (value ~$30.4 million at the offer price). FSB holds $285 million in assets and $233 million in deposits across two northeast-Ohio branches. The deal is expected to close 4Q25, pending regulatory and shareholder approvals. Importantly, the equity raise is not contingent on the merger, and vice-versa.

Preliminary 2Q25 operating outlook (results to be released July 24):

• Total assets ~$4.2 billion; net loans ~$3.1 billion; deposits ~$3.2 billion.
• Net income projected at $10.3-$11.1 million, equal to diluted EPS of $0.67-$0.72.
• Net interest margin expected between 3.63%-3.69%.
• Non-performing assets anticipated at $24 million, down $7.2 million versus 1Q25; net charge-offs ~$1.0 million (vs. $0.6 million in 1Q25).
• Tier 1 leverage ratio forecast ~8.85% pre-offering; pro-forma post-offering ratio rises to the low-9% range.

Book value dilution is partially offset by stronger regulatory capital and prospective earnings accretion once proceeds are deployed. Shareholders face customary 90-day lock-ups, while major FSB owners are subject to additional six-month sell-down restrictions post-merger.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Airbag Autocallable Contingent Yield Notes with Memory Coupon Feature linked to the common stock of Microsoft Corporation (MSFT).

• Issue structure: $10,000 minimum denomination; one-year stated term (settlement 14-Jul-2025, maturity 14-Jul-2026) unless automatically called as early as the first monthly valuation date (11-Aug-2025).
• Contingent coupon: 14.30% p.a. (鈮� 1.1917 % monthly). Paid only if MSFT鈥檚 closing price on the relevant valuation date 鈮� coupon barrier (90 % of initial price = $453.16). Memory feature accrues unpaid coupons for future payment when the barrier is subsequently met.
• Automatic call: Notes are redeemed at par plus applicable coupons (including memory coupons) when MSFT closes 鈮� initial price ($503.51) on any monthly valuation date.
• Principal at risk: If not called and final price 鈮� conversion price ($453.16) investors receive par plus coupon(s). If final price < conversion price, investors receive share delivery amount (22.06726 MSFT shares per note, subject to adjustment), exposing them to the full market downside below the 90 % threshold; value can be substantially below par and potentially zero.
• Credit & liquidity: Unsecured, unsubordinated obligations of the issuer; payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Notes are not listed; secondary market, if any, will be made solely by CGMI on a best-efforts basis.
• Pricing & fees: Issue price 100 % of par. Estimated value on trade date 鈮� $9,865 per $10,000 note (1.35 % below issue price) reflecting structuring and hedging costs. Underwriting discount: $10 per note.
• Key dates: Strike 09-Jul-2025; trade 10-Jul-2025; monthly valuation/coupon schedule provided; final valuation 10-Jul-2026.
• Risk highlights: potential loss of some or all principal; non-payment of coupons if barrier breached; no participation in MSFT upside; high volatility sensitivity; credit risk; complex tax treatment; no FDIC insurance.

Target investors are those who (1) seek enhanced conditional income, (2) are comfortable with MSFT equity risk, (3) can tolerate principal loss and illiquidity, and (4) understand structured products.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is offering Airbag Autocallable Contingent Yield Notes with Memory Coupon Feature linked to the common stock of Microsoft Corporation (MSFT).

• Issue structure: $10,000 minimum denomination; one-year stated term (settlement 14-Jul-2025, maturity 14-Jul-2026) unless automatically called as early as the first monthly valuation date (11-Aug-2025).
• Contingent coupon: 14.30% p.a. (鈮� 1.1917 % monthly). Paid only if MSFT鈥檚 closing price on the relevant valuation date 鈮� coupon barrier (90 % of initial price = $453.16). Memory feature accrues unpaid coupons for future payment when the barrier is subsequently met.
• Automatic call: Notes are redeemed at par plus applicable coupons (including memory coupons) when MSFT closes 鈮� initial price ($503.51) on any monthly valuation date.
• Principal at risk: If not called and final price 鈮� conversion price ($453.16) investors receive par plus coupon(s). If final price < conversion price, investors receive share delivery amount (22.06726 MSFT shares per note, subject to adjustment), exposing them to the full market downside below the 90 % threshold; value can be substantially below par and potentially zero.
• Credit & liquidity: Unsecured, unsubordinated obligations of the issuer; payments depend on the creditworthiness of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Notes are not listed; secondary market, if any, will be made solely by CGMI on a best-efforts basis.
• Pricing & fees: Issue price 100 % of par. Estimated value on trade date 鈮� $9,865 per $10,000 note (1.35 % below issue price) reflecting structuring and hedging costs. Underwriting discount: $10 per note.
• Key dates: Strike 09-Jul-2025; trade 10-Jul-2025; monthly valuation/coupon schedule provided; final valuation 10-Jul-2026.
• Risk highlights: potential loss of some or all principal; non-payment of coupons if barrier breached; no participation in MSFT upside; high volatility sensitivity; credit risk; complex tax treatment; no FDIC insurance.

Target investors are those who (1) seek enhanced conditional income, (2) are comfortable with MSFT equity risk, (3) can tolerate principal loss and illiquidity, and (4) understand structured products.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Callable Contingent Coupon Equity-Linked Securities (Series N) maturing 21 Jan 2028. The $1,000-denomination notes are linked to the worst performer of three underlyings: the Nasdaq-100 Index, the SPDR S&P Regional Banking ETF (KRE) and the VanEck Gold Miners ETF (GDX).

Key Economics

• Contingent Coupon: 鈮�1.2833% of par per monthly observation (鈮�15.40% p.a.), paid only when the worst performer鈥檚 closing value is 鈮�70% of its initial level (the coupon barrier).
• Principal at Maturity: 鈥� 100% of par if the worst performer is 鈮�60% of its initial value (the final barrier). 鈥� Otherwise, par 脳 (1 + worst return), exposing investors to a one-for-one loss below 鈥�40%; the redemption value can be zero.
• Issuer Call: Citigroup may redeem at par plus accrued coupon on any monthly date from 16 Jan 2026 to 16 Dec 2027 (24 possible calls) with three business-day notice.
• Issue Price: $1,000; estimated value: 鈮�$921.50 (8% discount) based on Citi鈥檚 models and internal funding rate.
• Liquidity: Not listed; CGMI intends, but is not obliged, to make a secondary market and may suspend quotes at any time.
• Credit: Unsecured senior debt of Citigroup Global Markets Holdings Inc. with full and unconditional guarantee from Citigroup Inc.

Risk/Reward Profile

• High headline yield is contingent; missing a single barrier observation cancels that month鈥檚 coupon.
• Downside exposure is concentrated in the worst performer; losses begin if any underlying falls >40% at final valuation.
• Issuer call risk caps upside and may occur when coupons have been attractive to investors.
• Investors face issuer/guarantor credit risk, lack of listing, model-based estimated value below par and potential bid-ask spreads.

Illustrative Outcomes

• If all monthly observations stay 鈮�70%, investors earn 鈮�15.40% p.a. and may be called early at par.
• If final worst performer is 50% of initial, maturity payment is $500 and no final coupon.
• If worst performer ends 鈮�60% but <70%, principal is repaid but the final coupon is forfeited.

Investor Suitability: Complex, high-risk structure appropriate only for investors who (1) can analyze multi-asset correlations, (2) are comfortable with potential loss of principal, (3) seek above-market contingent income, and (4) accept early-call and liquidity risk.

Civista Bancshares (NASDAQ:CIVB) filed a Form 8-K under Item 8.01 to announce it will release second-quarter 2025 earnings before the market opens on July 24, 2025.

No financial results, strategic actions, or other material disclosures were included; the filing solely schedules the upcoming earnings release.