MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

PROSPECTUS OF CIVISTA BANCSHARES, INC.

FOR UP TO 4,549,797 COMMON SHARES

AND PROXY STATEMENT OF CIVISTA BANCSHARES, INC. AND

UNITED COMMUNITY BANCORP

United Community Bancorp (“United Community”) proposes to merge (the “Merger”) with and into Civista Bancshares, Inc. (“Civista”) pursuant to the Agreement and Plan of Merger by and between Civista, Civista Bank, United Community, and United Community Bank dated as of March 11, 2018 (the “Merger Agreement”). At the effective time of the proposed Merger, each outstanding common share of United Community would be converted into the right to receive:

See “THE MERGER AGREEMENT—Merger Consideration” on page 106.

Because the exchange ratio is fixed (except for customary anti-dilution adjustments and certain price protection provisions), when you receive Civista common shares as a portion of the consideration for your common shares of United Community, the implied value of the common share consideration that you will receive will depend on the market price of Civista’s common shares when you receive your Civista common shares. However, the board of directors of United Community has the right to terminate the Merger Agreement if, at any time during the five-day period following the date that is the latest of the date of receipt of the requisite regulatory approvals, receipt of the Civista shareholder approval, or receipt of the United Community shareholder approval, the price of Civista common shares: (i) is less than $18.62 and (ii) fails to meet certain comparison thresholds relative to the Nasdaq Bank Index. If United Community elects to exercise this termination right, then Civista has the option to override the proposed termination by increasing the exchange ratio to a level that would cause either of the two requirements of this termination right to not be satisfied. The value of the common share consideration per common share of United Community, based upon the Civista closing common share price on June 4, 2018, the most recent practicable trading day before this joint proxy statement/prospectus was finalized, was $25.37 per share (and the aggregate value of the Merger consideration was equal to $27.91). Based on the 1.027 exchange ratio and the number of United Community common shares outstanding as of June 4, 2018, the maximum number of Civista common shares estimated to be issuable at the effective time is 4,331,495. You should obtain current market prices for Civista’s common shares, which are listed on the Nasdaq Capital Market under the symbol “CIVB”.

United Community will hold a special meeting of its shareholders to vote on the United Community Merger Agreement proposal and other related matters at 12:00 p.m., local time, on July 24, 2018, at the Lawrenceburg Fire Department, 300 W. Tate Street, Lawrenceburg, Indiana, 47025. Your vote is important, because your failure to vote will have the same effect as your voting against the United Community Merger Agreement proposal. Regardless of whether you plan to attend the special meeting, please take the time to vote your shares in accordance with the instructions contained in this joint proxy statement/prospectus.

United Community’s board of directors unanimously recommends that you vote “FOR” the Merger Agreement proposal and the transactions contemplated thereby, including the Merger, and “FOR” the other matters to be considered at the United Community special meeting.

Civista will hold a special meeting of its shareholders to vote on (i) the Civista Merger Agreement proposal and (ii) a proposal, unrelated to the Civista Merger Agreement proposal, to amend Civista’s amended and restated articles of incorporation to increase the number of authorized common shares, at 10:00 a.m., local time, on July 24, 2018, at Castaway Bay, 2001 Cleveland Road, Sandusky, Ohio 44870. Your vote is important, because your failure to vote will have the same effect as your voting against the Civista Merger Agreement proposal. Regardless of whether you plan to attend the special meeting, please take the time to vote your shares in accordance with the instructions contained in this joint proxy statement/prospectus.

Civista’s board of directors unanimously recommends that you vote “FOR” the Merger Agreement proposal and the transactions contemplated thereby, including the Merger, and “FOR” the authorized common shares increase proposal.

This joint proxy statement/prospectus describes the special meetings, each of United Community’s and Civista’s Merger Agreement proposals (and a special meeting adjournment proposal related thereto), Civista common shares to be issued in the Merger, the Merger consideration to be received by United Community’s shareholders in the Merger, Civista’s proposal to amend its amended and restated articles of incorporation to increase the number of authorized common shares, and other related matters. Please carefully read this entire document, including “RISK FACTORS” beginning on page 28, for a discussion of the risks relating to United Community’s and Civista’s Merger Agreement proposals, Civista’s common shares increase proposal, and the Civista common shares. Information about United Community and Civista is included in this document and in documents that United Community and Civista have filed with the Securities and Exchange Commission. See “WHERE YOU CAN FIND MORE INFORMATION,” on page 1.

Neither the Securities and Exchange Commission nor any state securities commission or regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities are not savings accounts, deposits or obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The common shares of Civista are traded on the Nasdaq Capital Market under the symbol “CIVB,” and the common shares of United Community are quoted on the Nasdaq Global Market under the symbol “UCBA.”

All information in this joint proxy statement/prospectus concerning United Community and its subsidiaries has been provided by United Community, and all information in this joint proxy statement/prospectus concerning Civista and its subsidiaries has been provided by Civista.

You should rely only on the information contained in this joint proxy statement/prospectus to vote on the proposals to United Community’s and Civista’s shareholders being made in connection with the Merger. Neither Civista nor United Community has authorized anyone to provide you with information that is different from what is contained in this joint proxy statement/prospectus. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than the date of this joint proxy statement/prospectus, and neither the mailing of this joint proxy statement/prospectus to shareholders nor the issuance of Civista common shares as contemplated by the Merger Agreement shall create any implication to the contrary. If you are a Civista shareholder you should rely only on the information contained in this joint proxy statement/prospectus to vote on the proposal, unrelated to the Civista Merger Agreement proposal, to adopt an amendment to Article FOURTH of Civista’s amended and restated articles of incorporation to increase the number of authorized common shares by 20 million.

This joint proxy statement/prospectus is dated June 15, 2018, and it is first being mailed to United Community shareholders on or about June 15, 2018 and to Civista shareholders on or about June 15, 2018.

Notice of Special Meeting of Shareholders

To be held at 12:00 p.m., local time, on July 24, 2018, at

the Lawrenceburg Fire Department, 300 W. Tate Street, Lawrenceburg, Indiana, 47025

To the Shareholders of United Community Bancorp:

Notice is hereby given that a special meeting of the shareholders of United Community Bancorp (“United Community”) will be held at 12:00 p.m., local time, on July 24, 2018, at the Lawrenceburg Fire Department, 300 W. Tate Street, Lawrenceburg, Indiana, 47025, for the purpose of considering and voting on the following matters:

Holders of record of shares of United Community common stock, par value $0.01 per share (“United Community common shares”) at the close of business on June 4, 2018, the record date for the United Community special meeting, are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. The affirmative votes of the holders of at least a majority of United Community’s common shares is required to adopt and approve the United Community Merger Agreement proposal. Approval of an adjournment of the special meeting requires the affirmative vote of the holders of a majority of the outstanding United Community common shares represented at the special meeting, in person or by proxy.

A joint proxy statement/prospectus and a proxy card for the special meeting are enclosed. A copy of the Merger Agreement is attached as Annex A to the joint proxy statement/prospectus.

Your vote is very important, regardless of the number of United Community shares you own. Please vote as soon as possible to make sure that your shares are represented at the special meeting. If you are a holder of record, you may cast your vote in person at the special meeting or, to ensure that your United Community shares are represented at the special meeting, you may vote your shares by completing, signing and returning the enclosed proxy card or voting by the Internet or telephone. If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, please follow the voting instructions provided by your broker, bank or nominee.

The United Community board of directors unanimously recommends that you vote (1) “FOR” the adoption and approval of the United Community Merger Agreement proposal, (2) “FOR” approval of the United Community compensation proposal, and (3) “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

Notice of Special Meeting of Shareholders

To be held at 10:00 a.m., local time, on July 24, 2018, at Castaway Bay,

2001 Cleveland Road, Sandusky, Ohio 44870

To the Shareholders of Civista Bancshares, Inc.:

Notice is hereby given that a special meeting of the shareholders of Civista Bancshares, Inc. (“Civista”) will be held at 10:00 a.m., local time, on July 24, 2018, at Castaway Bay, 2001 Cleveland Road, Sandusky, Ohio 44870, for the purpose of considering and voting on the following matters:

Holders of record of Civista common shares, without par value (“Civista common shares”) at the close of business on June 4, 2018, the record date for the Civista special meeting, are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. The affirmative votes of the holders of at least a majority of the outstanding Civista common shares are required to adopt and approve (i) the Civista Merger Agreement proposal, and (ii) the proposal to adopt an amendment to Article FOURTH of Civista’s amended and restated articles of incorporation to increase the number of authorized shares. Approval of an adjournment of the special meeting requires the affirmative vote of the holders of a majority of Civista common shares represented at the special meeting, in person or by proxy.

A joint proxy statement/prospectus and a proxy card for the special meeting are enclosed. A copy of the Merger Agreement is attached as Annex A to the joint proxy statement/prospectus.

Your vote is very important, regardless of the number of Civista common shares you own. Please vote as soon as possible to make sure that your shares are represented at the special meeting. If you are a holder of record, you may cast your vote in person at the special meeting or, to ensure that your Civista common shares are represented at the special meeting, you may vote your shares by completing, signing and returning the enclosed proxy card or by voting by Internet or telephone. If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, please follow the voting instructions provided by your broker, bank or nominee.

The Civista board of directors unanimously recommends that you vote (1) “FOR” the adoption and approval of the Civista Merger Agreement proposal, (2) “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies and (3) “FOR” the proposal to adopt an amendment to Article FOURTH of Civista’s amended and restated articles of incorporation to increase the number of authorized common shares.

		By Order of the Board of Directors,
		Dennis G. Shaffer
		Chief Executive Officer
June 15, 2018		Civista Bancshares, Inc.

JOINT PROXY STATEMENT/PROSPECTUS

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION

Both Civista and United Community file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any documents they file at the SEC public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference room. The SEC filings of Civista and United Community also are available to the public at the SEC website at www.sec.gov.

More Information about Civista

In addition, you may obtain free copies of the documents Civista files, including the registration statement on Form S-4 (of which this joint proxy statement/prospectus forms a part), with the SEC by going to Civista’s website at www.civb.com or by contacting:

Dennis G. Shaffer

President and Chief Executive Officer

Civista Bancshares, Inc.

100 East Water Street

Sandusky, Ohio 44870

(419) 625-4121

dgshaffer@civista.bank

The internet website address of Civista is provided as an inactive textual reference only. The information provided on the internet website of Civista, other than copies of the documents listed below that have been filed with the SEC, is not part of this joint proxy statement/prospectus and, therefore, is not incorporated herein by reference.

Civista filed with the SEC a registration statement on Form S-4 to register the issuance of Civista common shares to United Community shareholders in the Merger. This joint proxy statement/prospectus is part of that Form S-4 registration statement. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and request a copy of the registration statement, including any amendments, schedules, and exhibits, at the address given in the immediately prior paragraph. Statements contained in this document regarding the contents of any contract or other document filed as an exhibit to the registration statement are not necessarily complete. In each case you should refer to the contract or other document filed as an exhibit. This joint proxy statement/prospectus incorporates by reference important business and financial information about Civista from documents filed with or furnished to the SEC but not included in or delivered with this joint proxy statement/prospectus. See “INCORPORATION OF DOCUMENTS BY REFERENCE” on page 137. These documents are available without charge to you upon written or oral request at the address and telephone number given in the immediately preceding paragraph. To obtain timely delivery of these documents, Civista and United Community shareholders must request the information no later than July 16, 2018 to receive them before the Civista and United Community special meetings of shareholders.

More Information about United Community

In addition, you may obtain free copies of the documents United Community files with the SEC by going to United Community’s website at www.bankucb.com or by contacting:

W. Michael McLaughlin

Executive Vice President and Corporate Secretary

United Community Bancorp

92 Walnut Street

Lawrenceburg, Indiana 47025

(812) 537-4822

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The internet website address of United Community is provided as an inactive textual reference only. The information provided on the internet website of United Community, other than copies of the documents listed below that have been filed with the SEC, is not part of this joint proxy statement/prospectus and, therefore, is not incorporated herein by reference. This joint proxy statement/prospectus incorporates by reference important business and financial information about United Community from documents filed with or furnished to the SEC but not included in or delivered with this joint proxy statement/prospectus. See “INCORPORATION OF DOCUMENTS BY REFERENCE” on page 137. These documents are available without charge to you upon written or oral request at the address and telephone number given in the immediately preceding paragraph. To obtain timely delivery of these documents, Civista and United Community shareholders must request the information no later than July 16, 2018 to receive them before the Civista and United Community special meetings of shareholders.

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Neither Civista nor United Community has authorized anyone to provide you with information other than the information included in this document and documents incorporated by reference. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this document and the documents incorporated by reference are accurate only as of their respective dates.

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus serves three purposes—it is a proxy statement being used by the United Community board of directors to solicit proxies for use at the United Community special meeting, it is a proxy statement being used by Civista to solicit proxies for use at the Civista special meeting, and it is also the prospectus of Civista regarding the issuance of Civista common shares to United Community’s shareholders if the Merger is completed. This joint proxy statement/prospectus provides you with detailed information about the proposed Merger of United Community into Civista. We encourage you to read this entire joint proxy statement/prospectus carefully. Civista has filed a registration statement on Form S-4 with the SEC, and this joint proxy statement/prospectus is the prospectus filed as part of that registration statement. This joint proxy statement/prospectus does not contain all of the information in the registration statement, nor does it include the exhibits to the registration statement. Please see “WHERE YOU CAN FIND MORE INFORMATION” on page 1.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated June 15, 2018. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than the date hereof. You should not assume that the information contained in any document incorporated or deemed to be incorporated by reference herein is accurate as of any date other than the date of that document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this joint proxy statement/prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this joint proxy statement/prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this joint proxy statement/prospectus. Neither the mailing of this joint proxy statement/prospectus to the United Community or Civista shareholders nor the taking of any actions contemplated hereby by Civista or United Community at any time will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the proposed Merger and the special meetings. You are urged to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

This joint proxy statement/prospectus contains important information about the Merger, the Merger Agreement and the special meetings of the shareholders of both United Community and Civista, and you should read it carefully. If you are a holder of United Community common stock, the enclosed voting materials allow you to vote your United Community common stock without attending the United Community special meeting and if you are a holder of Civista common shares, the enclosed voting materials allow you to vote your Civista common shares without attending the Civista special meeting.

Civista believes that the Merger is in the best interests of its shareholders and will benefit Civista and its shareholders by enabling Civista to further expand into the markets currently served by United Community and strengthening the competitive position of the combined organization. Furthermore, Civista believes its increased asset size after the Merger will create additional economies of scale and provide opportunities for asset and earnings growth in an extremely competitive banking environment. To review Civista’s reasons for the Merger in more detail, see “THE MERGER—Civista’s Reasons for the Merger” on page 84 of this joint proxy statement/prospectus.

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Civista will not issue any fractional shares in connection with the Merger. Instead, each holder of United Community shares of common stock who would otherwise be entitled to receive a fraction of a Civista common share (after taking into account all United Community common shares owned by such holder at the effective time of the Merger) will receive cash, without interest, in an amount (rounded to the nearest cent) determined by multiplying (i) the “effective time value” by (ii) the fraction (rounded to the nearest thousandth when expressed in decimal form) of a Civista common share that such holder would otherwise be entitled to receive. “Effective time value” means the product of (A) the average of the per share closing price of a Civista common share on the Nasdaq Capital Market (as reported in the Wall Street Journal, or, if not reported therein, in another authoritative source) during the five (5) consecutive full trading days ending on the trading day prior to the effective time of the Merger and (B) the exchange ratio.

It is expected that immediately after the Merger is completed, United Community shareholders will own an aggregate of approximately 4,331,495 Civista common shares, or approximately 28.7% of the outstanding Civista common shares.

Each award of United Community restricted stock subject to vesting will become fully vested and will be converted into the right to receive the Merger consideration based on the Merger Agreement in the same manner as all other outstanding United Community common shares. From such consideration, United Community is entitled to deduct and withhold amounts required by applicable tax laws.

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Attention: W. Michael McLaughlin, Executive Vice President and Corporate Secretary

United Community Bancorp

92 Walnut Street

Lawrenceburg, Indiana 47025

(812) 537-4822

If you are a Civista shareholder and have questions about the Merger or desire additional copies of this joint proxy statement/prospectus or additional proxy cards, please contact Civista at the following address:

Attention: Dennis G. Shaffer, President and Chief Executive Officer

Civista Bancshares, Inc.

100 East Water Street

Sandusky, Ohio 44870

(419) 625-4121

dgshaffer@civista.bank

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The consequences of the Merger to each United Community shareholder depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine the tax consequences of the Merger to you.

The United Community Special Meeting of Shareholders

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As of June 4, 2018, the directors and certain executive officers of United Community have committed to vote a total of 308,427 United Community common shares in favor of the United Community Merger Agreement proposal.

If you hold your United Community shares in the name of a broker, bank or other nominee, please see the discussion below regarding shares held in “street name.”

If you hold shares in “street name” and you plan to vote in person at the special meeting, you will need to bring a legal proxy from your broker, bank or nominee.

If you mark “ABSTAIN” on your proxy card or ballot with respect to the United Community compensation proposal, it will have the same effect as a vote “AGAINST” the proposal. The failure to return your proxy card or vote in person, however, will have no effect on the United Community compensation proposal.

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If you mark “ABSTAIN” on your proxy card or ballot with respect to the proposal to approve adjournment of the special meeting, if necessary, to solicit additional proxies, it will have the same effect as a vote “AGAINST” the proposal. The failure to return your proxy card or vote in person, however, will have no effect on the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

Under the rules of the stock exchanges, brokers who hold shares in “street name” for a beneficial owner are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. All proposals to be voted on at the United Community special meeting are “non-routine” matters, and your broker, bank or nominee may not vote your shares without your instructions. If a proposal is non-routine, the broker may vote on the proposal only if the beneficial owner has provided voting instructions. A broker non-vote occurs when the broker, as the holder of record, is unable to vote on a proposal because the proposal is non-routine and the beneficial owner does not provide any instructions.

If your broker, bank or other nominee fails to submit a valid proxy card with respect to your shares, such failure will have the same effect as a vote “AGAINST” the proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger, but will have no effect on the United Community compensation proposal or the proposal to adjourn the meeting. If your broker, bank or nominee returns a valid proxy card with respect to your shares but without voting your shares, it will have the same effect as a vote “AGAINST” the proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger, “AGAINST” the United Community compensation proposal, and a vote “AGAINST” the adjournment proposal.

Your attendance at the special meeting will not, by itself, revoke your proxy.

If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other nominee, you must contact your broker, bank or other nominee.

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The Civista Special Meeting of Shareholders

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If you hold your Civista shares in the name of a broker, bank or other nominee, please see the discussion below regarding shares held in “street name.”

If you hold shares in “street name” and you plan to vote in person at the special meeting, you will need to bring a legal proxy from your broker, bank or nominee.

If you mark “ABSTAIN” on your proxy card or ballot with respect to the proposal to approve adjournment of the special meeting, if necessary, to solicit additional proxies, it will have the same effect as a vote “AGAINST” the proposal. The failure to return your proxy card or vote in person, however, will have no effect on the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

If you fail to return your proxy card or vote in person at the Civista special meeting, or if you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the proposal to adopt and approve an amendment to Civista’s amended and restated articles of incorporation to increase the number of authorized shares, it will have the same effect as a vote “AGAINST” the proposal.

Under the rules of the stock exchanges, brokers who hold shares in “street name” for a beneficial owner are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. All proposals to be voted on at the Civista special meeting are “non-routine” matters, and the proposal to amend Civista’s amended and restated articles of incorporation to increase the number of authorized shares is also a “non-routine” matter and your broker, bank or nominee may not vote your shares without your instructions. If a proposal is non-routine, the broker may vote on the proposal only if the beneficial owner has provided voting instructions. A broker non-vote occurs when the broker, as the holder of record, is unable to vote on a proposal because the proposal is non-routine and the beneficial owner does not provide any instructions.

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If your broker, bank or other nominee fails to submit a valid proxy card with respect to your shares, such failure will have the same effect as a vote “AGAINST” (i) the proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby and (ii) the proposal to amend Civista’s amended and restated articles of incorporation to increase the number of authorized shares, but will have no effect on the proposal to adjourn the meeting. If your broker, bank or nominee returns a valid proxy card with respect to your shares but without voting your shares, it will have the same effect as a vote “AGAINST” (i) the proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby and (ii) the proposal to amend Civista’s amended and restated articles of incorporation to increase the number of authorized shares and a vote “AGAINST” the adjournment proposal.

Your attendance at the special meeting will not, by itself, revoke your proxy.

If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other nominee, you must contact your broker, bank or other nominee.

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the section “FORWARD-LOOKING STATEMENTS,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this joint proxy statement/prospectus. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. Please see “WHERE YOU CAN FIND MORE INFORMATION.” This “RISK FACTORS” section identifies the most significant factors that make investment in Civista common shares speculative or risky, but it does not purport to present an exhaustive description of all risks. You should carefully consider the following risk factors before you decide how to vote concerning the proposals presented in this joint proxy statement/prospectus.

Because the market value of Civista’s common shares fluctuates, United Community shareholders cannot be sure of the value of the common share portion of the Merger consideration they may receive.

All of the United Community common shares exchanged in the Merger will be exchanged for a combination of Civista common shares and cash. The cash portion of the Merger consideration is fixed at $2.54 per share, and the common share portion is fixed at 1.027 Civista common shares for each common share of United Community exchanged. Changes in the price of Civista common shares before the Merger is completed will affect the value of the common share portion of the Merger consideration. Changes may result from many factors, including but not limited to general market and economic conditions and changes in Civista’s business, operations, and prospects, including the prospects of the business operations currently conducted by United Community. Many of these factors are outside the control of United Community and Civista. Therefore, when United Community shareholders vote on the Merger they will not know the actual market value of the final Merger consideration to be received. United Community shareholders should obtain current sale prices for Civista common shares before voting at the United Community special meeting.

The market price of Civista common shares after the Merger may be affected by factors different from those affecting the shares of United Community or Civista currently, resulting in a reduction in the market price of Civista common shares after the Merger.

Upon completion of the Merger, United Community shareholders will become Civista shareholders. Civista’s business differs in some important respects from that of United Community and, accordingly, the price of Civista common shares after the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of each of Civista and United Community. For a discussion of the businesses of Civista and United Community of some important factors to consider in connection with their businesses, please see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under “WHERE YOU CAN FIND MORE INFORMATION.”

Civista could experience difficulties managing its growth and effectively integrating the operations of United Community, which may negatively affect the market price of Civista’s common shares and have an impact on United Community’s employees and customers.

The earnings, financial condition and prospects of Civista after the Merger will depend in part on Civista’s ability to integrate successfully the operations of United Community and continue to implement Civista’s business plan. Civista may not be able to fully achieve its strategic objectives and projected operating efficiencies. The costs and/or challenges involved in integrating United Community with the Civista organization may be greater than expected or the cost savings from anticipated economies of scale of the combined organization may be lower or take longer to realize than expected. Inherent uncertainties exist in integrating the operations of an acquired entity. The success of the Merger will depend on a number of factors, including, without limitation:

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Civista may encounter difficulties, including, but not limited to, loss of key employees and customers, disruption of its ongoing business, or possible inconsistencies in standards, controls, procedures, and policies. These factors could contribute to Civista’s not fully achieving the anticipated benefits of the Merger.

The Merger Agreement limits United Community’s ability to pursue alternatives to the Merger that might be superior to the Merger.

With limited exceptions, the Merger Agreement prohibits United Community from soliciting, negotiating, or providing confidential information to any third party relating to competing proposals for acquisition of United Community. In addition, United Community must pay $3,500,000 to Civista upon a termination of the Merger Agreement if (a) Civista terminates the Merger Agreement because United Community accepts another acquisition proposal, or withdraws its recommendation or fails to recommend to United Community shareholders the adoption of the Merger Agreement, or breaches the prohibition against soliciting other acquisition proposals, or (b) United Community terminates the Merger Agreement and enters into a superior acquisition proposal. United Community’s obligation to make the termination payment could discourage another company from making a competing proposal.

The fairness opinions delivered to the respective boards of directors of United Community and Civista by the parties’ respective financial advisors prior to the signing of the Merger Agreement will not reflect changes in circumstances that may occur following the date of such opinions.

United Community’s board of directors received an opinion from United Community’s financial advisor concerning the fairness of the Merger consideration from a financial point of view, which opinion was delivered on and dated March 11, 2018. Civista’s board of directors received an opinion from its financial advisor concerning the fairness of the Merger consideration to Civista from a financial point of view, which opinion was also delivered on and dated March 11, 2018. These opinions do not speak as of the time the Merger will be completed or as of any date other than the date of the opinions. Subsequent changes in the operation and prospects of United Community or Civista, changes in general market and economic conditions, and other factors that may be beyond the control of United Community or Civista could significantly alter the value of United Community or Civista, or the price of Civista common shares by the time the Merger is completed. The opinion of United Community’s financial advisor is included as Annex B to this joint proxy statement/prospectus. For a description of this opinion, see “THE MERGER – Opinion of United Community’s Financial Advisor in Connection with the Merger” on page 72. The opinion of Civista’s financial advisor is included as Annex C to this joint proxy statement/prospectus. For a description of this opinion, see “THE MERGER—Opinion of Civista’s Financial Advisor in Connection with the Merger” on page 85.

Failure to complete the Merger could adversely affect the value of United Community common shares and the future operations and financial results of United Community.

If the Merger is not completed, the ongoing operations of United Community could be adversely affected due to the following factors:

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In addition, if the Merger is not completed, United Community may experience negative reactions from its customers and employees. Employees could resign and obtain other employment as a result of the failure to complete the Merger. United Community also could be subject to litigation related to failure to complete the Merger.

United Community will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on United Community and consequently on Civista. These uncertainties may impair United Community’s ability to attract, retain and motivate key personnel until the Merger is consummated, and could cause customers and others that deal with United Community to seek to change existing business relationships with United Community. Retention of certain employees may be challenging during the pendency of the Merger, as certain employees may experience uncertainty about their future roles with Civista. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Civista, Civista’s business following the Merger could be harmed. In addition, the Merger Agreement restricts United Community from making certain acquisitions and taking other specified actions until the Merger occurs without the consent of Civista. These restrictions may prevent United Community from pursuing attractive business opportunities that may arise prior to the completion of the Merger. Please see the section entitled “THE MERGER AGREEMENT—Conduct of Business of United Community and Civista Prior to Completion of the Merger” beginning on page 110 of this joint proxy statement/prospectus for a description of the restrictive covenants to which United Community and Civista are subject under the Merger Agreement.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met, which may prevent the Merger from being completed or adversely affect the expected results of the Merger.

Before the transactions contemplated in the Merger Agreement may be completed, various approvals must be obtained from bank regulatory and other governmental authorities. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “THE MERGER—Regulatory Approvals Required” starting on page 100 of this joint proxy statement/prospectus. An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain one or more approvals or delay their receipt. These governmental entities may impose conditions or place restrictions on the conduct of Civista after the closing as a condition to the granting of such approvals or require changes to the terms of the Merger. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional limitations on Civista following the Merger, any of which might have an adverse effect on Civista following the Merger. The regulatory approvals may not be received, may not be received in a timely fashion, and/or may contain conditions on the completion of the Merger that adversely affect the Civista’s business following the closing, or which are not anticipated or cannot be met.

Completion of the Merger is subject to many conditions and if these conditions are not satisfied or waived, the Merger will not be completed.

The obligation of Civista and United Community to complete the Merger is subject to the fulfillment or written waiver of many conditions, including approval by the requisite vote of United Community’s

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shareholders, approval by the requisite vote of Civista’s shareholders, receipt of regulatory approvals, absence of orders prohibiting completion of the Merger, effectiveness of the registration statement of which this document is a part, approval for Nasdaq listing of the Civista shares to be issued, continued accuracy of the representations and warranties of the parties, and performance by the parties of certain covenants and agreements. See “THE MERGER AGREEMENT—Conditions to Completion of the Merger” on page 118 of this joint proxy statement/prospectus. These conditions to the consummation of the Merger might not be fulfilled, and the Merger therefore might not be completed. If the Merger is not completed by December 31, 2018 (or a later date the parties may agree to), either Civista or United Community could choose not to proceed with the Merger. The parties also could mutually decide to terminate the Merger Agreement at any time, before or after approval by the United Community and/or Civista shareholders. In addition, Civista or United Community could elect to terminate the Merger Agreement in other circumstances. See “THE MERGER AGREEMENT—Termination of the Merger Agreement” on page 119 of this joint proxy statement/prospectus for details or refer to Article VIII of the Merger Agreement attached as Annex A.

Certain United Community directors and executive officers have interests in the Merger that may differ from the interests of United Community shareholders.

The United Community shareholders should be aware that certain United Community directors and executive officers have interests in the Merger and have arrangements that are different from, or in addition to, those of United Community shareholders generally. The United Community board was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that United Community shareholders vote in favor of the United Community Merger Agreement proposal and certain related matters and against alternative transactions.

The material interests considered by the United Community board were as follows:

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For a more complete description of these interests, see the section of this joint proxy statement/prospectus entitled “INTERESTS OF UNITED COMMUNITY EXECUTIVE OFFICERS AND DIRECTORS IN THE MERGER” beginning on page 41.

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Risks Related to Owning Civista Common Shares.

You should read and consider risk factors specific to Civista’s business that will also affect the combined company after the Merger, described in Civista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, all of which are filed by Civista with the SEC and incorporated by reference into this document. See “INCORPORATION OF DOCUMENTS BY REFERENCE” on page 137 of this joint proxy statement/prospectus.

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FORWARD-LOOKING STATEMENTS

Certain matters set forth in this joint proxy statement/prospectus may contain forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required regulatory, shareholder or other approvals; statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans; statements about the benefits of the proposed Merger between Civista and United Community, statements of expectation or belief; projections related to certain financial metrics; and statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond the control of either Civista or United Community. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in the forward-looking statements in this joint proxy statement/prospectus and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under “RISK FACTORS” in this joint proxy statement/prospectus or under Item 1A “Risk Factors” in both Civista’s and United Community’s Annual Report on Form 10-K and those disclosed in Civista’s and United Community’s other periodic reports filed with the Securities and Exchange Commission, as well as the possibility that: expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the transaction may not be timely completed, if at all; prior to the completion of the transaction or thereafter, Civista’s and United Community’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; the parties are unable to successfully implement integration strategies; required regulatory, shareholder or other approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ customers, employees and other constituents to the transaction; and diversion of management time on merger-related matters. For any forward-looking statements made herein or in any documents, annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. All forward-looking statements included herein are based on information available at the time. Forward-looking statements speak only as of the date they are made. Neither Civista nor United Community assumes any duty or undertake to update forward-looking statements.

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THE SPECIAL MEETING OF SHAREHOLDERS OF UNITED COMMUNITY

Time, Date and Place

This joint proxy statement/prospectus is being provided to United Community shareholders in connection with the solicitation of proxies by United Community’s board of directors for use at the special meeting of shareholders (the “special meeting”) to be held at 12:00 p.m., local time, on July 24, 2018, at the Lawrenceburg Fire Department, 300 W. Tate Street, Lawrenceburg, Indiana, 47025, including any adjournments of the special meeting.

This joint proxy statement/prospectus is also being furnished by Civista to United Community shareholders as a prospectus in connection with the issuance of Civista common shares upon completion of the Merger.

Matters to be Considered

At the special meeting, the shareholders of United Community will be asked to consider and vote upon the following matters:

The board of directors of United Community believes that the Merger with Civista is in the best interests of United Community shareholders and unanimously recommends that you vote (1) “FOR” the adoption and approval of the United Community Merger Agreement proposal, (2) “FOR” the United Community compensation proposal, and (3) “FOR” the proposal to adjourn the special meeting of United Community shareholders, if necessary, to solicit additional proxies.

Record Date; Shares Outstanding and Entitled to Vote

The board of directors of United Community has fixed the close of business on June 4, 2018, as the record date for determining the United Community shareholders who are entitled to notice of and to vote at the United Community special meeting of shareholders. Only holders of United Community shares at the close of business on the record date will be entitled to notice of and to vote at the United Community special meeting.

As of the close of business on June 4, 2018, there were 4,217,619 United Community common shares outstanding and entitled to be voted at the special meeting. The United Community common shares were held of record by approximately 610 shareholders. Each United Community common share entitles the holder to one vote on all matters properly presented at the special meeting. The United Community common shares are the only class of shares entitled to vote at the United Community special meeting.

Votes Required; Quorum

Under Indiana Law and United Community’s Articles of Incorporation, as amended, the adoption and approval of the United Community Merger Agreement proposal requires the affirmative vote of holders of at least a majority of the United Community common shares outstanding and entitled to be voted at the special meeting. Approval of the United Community compensation proposal and the adjournment proposal each requires the affirmative vote of the holders of a majority of United Community’s common shares represented, in person or by proxy, at the special meeting.

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As of June 4, 2018, directors and executive officers of United Community owned an aggregate of 316,355 common shares, an amount equal to approximately 7.5% of the outstanding United Community common shares. Each of the directors of United Community and certain executive officers of United Community (and certain entities controlled by them) entered into voting agreements on March 11, 2018 with Civista pursuant to which such persons agreed, subject to certain terms and conditions, to vote all of their United Community shares in favor of the adoption and approval of the United Community Merger Agreement proposal. As of the date of this joint proxy statement/prospectus, Civista and its directors, executive officers and affiliates beneficially owned no United Community common shares.

Your vote is important. Brokers and other nominees who hold United Community shares in “street name” for beneficial owners cannot vote such United Community shares on either of the proposals without specific instructions from the beneficial owners. If you fail to return your proxy card, vote by Internet or telephone, or vote in person at the special meeting or if you mark “ABSTAIN” on your proxy card or ballot at the special meeting, it will have the same effect as a vote “AGAINST” the adoption and approval of the United Community Merger Agreement proposal, but will have no effect on the United Community compensation proposal or the proposal to adjourn the meeting. If your shares are held in “street name,” and you fail to instruct your broker how to vote, it will have the same effect as a vote “AGAINST” the adoption and approval of the United Community Merger Agreement proposal, and if your broker returns the proxy card without your instructions on the United Community compensation proposal or the proposal to adjourn the meeting, it will have the effect of a vote “AGAINST” the United Community compensation proposal and “AGAINST” proposal to adjourn the special meeting to solicit additional proxies.

A quorum, consisting of the holders of a majority of the outstanding United Community shares, must be present in person or by proxy at the United Community special meeting before any action, other than the adjournment of the special meeting, can be taken. A properly executed proxy card marked “ABSTAIN” or a valid proxy card submitted by a broker without votes cast will be counted for purposes of determining whether a quorum is present.

United Community’s board of directors does not expect any matter other than the adoption and approval of the United Community Merger Agreement proposal, the United Community compensation proposal and the proposal to adjourn the special meeting to solicit additional proxies, if necessary, to be brought before the United Community special meeting. If any other matters are properly brought before the special meeting for consideration, United Community shares represented by properly executed proxy cards will be voted, to the extent permitted by applicable law, in the discretion of the persons named in the proxy card in accordance with their best judgment.

Voting by Proxy, Internet, Telephone or In Person; Incomplete Proxies

Any United Community shareholder may vote by proxy or in person at the United Community special meeting.

If you hold your shares of United Community common stock in your name as a shareholder of record and wish to attend your special meeting and vote in person, you may request a ballot when you arrive.

If you hold your shares of United Community common stock in your name as a shareholder of record, you may vote by proxy by mail, through the Internet, or by telephone:

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United Community requests that United Community shareholders vote as soon as possible by completing and signing the accompanying proxy card and returning it to United Community in the enclosed postage-paid envelope, or through the Internet or telephone. When the accompanying proxy card is returned properly executed, you will be appointing the “proxies” named in the proxy card to vote your shares for you at the United Community special meeting. The shares of United Community common stock represented by your properly executed proxy card will be voted at the United Community special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned without indication as to how to vote, the shares of United Community common stock represented by the proxy card will be voted (i) “FOR” the United Community Merger Agreement proposal, (ii) “FOR” the United Community compensation proposal, and (iii) “FOR” the United Community adjournment proposal.

If you vote through the Internet or by telephone, you do not need to sign and return a proxy card. Under Indiana law, you will be appointing the proxies to vote your shares on the same terms as are described above and with the same authority as if you completed, signed and returned a proxy card. The authority you will be giving the proxies is described in the proxy card.

Every United Community shareholder’s vote is important. Accordingly, each United Community shareholder should sign, date and return the enclosed proxy card, or vote through the Internet or by telephone, whether or not the United Community shareholder plans to attend the United Community special meeting in person. Sending in your proxy card or voting on the Internet or by telephone will not prevent you from voting your shares personally at the meeting, since you may revoke your proxy at any time before it is voted.

Shares Held in “Street Name”

If you are a United Community shareholder and your shares are held in “street name” through a bank, broker or other holder of record, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank or broker. United Community’s shareholders should check the voting form used by that firm to determine whether you may vote by telephone or the Internet. You may not vote shares held in street name by returning a proxy card directly to United Community or by voting in person at the United Community special meeting unless you obtain a “legal proxy” from your broker, bank or other nominee. Furthermore, brokers, banks or other nominees who hold shares of United Community common stock on behalf of their customers will not vote your shares of United Community common stock or give a proxy to United Community to vote those shares with respect to the United Community Merger Agreement proposal without specific instructions from you, as brokers, banks and other nominees do not have discretionary voting power on such proposal.

To ensure that your shares are represented at the United Community special meeting and voted in the manner you desire, it is important that you instruct your bank, broker or other holder of record as to how it should vote your shares.

Solicitation and Revocation of Proxies

A proxy card accompanies each copy of this joint proxy statement/prospectus mailed to United Community shareholders. Your proxy with respect to United Community shares is being solicited by the board of directors of United Community. If you hold both United Community shares and Civista shares, you will receive two different sets of proxy materials. You should complete and submit BOTH proxy cards. See “THE SPECIAL MEETING

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OF SHAREHOLDERS OF CIVISTA.” Whether or not you attend the United Community special meeting, United Community’s board of directors urges you to return your properly executed proxy card as soon as possible. If you return your properly executed United Community proxy card prior to the special meeting and do not revoke it prior to its use, your shares will be voted at the United Community special meeting or, if appropriate, at any adjournment of the United Community special meeting. Your United Community shares will be voted as specified on your proxy card or, in the absence of specific instructions to the contrary, will be voted “FOR” the adoption and approval of the United Community Merger Agreement proposal, “FOR” the approval of the United Community compensation proposal, and “FOR” the approval of the adjournment of the United Community special meeting, if necessary, to solicit additional proxies.

If you have returned a properly executed United Community proxy card, you may revoke it at any time before a vote is taken at the United Community special meeting by:

Your attendance at the United Community special meeting will not, by itself, revoke your proxy.

If you hold your United Community shares in “street name” through a broker, bank or other nominee, you must provide your broker, bank or nominee (the record holder of your United Community shares) with instructions on how to vote your shares. Your broker, bank or other nominee will provide you with voting instructions. If you have instructed your broker, bank or other nominee to vote your shares, you must follow the directions received from your broker, bank or other nominee to change or revoke your vote.

If you receive more than one United Community proxy, it means that you hold shares of common stock that are registered in more than one account. For example, if you own your United Community shares of common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and you will need to sign and return, separate proxy cards for those shares because they are held in a different form of record ownership. To ensure that all of your shares are voted, please sign and return each United Community proxy card you receive.

United Community will bear the cost of solicitation of proxies on behalf of United Community’s board of directors. Proxies will be solicited by mail, and may be further solicited by additional mailings, personal contact, telephone, facsimile or electronic mail, by directors, officers and employees of United Community, none of whom will receive additional compensation for their solicitation activities. United Community will pay the standard charges and expenses of brokerage houses, voting trustees, banks, associations and other custodians, nominees and fiduciaries, who are record holders of United Community shares not beneficially owned by them, for forwarding this joint proxy statement/prospectus and other United Community proxy solicitation materials to, and obtaining voting instructions from, the beneficial owners of United Community shares entitled to vote at the United Community special meeting. In addition, United Community has also made arrangements with Laurel Hill Advisory Group, LLC to assist it in soliciting proxies and has agreed to pay Laurel Hill Advisory Group, LLC a fee of $7,500, plus the reimbursement of certain expenses for these services.

Assistance

If you need assistance in completing your proxy card, have questions regarding United Community’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact United Community’s proxy solicitor, Laurel Hill Advisory Group, LLC, at 2 Robbins Lane, Suite 201, Jericho, New York 11753, or by telephone at (888) 742-1305. Banks and brokers should call (516) 933-3100

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THE UNITED COMMUNITY PROPOSALS

Proposal 1—United Community Merger Agreement Proposal

United Community is asking its shareholders to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Each United Community shareholder should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the Merger. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the United Community board unanimously approved the Merger Agreement, having determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable and in the best interests of United Community and United Community’s shareholders. See the section of this joint proxy statement/prospectus entitled “THE MERGER—United Community’s Reasons for the Merger; Recommendation of the United Community Board of Directors” beginning on page 69 for a more detailed discussion of the United Community board’s recommendation.

The United Community board unanimously recommends a vote “FOR” the United Community Merger Agreement proposal.

Proposal 2—United Community Compensation Proposal

In accordance with Section 14A of the Exchange Act, United Community is providing its shareholders with the opportunity to cast an advisory (non-binding) vote on certain compensation that may become payable to its named executive officers that is based on or otherwise relates to the Merger, the value of which is set forth in the table included in the section of this joint proxy statement/prospectus entitled “INTERESTS OF UNITED COMMUNITY EXECUTIVE OFFICERS AND DIRECTORS—Merger-Related Compensation for United Community’s Named Executive Officers.” As required by Section 14A of the Exchange Act, and the applicable SEC rules issued thereunder, United Community is asking its shareholders to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to United Community’s named executive officers that is based on or otherwise relates to the Merger, as disclosed in the table and associated narrative discussion in the section of the proxy statement and prospectus entitled “INTERESTS OF UNITED COMMUNITY EXECUTIVE OFFICERS AND DIRECTORS—Merger-Related Compensation for United Community’s Named Executive Officers,” is hereby APPROVED.”

Approval of the United Community compensation proposal requires the affirmative vote of the majority of shares entitled to vote and represented in person or by proxy at the special meeting. The vote on the United Community compensation proposal is a vote separate and apart from the vote on the United Community Merger Agreement proposal. Accordingly, a United Community shareholder may vote to approve the United Community Merger Agreement proposal and vote not to approve the United Community compensation proposal and vice versa.

Because the vote on the United Community compensation proposal is advisory in nature only, it will not be binding on either United Community or Civista. Accordingly, because United Community is contractually obligated to pay the compensation described in the section of this proxy statement and prospectus entitled “INTERESTS OF UNITED COMMUNITY EXECUTIVE OFFICERS AND DIRECTORS—Merger-Related Compensation for United Community’s Named Executive Officers,” such compensation will be payable, subject only to the conditions applicable thereto, if the Merger is approved and the Merger is completed, regardless of the outcome of the advisory vote.

The board of directors of United Community unanimously recommends a vote “FOR” the United Community compensation proposal.

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Proposal 3—Adjournment of the United Community Special Meeting

If, as described in section “THE SPECIAL MEETING OF SHAREHOLDERS OF UNITED COMMUNITY—Matters to be Considered,” there are not sufficient votes to adopt and approve the Merger Agreement at the time of the United Community special meeting, the United Community shareholders cannot adopt and approve the Merger Agreement unless the special meeting is adjourned to a later date or dates in order to permit the solicitation of additional proxies. Pursuant to Indiana law, no notice of a meeting adjourned needs to be given if the time and place to which the meeting is adjourned are fixed and announced at the meeting. The proposal to adjourn the special meeting must be approved by the holders of the affirmative vote of the holders of a majority of United Community’s common shares represented, in person or by proxy, at the special meeting. In order to permit proxies that have been received by United Community at the time of the United Community special meeting to be voted for an adjournment, if necessary, United Community has submitted the proposal to adjourn the special meeting to the United Community shareholders as a separate matter for their consideration.

The board of directors of United Community recommends that you vote “FOR” the proposal to adjourn the special meeting.

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INTERESTS OF UNITED COMMUNITY EXECUTIVE OFFICERS

AND DIRECTORS IN THE MERGER

As described below, some of United Community directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of United Community’s shareholders generally, which are described below. The United Community board of directors was aware of these interests and considered these interests, among other matters, in approving the Merger Agreement.

Treatment of Stock Options

Under the terms of the Merger Agreement, any holder of an unexercised United Community stock option, whether vested or unvested, will receive cash from United Community Bank in the amount by which the sum of $2.54 and the “effective time value” per share exceeds the exercise or strike price of such stock option. If the exercise price of a stock option equals or exceeds the sum of $2.54 and the effective time value, such stock option will be cancelled without any payment in exchange. “Effective time value” means the product of (A) the average of the per share closing price of a Civista common share on the Nasdaq Capital Market during the five (5) consecutive full trading days ending on the trading day prior to the effective time of the Merger and (B) the exchange ratio.

Treatment of Restricted Stock Awards

The Merger Agreement provides that each award of United Community restricted common stock subject to vesting will become fully vested and will be converted into the right to receive the Merger consideration based on the Merger Agreement in the same manner as all outstanding United Community common shares, less deduction and withholding amounts required by applicable tax laws.

Stock Options and Restricted Stock Awards Held by United Community’s Executive Officers and Directors

For an estimate of the amounts that would be payable to each of United Community Bancorp’s named executive officers on settlement of their unvested equity awards, see “—Merger-Related Compensation for United Community’s Named Executive Officers” below. United Community’s non-employee directors, William F. Ritzmann, Robert J. Ewbank, Jerry W. Hacker, James D. Humphrey, Julie A. Mattlin and John Sutton, Jr., will be entitled to receive an estimated cash payment of $388,441, $116,533, $46,596, $14,826, $51,169 and $51,169, respectively, in exchange for the cancellation of their outstanding stock options upon consummation of the Merger. William F. Ritzmann, Robert J. Ewbank, Jerry W. Hacker, James D. Humphrey, Julie A. Mattlin and John Sutton, Jr. hold 1,939, 582, 582, 582, 2,910 and 2,910 restricted stock awards, respectively, that will become fully vested at the effective time of the Merger and convert in to the right to receive the same Merger consideration that all other shares of United Community common stock are entitled to receive in the Merger.

Employment Agreements with United Community, United Community Bank and Certain Officers

United Community and United Community Bank each maintain employment agreements with Elmer G. McLaughlin, President and Chief Executive Officer and W. Michael McLaughlin, Executive Vice President and Chief Operating Officer that provide for severance benefits, if following a change in control, Messrs. Elmer G. McLaughlin or W. Michael McLaughlin suffer an involuntary termination of employment for reasons other than cause or voluntarily terminate their employment for good reason. United Community Bank maintains a similar agreement with James W. Kittle, Senior Vice President and Chief Lending Officer. Under the terms of the employment agreements, the Merger constitutes a change in control, therefore if the executives suffer an involuntary termination of employment for reasons other than cause, or voluntarily terminate their employment for good reason on or after the Effective Time, each executive is entitled to a lump sum cash severance payment equal to the product of 2.99 and the executive’s “base amount,” as defined under Internal Revenue Code Section 280G. Under Internal Revenue Code Section 280G, the base amount equals the executive’s average annual taxable compensation over the five taxable years preceding the year in which the change in control

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occurs. Each executive is also entitled to continued coverage under all health, life, disability and other benefit plans until the earlier of the expiration of the employment agreement terms (June 30, 2020 for Messrs. Elmer G. McLaughlin and W. Michael McLaughlin and June 30, 2019 for Mr. James W. Kittle) or the date the executive becomes covered under another employer’s benefit plans. In the event that it is not possible to continue a particular benefit coverage for the executives, or if providing such a benefit coverage would be considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, and in either event an exemption of the six-month delay requirement of Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, the executives are entitled to receive a lump sum cash payment equal to the present value of the projected cost to maintain that particular insurance benefit. Section 280G of the Internal Revenue Code provides that severance payments that equal or exceed three times an individual’s base amount are deemed to be “excess parachute payments” if they are contingent upon a change in control. Individuals receiving excess parachute payments are subject to a 20% excise tax on the amount of the payment in excess of the base amount, and the employer may not deduct the payments in excess of the base amount. The employment agreements limit payments made to the executives in connection with a change in control to amounts that will not exceed the limits imposed by Section 280G. For an estimate of the amounts that would be payable to each of Elmer G. McLaughlin, W. Michael McLaughlin and James W. Kittle under their employment agreements, see “—Merger-Related Compensation for United Community’s Named Executive Officers” below.

Change in Control Agreement with United Community Bank and David Z. Rosen

United Community Bank maintains a change in control severance agreement with David Z. Rosen, Chief Financial Officer. The agreement provides that following a change in control, in the event Mr. Rosen suffers an involuntary termination of employment for reasons other than cause, or voluntarily terminates his employment with good reason within 12 months of a change in control, Mr. Rosen will be entitled to receive a lump sum cash payment equal to the base salary at the rate in effect immediately prior to a change in control and the most recent bonus paid by United Community or United Community Bank. In addition, the agreement provides that, if Mr. Rosen’s employment is terminated under such circumstances, he will also be entitled to continued benefit coverage under the Bank’s health and welfare plans for a period of twelve months following his termination of employment. In the event that it is not possible for the Bank to continue a particular benefit coverage, or if providing such a benefit coverage would be considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, and in either event an exemption of the six-month delay requirement of Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, the agreement provides that Mr. Rosen will instead be entitled to receive a lump sum cash payment equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit had his employment not terminated, see, “—Merger-Related Compensation for United Community’s Named Executive Officers” below.

Settlement Agreements with Elmer G. McLaughlin, W. Michael McLaughlin, James W. Kittle and David Z. Rosen

In connection with the execution of the Merger Agreement, Elmer G. McLaughlin, W. Michael McLaughlin and James W. Kittle, entered into settlement agreements with Civista, Civista Bank, United Community and United Community Bank. Subsequently, Civista, Civista Bank, United Community and United Community Bank entered into a settlement agreement with Mr. Rosen. The settlement agreements provide that, on the closing date of the proposed Merger, if Messrs. Elmer G. McLaughlin, James W. Kittle, W. Michael McLaughlin and David Z. Rosen have not voluntarily terminated their employment with United Community and United Community Bank and have not suffered an involuntary termination of employment for cause, Civista will pay each executive a lump-sum cash payment in full satisfaction of the payment obligations of Civista and Civista Bank under the existing employment agreements with United Community and United Community Bank and Messrs. Elmer G. McLaughlin and W. Michael McLaughlin, the United Community Bank employment agreement with Mr. James W. Kittle, and the United Community Bank change in control agreement with Mr. David Z. Rosen less applicable tax withholdings. All settlement agreement payments are subject to reduction to the extent necessary to ensure that no portion of such payment will be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986. For an estimate of the amounts that would be payable to

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Elmer G. McLaughlin, W. Michael McLaughlin, James W. Kittle and David Z. Rosen under their settlement agreements, see “—Merger-Related Compensation for United Community’s Named Executive Officers” below.

Payments Under Supplemental Executive Retirement Plan

United Community Bank maintains a supplemental executive retirement plan which provides participants with retirement benefits that cannot be provided under United Community Bank’s 401(k) Plan and/or employee stock ownership plan as a result of limitations imposed by the Internal Revenue Code, but that would have been provided under the plans, but for the Internal Revenue Code limitations. In addition to providing benefits that would otherwise be lost as a result of the Internal Revenue Code limitations on tax-qualified plans, the supplemental executive retirement plan also provides supplemental benefits upon a change in control before the scheduled repayment of the ESOP loan. Elmer G. McLaughlin, W. Michael McLaughlin and James W. Kittle currently participate in the supplemental executive retirement plan. For an estimate of the amounts that would be payable to Elmer G. McLaughlin, W. Michael McLaughlin and James W. Kittle under the supplemental executive retirement plan, see “—Merger-Related Compensation for United Community’s Named Executive Officers” below.

Payments under Executive Supplemental Retirement Income Agreements

United Community Bank maintains executive supplemental retirement income (“ESRI”) agreements. with Elmer G. McLaughlin, W. Michael McLaughlin and James W. Kittle for the purpose of providing the executives with additional compensation for 180 months following the executive’s retirement or other termination of service. The agreements provide that if the employee’s employment is terminated following a change in control (including voluntary termination after certain material changes in the employee’s functions, duties or responsibilities), contributions required under the agreements not yet made (or the present value of such contributions, as applicable) shall be immediately made to the trusts established in accordance with the agreements. Contributions required to be made on behalf of Mr. Elmer G. McLaughlin under his ESRI agreement have been made and he is not entitled to any additional contributions in connection with the transactions contemplated by the Merger Agreement. Portions of the contributions required to be made on behalf of Messrs. W. Michael McLaughlin and James W. Kittle under their ESRI agreements have not been made and therefore additional contributions are required to be made by United Community Bank in connection with the transactions contemplated by the Merger Agreement. Under the terms of the Merger Agreement, United Community Bank will take action to terminate the ESRI agreements at or immediately prior to the Effective Time and distribute the benefits to the executives. For an estimate of the amounts that will be distributed to each of Elmer G. McLaughlin, W. Michael McLaughlin and James W. Kittle under ESRI agreements, see “—Merger-Related Compensation for United Community’s Named Executive Officers” below.

Payments under Directors’ Retirement Plan

United Community Bank sponsors a directors’ retirement plan for the purpose of providing eligible directors with a cash benefit upon retirement. Under the plan, a non-employee director who has completed at least three years of service with the Bank and has attained the designated “benefit age” (ranging from age 72 years to age 80 years and 9 months) set forth in an individual agreement under the plan will receive a retirement benefit of $20,000 per year for ten years, payable in bi-weekly installments. Upon termination of service in connection with a change in control, a participating director becomes entitled to the same retirement benefit the director would have received if the director remained in service until reaching the director’s designated benefit age, payable over a ten-year period. The plan also provides that the board of directors may approve a disability benefit equal to the actuarially-determined annuitized value of a director’s benefit under the plan upon a termination of service due to disability. In addition to the above benefits, the plan provides the director’s beneficiary with a separate lump sum benefit of $10,000 for the payment of funeral expenses. No benefits are payable under the plan upon a termination of service for cause.

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Under the terms of the Merger Agreement, United Community Bank will take action to terminate the director retirement plan at or immediately prior to the Effective Time and distribute the benefits to the participating non-employee directors. Following the termination of the director retirement plan, directors Ewbank, Hacker, Humphrey, Mattlin and Sutton, who each participate in the director retirement plan, will each receive a cash payment of the present value of $200,000 that would be payable to them at their respective retirement age under the director retirement plan.

Appointment of Two Directors to Civista’s Board and Three Directors to the Civista Bank Board

Pursuant to the Merger Agreement, Civista will increase the number of members of its board of directors by two and appoint two members of United Community’s board of directors as members of its board. As of the effective time, Civista Bank (as the surviving institution in the Bank Merger), will increase the number of members of its board of directors by three and appoint three members of United Community’s board of directors as members of its board members of its board. United Community and Civista have agreed that Elmer G. McLaughlin and Julie A. Mattlin will be appointed to Civista’s and Civista Bank’s boards of directors. William F. Ritzmann will also be appointed to Civista Bank’s board of directors. Civista Bank will invite all directors of United Bank not identified in the preceding sentences to be members of a community advisory board which Civista Bank will maintain for at least two years following the closing date of the Merger.

Indemnification and Insurance of Directors and Officers

Pursuant to the Merger Agreement, from and after the effective time of the Merger, Civista will indemnify each person who served as a director or officer of United Community, to the fullest extent permitted by law, from and against costs, expenses (including attorneys’ fees), judgments, fines, losses, damages or liabilities in connection with any threatened or actual action, suit, proceeding or investigation arising from or pertaining to the fact that such person was a director or officer of United Community or one of its subsidiaries. In addition, Civista has agreed to maintain, for a period of six years following the closing of the Merger, directors’ and officers’ liability insurance for claims against present and former directors and officers of United Community and United Community Bank.

Merger-Related Compensation for United Community’s Named Executive Officers

The information set forth in the following table is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each of United Community’s named executive officers that is based on, or otherwise relates to, the Merger. The merger-related compensation payable to these individuals is the subject of a non-binding advisory vote of United Community stockholders, as described above in “THE UNITED COMMUNITY PROPOSALS—Proposal 2—United Community Compensation Proposal.”

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The following table sets forth the amount of payments and benefits that each of United Community’s named executive officers would receive in connection with the Merger, assuming: (i) that the effective time of the Merger was June 4, 2018, the last practicable date prior to the date of this joint proxy statement/prospectus; (ii) an implied per share price of United Community common stock of $27.17, which reflects the 1.027 fixed exchange ratio and the $2.54 cash consideration to be received in the Merger; and (iii) each named executive officer experiences a qualifying termination of employment on June 4, 2018. This table does not include the value of benefits in which the named executive officers are vested without regard to the occurrence of a change in control. The amounts shown below are estimates based on multiple assumptions that may or may not actually occur, and as a result, the actual amounts to be received by a named executive officer may differ materially from the amounts shown below.