DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under Rule 14a-12

CIVISTA BANCSHARES, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS & PROXY STATEMENT CIVISTA BANCSHARES, INC. Rooted in Community, Focused on the Future. NASDAQ: CIVB | civb.com | civista.bank

CIVISTA BANCSHARES, INC.

P.O. Box 5016 ½ Sandusky, Ohio 44870

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 19, 2026

TO ALL SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Civista Bancshares, Inc. (the “Corporation”) will be held at Sawmill Creek Resort, 400 Sawmill Creek Drive, Huron, Ohio 44839, at 10:00 AM Eastern Time on Tuesday, May 19, 2026, for the following purposes:

To elect eleven (11) Directors to serve one-year terms expiring in 2027.

To consider and vote upon a non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers as disclosed in the accompanying proxy statement.

To ratify the appointment of Plante & Moran, PLLC as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2026.

To consider and act upon any other matter which may properly be brought before the meeting or any adjournment thereof.

Only those holders of record of common shares of the Corporation at the close of business on March 24, 2026, will be entitled to notice of and to vote at the Annual Meeting.

Date and Time

LOGO

Tuesday, May 19, 2026

10:00 AM Eastern

Location

LOGO

In-person Meeting

Sawmill Creek Resort

400 Sawmill Creek Drive

Huron, Ohio 44839

Record Date

LOGO

Tuesday, March 24, 2026

A Notice of Internet Availability of Proxy Materials is being sent to shareholders on or about April 7, 2026. The Notice of Internet Availability of Proxy Materials contains instructions on how to access the Corporation’s Proxy Statement for the 2026 Annual Meeting and the Corporation’s 2025 Annual Report to Shareholders. Copies of the Corporation’s Proxy Statement, a form of proxy card and the 2025 Annual Report to Shareholders can be requested free of charge at the following Internet address: www.proxydocs.com/CIVB.

HOW TO VOTE


Internet	Call	Mail
Go to www.proxydocs.com/CIVB and follow the online instructions. You will need information from your Notice of Internet Availability of Proxy Materials	Call: 1-844-926-2041	If you request to receive your proxy materials by mail, then mark your vote on your proxy card, sign your name exactly as it appears, date it and return it in the envelope provided.

LOGO

We encourage our shareholders to enroll in e-delivery for future proxy materials. Electronic delivery is convenient and provides immediate access to these materials. This will help us saving printing and mailing expenses, and will reduce our impact on the environment. Follow the simple instructions at www.proxydocs.com/CIVB.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2026: The


		Notice of Annual Meeting of Shareholders ½ 1

Corporation’s Proxy Statement for the Annual Meeting, a sample of the form of proxy card and the Corporation’s 2025 Annual Report to Shareholders are available at www.proxydocs.com/CIVB.

Before making any voting decisions, you are urged to read the Corporation’s Proxy Statement for the Annual Meeting (including any amendments or supplements thereto) and any other relevant documents that the Corporation may file with or furnish to the SEC.

You are cordially invited to attend the Annual Meeting. Your vote is very important, regardless of the number of common shares you own. Whether or not you plan to attend the Annual Meeting in person, it is important that your common shares be represented. Please vote as soon as possible by following the instructions in your Notice of Internet Availability of Proxy Materials. You may vote electronically via the Internet or by using the toll-free telephone number provided, or by completing and returning a proxy card by mail if you requested or received paper materials. A return envelope, which requires no postage if mailed in the United States, will be provided with mailed proxy materials. You may also cast your vote in person at the Annual Meeting; however, if you are not the record holder of your common shares, you must bring documentation from your broker, financial institution, or other nominee authorizing you to vote on behalf of the record holder of your shares.

To obtain driving directions to attend the Annual Meeting, please contact Karen Terenzi (419-609-1347; kmterenzi@civista.bank) or Lori Castillo (419-627-4554; lacastillo@civista.bank).

By Order of the Board of Directors

LOGO

Lance A. Morrison, Corporate Secretary

Civista Bancshares, Inc.

April 7, 2026


		Notice of Annual Meeting of Shareholders ½ 2

TABLE OF CONTENTS


INTRODUCTION			1
VOTING INFORMATION			1
Who can vote?			1
How do I vote?			1
How do I vote if my common shares are held in “street name”?			2
How will my common shares be voted?			2
Can the proxy materials be accessed electronically?			2
How do I change or revoke my proxy?			2
If I vote in advance, can I still attend the Annual Meeting?			3
What constitutes a quorum and how many votes are required for adoption of the proposals?			3
Who pays the cost of proxy solicitation?			4
Who should I call if I have questions concerning this proxy solicitation or the proposals to be considered at the Annual Meeting?			4
PROPOSAL 1: ELECTION OF DIRECTORS			4
Recommendation and Vote			8
Section 16(a) Reports			10
BOARD OF DIRECTOR MEETINGS AND COMMITTEES			10
Meetings of the Board of Directors			10
Attendance at Annual Meeting of Shareholders			10
Board Leadership Structure and Role in Risk Management			10
Committees of the Board			11
2025 COMPENSATION OF DIRECTORS			14
CORPORATE GOVERNANCE			15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			18
EXECUTIVE OFFICERS OF THE CORPORATION			18
EXECUTIVE COMPENSATION			20
Compensation Discussion and Analysis			20
Overview of Compensation Program			20
Role of the Compensation Committee, Management and Consultants in Determining Compensation			21
Compensation Philosophy and Objectives			22
Clawback Policy			23
Timing of Grants of Equity Awards			23
Compensation Components			23
Summary Compensation Table			27
CEO Pay Ratio			28
Grants of Plan Based Awards			28
Outstanding Equity Awards at Fiscal Year-End			29
Option Exercises and Stock Vested			29
Pension Benefits			30
Retirement, Deferred Compensation and Other Benefit Plans			30
Defined Contribution/401(k) Plan			30
Defined Benefit Pension Plan			30
Nonqualified Deferred Compensation for 2025			31
Supplemental Executive Retirement Benefits			31
Pension Shortfall Agreements			31
Incentive Plans			32
Change in Control Agreements			32
Potential Payments Upon Termination or Change-in-Control			32
Pay Versus Performance			34
PROPOSAL 2: NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			39
Recommendation and Vote			40
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			40
AUDIT COMMITTEE MATTERS			41
Change in Independent Registered Public Accounting Firm			41


		i		2026 PROXY STATEMENT – Table of Contents


Pre-Approval of Services Performed by Independent Registered Public Accounting Firm			41
Fees of Independent Registered Public Accounting Firm			41
AUDIT COMMITTEE REPORT			42
SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING			42
OTHER MATTERS			43
ANNUAL REPORT			43


		ii		2026 PROXY STATEMENT – Table of Contents

CIVISTA BANCSHARES, INC.

P.O. Box 5016 | Sandusky, Ohio 44870

(419) 625-4121 | www.civb.com

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2026

INTRODUCTION

We are making this Proxy Statement available to you as a shareholder of Civista Bancshares, Inc. (the “Corporation”) in connection with the solicitation of proxies by the Corporation’s Board of Directors for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 10:00 AM Eastern Time on Tuesday, May 19, 2026, at Sawmill Creek Resort, 400 Sawmill Creek Drive, Huron, Ohio 44839, or at any adjournment thereof. In accordance with the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to furnish proxy materials for the Annual Meeting via the Internet. On or about April 7, 2026, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail to holders of our common shares. The Notice provides instructions on how to access the proxy materials, including this Proxy Statement, the proxy card, and the Corporation’s Annual Report to Shareholders, online at www.proxydocs.com/CIVB.

At the Annual Meeting, shareholders will be asked to consider and vote upon the following:

To elect eleven (11) Directors to serve one-year terms expiring in 2027.

To consider and vote upon a non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers as disclosed in this Proxy Statement.

To ratify the appointment of Plante & Moran, PLLC as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2026.

To consider and act upon any other matter which may properly be brought before the meeting or any adjournment thereof.

VOTING INFORMATION

Who can vote?

Only holders of record of the Corporation’s common shares as of the close of business on March 24, 2026, the record date for determination of the shareholders entitled to vote at the Annual Meeting, will be entitled to vote at the Annual Meeting. At the close of business on March 24, 2026, there were 24,658,922 common shares of the Corporation outstanding and 20,715,585 common shares entitled to vote. (As of the record date, the individuals entitled to the remaining outstanding shares had not exchanged stock in an acquired company for common shares of the Corporation.) The common shares are the only class of stock of the Corporation presently outstanding and entitled to vote at the Annual Meeting.

Each shareholder will be entitled to cast one vote for each common share held on March 24, 2026, with respect to each candidate for election to the Board of Directors. With respect to all other matters submitted to a vote at the Annual Meeting, each shareholder will be entitled to one vote for each common share of the Corporation held on March 24, 2026.

How do I vote?

If you were a record holder of common shares of the Corporation as of March 24, 2026, you may vote in person by attending the Annual Meeting.

Shareholders whose common shares of the Corporation are registered directly with the Corporation’s transfer agent, Equiniti Trust Company (“Equiniti”), may vote electronically via the Internet by visiting www.proxydocs.com/CIVB or by telephone at 1-844-2041. Your unique control number, which is required to vote, can be found on the Notice of Internet Availability of Proxy Materials or on the proxy card. The deadline for


		PROXY STATEMENT 2026 ½ 1

transmitting voting instructions electronically via the Internet or telephonically is 10:00 AM, Eastern Time, on May 19, 2026. Shareholders also have the option to vote by mail by requesting printed proxy materials, including a form of proxy card, at www.proxydocs.com/CIVB.

How do I vote if my common shares are held in “street name”?

If you hold your common shares in “street name” with a broker, a financial institution or other nominee, then that entity is considered the shareholder of record for voting purposes and should give you instructions for voting your common shares. As a beneficial owner, you have the right to direct the record holder on how to vote the common shares held in your account. If you hold your common shares in “street name”, you may be eligible to appoint your proxy electronically via the Internet or telephonically and may incur costs associated with the electronic access or telephone usage.

If you hold your common shares in “street name” and wish to attend the Annual Meeting and vote in person, you must bring documentation from your broker, financial institution or other nominee authorizing you to vote your common shares on behalf of such record holder. The documentation must show that you were the direct or indirect beneficial owner of the common shares on March 24, 2026, the record date for voting at the Annual Meeting.

How will my common shares be voted?

Those common shares represented by properly executed proxy cards that are received prior to the Annual Meeting, or by properly authenticated Internet or telephone votes that are submitted prior to the deadline for doing so, and not subsequently revoked, will be voted by your proxies in accordance with your instructions. If you submit a valid proxy card prior to the Annual Meeting, or timely submit your proxy via the Internet or by telephone, but do not provide voting instructions, your proxies will vote your common shares as recommended by the Board of Directors, except in the case of broker non-votes where applicable, as follows:

●

“FOR” the election as Directors of the Corporation of the eleven (11) nominees listed under the heading “PROPOSAL 1 - ELECTION OF DIRECTORS”;

●

“FOR” the non-binding advisory resolution to approve the compensation of the Corporation’s named executive officers as disclosed in this Proxy Statement; and

●

“FOR” the ratification of the appointment of Plante & Moran, PLLC as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2026.

If any other matters are properly presented for voting at the Annual Meeting, the persons appointed as proxies will vote on those matters, to the extent permitted by applicable law, in accordance with their best judgment. No appraisal or dissenters’ rights exist for any action proposed to be taken at the Annual Meeting.

Can the proxy materials be accessed electronically?

Yes. The Corporation’s Proxy Statement for the Annual Meeting, a sample of the form of proxy card and the Corporation’s 2025 Annual Report to Shareholders are available on the Internet at www.proxydocs.com/CIVB.

How do I change or revoke my proxy?

Shareholders who submit proxies retain the right to revoke them at any time before they are exercised. Unless revoked, the common shares represented by such proxies will be voted at the Annual Meeting and any adjournment thereof. You may revoke your proxy at any time before a vote is taken at the Annual Meeting by:

●

filing a written notice of revocation with the Corporate Secretary of the Corporation, at 100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870;

●

executing and returning a later-dated proxy card or submitting a later-dated vote through the Internet or by telephone; or

●

attending the Annual Meeting and giving notice of revocation in person.

Attendance at the Annual Meeting will not, by itself, revoke your proxy.


		PROXY STATEMENT 2026 ½ 2

The last-dated proxy or vote you submit (by any means) will supersede any previously submitted proxy or vote. If you have instructed your broker, financial institution or other nominee to vote your common shares, you must follow directions received from your broker, financial institution or other nominee to change your vote.

If I vote in advance, can I still attend the Annual Meeting?

Yes. You are encouraged to vote promptly by following the instructions provided in your Notice of Internet Availability of Proxy Materials or proxy card. You may vote by returning your signed proxy card by mail or, if applicable, by appointing a proxy to vote electronically via the Internet or by telephone, ensuring your common shares are represented at the Annual Meeting. Please note that appointing a proxy does not affect your right to attend the Annual Meeting.

What constitutes a quorum and how many votes are required for adoption of the proposals?

A majority of the outstanding common shares of the Corporation represented in person or by proxy will constitute a quorum at the Annual Meeting. Common shares may be presented in person or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted as being present for purposes of determining the presence of a quorum. There were 20,715,585 common shares of the Corporation outstanding and entitled to vote on March 24, 2026, the record date for the Annual Meeting. A majority of the outstanding common shares, or 10,357,794 common shares, present in person or represented by proxy, will constitute a quorum at the Annual Meeting. A quorum must exist to conduct business at the Annual Meeting.

The rules of the NASDAQ Stock Market LLC (“NASDAQ”), the stock exchange on which the Corporation’s common shares are listed, determine whether proposals presented at shareholder meetings are routine or non-routine. If a proposal is routine, a broker holding common shares for a beneficial owner in street name may vote on the proposal without receiving instructions from the beneficial owner. 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.

The ratification of the appointment of the Corporation’s independent registered public accounting firm (Proposal 3) is the only routine proposal. Each of the other proposals is considered a non-routine matter and, therefore, your broker may vote on these matters only if you provide voting instructions. Accordingly, it is important that you provide instructions to your broker on these matters.

Vote Required with Respect to the Proposals

•

Proposal 1 - Election of Directors

Under Ohio law and the Corporation’s Regulations, the eleven (11) nominees for election as Directors of the Corporation who receive the greatest number of votes “FOR” election will be elected Directors. Common shares as to which the authority to vote is withheld and broker non-votes will be counted for quorum purposes but will not affect whether a nominee has received sufficient votes to be elected.

•

Proposal 2 - Non-Binding Advisory Resolution to Approve the Compensation of the Corporation’s Named Executive Officers

The affirmative vote of a majority of the common shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required to approve the non-binding advisory resolution to approve the compensation paid to the Corporation’s named executive officers as disclosed in this Proxy Statement. The effect of an abstention is the same as a vote “AGAINST” Proposal 2. Broker non-votes will not be counted in determining whether the proposal has been approved.

•

Proposal 3 - Ratification of the Appointment of the Corporation’s Independent Registered Public Accounting Firm

The affirmative vote of a majority of the common shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required to ratify the appointment of Plante & Moran, PLLC as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2026. The effect of an abstention is the same as a vote “AGAINST” Proposal 3. Because Proposal 3 is a routine proposal, there will be no broker non-votes associated with this proposal.


		PROXY STATEMENT 2026 ½ 3

In accordance with the Corporation’s policy, proxy cards, ballots and voting instructions that identify individual shareholders will be kept confidential. Exceptions to this policy, however, may be necessary in limited instances to comply with applicable legal requirements and, in the event of a contested proxy solicitation, to verify the validity of proxies, ballots and voting instructions submitted by shareholders and the results of the voting.

Who pays the cost of proxy solicitation?

The Corporation will pay the costs of preparing, assembling and making available this Proxy Statement, the accompanying proxy card, and other related materials, as well as all other costs incurred in connection with the solicitation of proxies on behalf of the Board of Directors, other than any Internet access and telephone usage charges you may incur. Although we are soliciting proxies primarily by providing shareholders with a Notice of Internet Availability of Proxy Materials and access to these materials online, we may also mail paper copies upon request. In addition, directors, officers, and employees of the Corporation and its subsidiaries may solicit proxies by further mailing, personal contact, telephone or electronic mail without receiving any additional compensation for such solicitations.

Arrangements will also be made with brokerage firms, financial institutions and other nominees that are record holders of common shares of the Corporation for the forwarding of solicitation materials to the beneficial owners of such common shares. The Corporation will reimburse these brokers, financial institutions and other nominees for their reasonable out-of-pocket costs in connection therewith.

Who should I call if I have questions concerning this proxy solicitation or the proposals to be considered at the Annual Meeting?

If you have any questions concerning this proxy solicitation, or the proposals to be considered at the Annual Meeting, please call Lance A. Morrison, Corporate Secretary, at 419-625-4121 (Sandusky area) or 888-645-4121 (other).

PROPOSAL 1

ELECTION OF DIRECTORS

The Corporation’s Regulations provide that the number of Directors shall be not less than five (5) nor more than twenty-five (25), as from time to time shall be determined by resolution of the Board of Directors of the Corporation. The Board of Directors currently consists of eleven (11) members, and the current terms of all of the Directors expire at the Annual Meeting in 2026.

The Board of Directors proposes that each of the eleven (11) nominees named below be elected as a Director of the Corporation to serve a one (1) year term expiring at the annual meeting in 2027, and until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. Each nominee was recommended by the Nominating and Corporate Governance Committee (the “Nominating Committee”) for election. All of the nominees have expressed their willingness to serve as Directors if elected. The Board of Directors has no reason to believe that any nominee will be unavailable or unable to serve as a Director; however, if for any reason a nominee becomes unable or unwilling to stand for election as a Director, the individuals designated as proxies in the enclosed proxy card will have full discretion to vote the common shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee designated by the Board of Directors following recommendation by the Nominating Committee.

The following table lists each nominee’s name, age, principal occupations and/or positions held with the Corporation, the Corporation’s banking subsidiary, Civista Bank (“Civista Bank” or the “Bank”), and the Corporation’s other subsidiaries, and the year the nominee first became a Director of the Corporation. Unless otherwise indicated, each individual has held his or her principal occupation for more than five years. Additional information regarding each nominee is provided under the heading “CORPORATE GOVERNANCE - Director Qualifications” beginning on page 17 of this Proxy Statement. The table below also sets forth the specific attributes, skills and qualifications possessed by each Director nominee which the Nominating Committee and the Board of Directors believe qualify such Director to serve on the Board of Directors.


		PROXY STATEMENT 2026 ½ 4


Darci L. Congrove*; Managing Director, GBQ Partners, LLC
Director since 2023 Age 56 Board Committees Audit Committee Board Risk (Chair)	Relevant Expertise Ms. Congrove has more than 31 years of experience as a Certified Public Accountant in private practice and more than 15 years as Managing Director of the largest Columbus, Ohio based public accounting firm. This allows her to provide tax, accounting and financial expertise to the Board of Directors. Career Highlights • Managing Director, GBQ Partners, LLC (2010-present) • Partner, GBQ Partners, LLC (2003-present) Other Boards Columbus College of Art & Design, Board Member (2021-present) - Audit Committee, Chair (2023-present) Columbus Franklin County Finance Authority, Board Member (2012-present) Columbus Chamber Foundation, Board Member (2018-present) Education Bachelor of Science in Business, Miami University (1990) Master of Accountancy, Taxation Emphasis, Miami University (1991) Certified Public Accountant, Ohio (1992)	Key Skills • Accounting//Finance • HR, Employee Benefits • Executive Compensation • Risk Management • Corporate Governance • Technology and AI • Private Company Experience • Regulated Industry Experience • Geographic Footprint Presence • Real Estate • Sales and Marketing

Mark J. Macioce*; Vice President and Chief Information Officer, Kichler Lighting
Director since 2023 Age 48 Board Committees Audit Committee Board Risk Committee Compensation Committee	Relevant Expertise Mr. Macioce has more than 23 years of experience as an Information Technology professional, IT Director and Chief Information Officer. This allows him to provide business, technology and innovation expertise to the Board of Directors. Career Highlights • Vice President and Chief Information Officer, Kichler Lighting (a MASCO Company) (August 2020-present) • Vice President, CIO, IT Americas, Synthomer PLC (formerly OMNOVA Solutions) (July 2017-April 2020) Other Boards Ohio Guidestone, Board Member Education Bachelors, Management Information Systems, Pennsylvania State University (2000) Masters, Computer Science& Engineering, Gannon University (2002)	Key Skills • HR, Employee Benefits • Executive Compensation • Risk Management • Technology and AI • Strategic Planning • Digital Products/Services • Public Company Experience • Private Company Experience • Regulated Industry Experience • Geographic Footprint Presence • Sales and Marketing

Julie A. Mattlin*; Principal, DKMG Consulting, LLC
Director since 2018 Age 61 Board Committees Audit Committee (Chair) Board Risk Committee	Relevant Expertise Ms. Mattlin has more than 33 years of experience in providing financial consulting services to airports, including the development of financial and funding strategies and reports related to bond issuances. This allows her to provide financial and business expertise to the Board of Directors. Career Highlights • Principal, DKMG Consulting, LLC (2014-present) • Director of United Community Bank (2015-2018) Education Finance and Accounting BBA, University of Cincinnati (1988) MBA, Xavier University (1994)	Key Skills • Accounting/Finance • Banking • Risk Management • Strategic Planning • Private Company Experience • Regulated Industry Experience • Geographic Footprint Presence • Sales and Marketing
*Independent Director


		PROXY STATEMENT 2026 ½ 5


Mary Patricia Oliver*; Founder, Oliver Consulting Group
Director since 2017 Age 70 Board Committees Audit Committee Board Risk Committee Compensation Committee N&CG Committee (Chair)	Relevant Expertise Ms. Oliver has more than 41 years of experience as an attorney practicing in the financial services industry, including most recently, as a partner with Tucker Ellis, LLP and formerly as Executive Vice President, General Counsel and Chief Corporate Governance Officer of BB&T Corporation. This allows her to provide legal, financial and governance expertise to the Board of Directors. Career Highlights • Partner, Tucker Ellis, LLP (2014-2018 retirement) Other Boards Beck Center for the Arts, Board Member (2016-present) Education BA, Political Science, Allegheny College (1976) JD, Case Western Reserve School of Law (1980)	Key Skills • Accounting/Finance • HR, Employee Benefits • Executive Compensation • Legal • Risk Management • Corporate Governance • Strategic Planning • Public Company Experience • Regulated Industry • Investor Relations • Geographic Footprint Presence • Sales and Marketing

Charles A. Parcher; Executive Vice President, Civista Bancshares, Inc.
Director since 2025 Age 61	Relevant Expertise Mr. Parcher has more than 37 years of banking experience, including his experience as Executive Vice President of the Corporation and President of the Bank, along with his previous experiences as market executive and in other corporate executive roles. This allows him to provide banking and financial expertise to the Board of Directors. Career Highlights • Executive Vice President, Civista Bancshares, Inc. (2025-present) • President, Civista Bank (2025-present) • Executive Vice President and Chief Lending Officer, Civista Bank (2016-2025) • Senior Vice President, Civista Bancshares, Inc. (2015-2025) Other Boards YMCA of Greater Toledo, Board of Trustees (2012-present) Firelands Regional Medical Center, Board Member (2025-present) Education Bachelor Degree, Finance and Economics, Miami University (1986) MBA, University of Toledo (1992)	Key Skills • Accounting/Finance • HR, Employee Benefits • Executive Compensation • Banking • Risk Management • Strategic Planning • Public Company • Regulated Industry • Investor Relations • Geographic Footprint Presence • Real Estate • Sales and Marketing Other Leadership • YMCA of Greater Toledo • ProMedica Toledo Metropolitan Hospitals • Toledo Regional Chamber of Commerce

Clyde A. “Chip” Perfect, Jr.*; General Manager and CFO, Perfect North Slopes, Inc.
Director since 2023 Age 69 Board Committees Board Risk Committee N&CG Committee	Relevant Expertise Mr. Perfect has more than 45 years of experience as the manager of a successful service industry business and has many years in public service. This allows him to provide valuable business and public service experience to the Board of Directors. Career Highlights • General Manager and CFO, Perfect North Slopes, Inc. (1978-present) • Senator, Indiana State Senate (2014-2023) Education BA, Agricultural Education, Purdue University (1979)	Key Skills • Accounting/Finance • HR, Employee Benefits • Risk Management • Geographic Footprint Presence • Real Estate • Sales and Marketing
*Independent Director


		PROXY STATEMENT 2026 ½ 6


Dennis G. Shaffer; CEO and President, Civista Bancshares, Inc.
Director since 2017 Age 63	Relevant Expertise Mr. Shaffer has more than 40 years of experience working in the financial services industry, including the last 16 years at the Corporation and the Bank in various roles including Chief Executive Officer. This allows him to provide banking, accounting and financial expertise, as well as, comprehensive knowledge and understanding of the Corporation’s operations and management to the Board of Directors. Career Highlights • President and CEO, Civista Bancshares, Inc. (2018-present) • CEO, Civista Bank (2018-present) • President, Civista Bank (2014-2025) • Executive Vice President, Civista Bancshares, Inc. (2014-2017) • Senior Vice President, Civista Bancshares, Inc. (2009-2014) • Executive Vice President, Chief Lending Officer, Civista Bank (2009-2014) Education BA, Public Relations/Journalism, Ohio State University (1985) The Ohio School of Banking (1991) The Graduate School of Banking (1998)	Key Skills • Accounting/Finance • HR, Employee Benefits • Executive Compensation • Banking • Risk Management • Corporate Governance • Strategic Planning • Public Company • Regulated Industry • Investor Relations • Geographic Footprint Presence • Real Estate • Sales and Marketing Other Leadership • State of Ohio Banking Commission • Greater Sandusky Partnership • Cancer Support Community of Central Ohio

Harry Singer*; President and CEO, Sandusky, Inc.
Director since 2019 Age 71 Board Committees Audit Committee Board Risk Committee Compensation Committee (Chair)	Relevant Expertise Mr. Singer has more than 37 years of experience in both commercial real estate and retail industries. This allows him to provide valuable owner/operator and business expertise to the Board of Directors. Career Highlights • President and CEO, Sandusco, Inc. (1980-present) • President and CEO, ICM Distributing Company, Inc. (1980-present) Other Boards Sandusco, Inc., Board Member (2017-present) Wiggs Realty Company of Indiana, Board Member (2017-present) ICM Distributing Company, Inc., Board Member (2017-present) Sandusky Distributing Company, Inc., Board Member (2017-present) Sandboro Realty Company, Board Member (2017-present) Education BA, Economics & History, Emory University (1977) MBA, Finance & Administration, Indiana University (1981)	Key Skills • Accounting/Finance • Executive Compensation • Corporate Governance • Strategic Planning • Private Company Experience • Geographic Footprint Presence • Real Estate • Sales and Marketing

Nathan E. Weaks*; President, Automatic Feed Company
Director since 2023 Age 70 Board Committees Audit Committee Board Risk Committee	Relevant Expertise Mr. Weaks has more than 22 years of experience as a director, officer and/or chief financial officer of a successful manufacturing company, as well as more than 8 years of experience as a director of a community bank. This allows him to provide valuable business expertise to the Board of Directors. Career Highlights • CFO, Nidec Minster Corporation (2024-Present) • President, Automatic Feed Company (2018-2024) • Director of Henry County Bank (2018-2023) • Director of Northwest State Community College Foundation (since 2013) • Director of Automatic Feed Company (since 2004) Other Boards Automatic Feed Company, Board Member (2004- present) Northwest State Community College Foundation, Board Member (2013-present) Education BA, Economics & Religion, Adrian College (1978) MBA, Marketing Research, University of Toledo (1979) Certified Management Accountant (1984)	Key Skills • Accounting//Finance • Executive Compensation • Legal • Banking • Risk Management • Technology • Strategic Planning • Public Company Experience • Private Company Experience • Regulated Industry Experience • Geographic Footprint Presence • Real Estate • Sales and Marketing
*Independent Director


		PROXY STATEMENT 2026 ½ 7


Lorina W. Wise*; Chief Human Resources Officer, Assistant Corporate Secretary, Nationwide Children’s Hospital
Director since 2022 Age 66 Board Committees Compensation Committee N&CG Committee	Relevant Expertise Ms. Wise has more than 38 years of experience as a leader and executive at large institutions, including her current position with Nationwide Children’s Hospital, specializing in labor and employment matters, as well as, legal, regulatory, financial and administrative matters related thereto. This allows her to provide valuable business, legal and human resource expertise and perspectives to the Board of Directors. Career Highlights • Chief Human Resources Officer, Assistant Corporate Secretary, Nationwide Children’s Hospital (2018-present) • Deputy General Counsel, Nationwide Children’s Hospital (2015-2018) • Assistant General Counsel, Nationwide Children’s Hospital (2012-2015) Other Boards YMCA of Central Ohio, Board Member (2020-present) - Executive Committee (2021-present) Big Brothers Big Sisters, Board Member (2020-present) - Executive Committee (2021-present) Columbus State College, Board Member (2023-present) Education BA, Johns Hopkins University (1981) JD, University of Pittsburgh School of Law (1984)	Key Skills • HR, Employee Benefits • Executive Compensation • Legal • Strategic Planning • Regulated Industry Experience • Geographic Footprint Presence

Gerald B. Wurm*; President, Wurm’s Woodworking Company
Director since 2023 Age 71 Board Committees Audit Committee Compensation Committee	Relevant Expertise Mr. Wurm has more than 45 years of experience as president of a successful manufacturing company. This allows him to provide valuable business expertise to the Board of Directors. Career Highlights • President, Wurm’s Woodworking Company (1983-present)	Key Skills • Accounting//Finance • Executive Compensation • Strategic Planning • Private Company Experience • Geographic Footprint Presence

*Independent Director

Effective as of March 13, 2026, Dennis E. Murray, Jr. resigned from the Boards of Directors of the Corporation and the Bank. Following Mr. Murray’s resignation, the Board of Directors approved a reduction in the size of the Board of Directors of the Corporation and the Bank from 12 to 11 members.

Recommendation and Vote

Under Ohio law and the Corporation’s Regulations, the eleven (11) nominees for election as Directors of the Corporation who receive the greatest number of votes “FOR” election will be elected Directors. Common shares represented by properly executed proxy cards that are received prior to the Annual Meeting, or by properly authenticated Internet or telephone votes that are submitted prior to the deadline for doing so, and not subsequently revoked, will be voted “FOR” the election of the nominees listed above unless authority to vote for one or more nominees is withheld. Shareholders may withhold authority to vote for the entire slate as nominated or may withhold the authority to vote for one or more individual nominees. Common shares as to which the authority to vote is withheld will be counted for quorum purposes but will not be counted toward the election of directors, or toward the election of the individual nominees specified on the proxy card.

The Board of Directors recommends a vote “FOR” the election of all eleven (11) nominees listed above.


		PROXY STATEMENT 2026 ½ 8

BENEFICIAL OWNERSHIP OF

COMMON SHARES OF THE CORPORATION

The following table sets forth information concerning the only shareholders known to the Corporation to own beneficially more than 5% of the outstanding common shares of the Corporation as of March 24, 2026.


NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS (1)
Wellington Management Group LLP (2) Wellington Group Holdings LLP Wellington Investment Advisors Holdings LLP Wellington Management Company LLP c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210	1,474,065	5.98%
BlackRock, Inc. (3) 50 Hudson Yards New York, NY 10001	1,232,195	5.00%

(1)

Percent of Class is computed based on 24,658,922 common shares outstanding on March 24, 2026.

(2)

Based upon the information contained in Schedule 13G filed with the SEC on November 12, 2025, to report beneficial ownership of common shares of the Corporation as of September 30, 2025 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (collectively “Wellington”) and certain subsidiary investment advisors. The Schedule 13G filed by Wellington reported sole voting power as to 0 common shares, shared voting power as to 1,474,065 common shares, sole dispositive power as to 0 common shares and shared dispositive power as to 1,474,065 common shares.

(3)

Based upon the information contained in Schedule 13G/A filed with the SEC on October 17, 2025, to report beneficial ownership of common shares of the Corporation as of September 30, 2025 by BlackRock, Inc. as parent holding company for the following subsidiaries: BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC. The Schedule 13G/A filed by BlackRock, Inc. reported sole voting power as to 1,203,332 common shares, shared voting power as to 0 common shares, sole dispositive power as to all 1,232,195 common shares and shared dispositive power as to 0 common shares.

The following table sets forth information regarding the beneficial ownership of the Corporation’s common shares, as of March 24, 2026, for each of the current Directors of the Corporation, each of the nominees for election as a Director of the Corporation, each of the individuals named in the Summary Compensation Table for 2025 on page 27, and all Directors, nominees and executive officers of the Corporation as a group.

Amount and Nature of Beneficial Ownership


Name of Beneficial Owner or Number of Persons in Group (1)	Amount and Nature of Beneficial Ownership		Percent of Class (2)
Darci Congrove		4,902		*
Richard J. Dutton (3)(9)		38,072		*
Mark Macioce		3,626		*
Julie A. Mattlin		13,469		*
Lance A. Morrison (4)		8,129		*
Mary Patricia Oliver		7,857		*
Charles A. Parcher (5)		29,664		*
Clyde A. Perfect, Jr.		12,742		*
Dennis G. Shaffer (6)(9)		53,547		*
Harry Singer (7)		23,219		*
Nathan E. Weaks		14,622		*
Ian Whinnem (8)		6,067		*
Lorina W. Wise		3,339		*
Gerald B. Wurm		148,965		*
All current executive officers and Directors as a group (21 persons)		405,336		1.64	%


		PROXY STATEMENT 2026 ½ 9

(1)

Unless otherwise indicated, each executive officer or Director has voting and investment power with respect to all of the common shares reflected in the table for such executive officer or Director. The mailing address of each of these executive officers and Directors of the Corporation is 100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870.

(2)

Percent of Class is computed based on 24,658,922 common shares outstanding on March 24, 2026. All common shares reflected in the table are currently owned by each executive officer or Director, and there are no additional common shares as to which any named person or group has the right to acquire beneficial ownership within 60 days after March 24, 2026. * Indicates beneficial ownership of less than one percent (1%) of the outstanding common shares of the Corporation.

(3)

Includes 23,292 common shares held by Richard J. Dutton and 7,895 common shares held by Richard J. Dutton IRA.

(4)

Includes 7,012 common shares held by Lance A. Morrison (including 1,084 restricted common shares, of which 705 shares will vest on January 4, 2027 and 379 shares will vest on January 3, 2028).

(5)

Includes 21,401 common shares held by Charles A. Parcher (including 2,203 restricted common shares, of which 1,434 common shares which will vest on January 4, 2027 and 769 shares will vest on January 3, 2028); and 2,750 common shares held by Charles A. Parcher IRA.

(6)

Includes 44,481 common shares held by Dennis G. Shaffer and 1,513 common shares held by Dennis G. Shaffer IRA.

(7)

Includes 1,875 common shares held by Harry Singer Rollover IRA; 1,075 common shares held by Harry Singer SEP IRA; 7,900 common shares held by Sandusco Inc., as to which Mr. Singer has shared voting and investment power; 9,244 common shares held by Harry Singer Revocable Trust, as to which Mr. Singer, as trustee, has voting and investment power; and 3,055 common shares held jointly by Harry Singer and Geri M. Smith, his spouse, as to which they exercise shared voting and investment power.

(8)

Includes 3,754 common shares held by Ian Whinnem (including 1,254 restricted common shares, of which 418 shares will vest on January 4, 2027 and 418 shares will vest on January 3, 2028).

(9)

As participants in the Incentive Plans (as defined below) reach age 62, their restricted common shares vest per the terms of the Incentive Plans and IRC Section 83. Participants 62 and older thereafter receive unvested common shares.

Section 16(a) Reports

Under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Corporation’s Directors, executive officers and any persons beneficially holding more than 10% of the Corporation’s common shares are required to file statements with the Securities and Exchange Commission (the “SEC”) reporting their initial ownership of the Corporation’s common shares and any subsequent changes in their ownership. To the Corporation’s knowledge, based solely on a review of the Section 16(a) reports filed on behalf of these persons for their transactions during 2025 and written representations that no other Section 16(a) reports were required to be filed for transactions during 2025, all filing requirements applicable to officers, Directors and beneficial owners of more than 10% of the outstanding common shares of the Corporation under Section 16(a) of the Exchange Act were complied with.

BOARD OF DIRECTOR MEETINGS AND COMMITTEES

Meetings of the Board of Directors

The Board of Directors of the Corporation (sometimes referred to herein as the “Board”) met thirteen (13) times in 2025 (which included four (4) meetings held by video conference to consider and approve the declaration of dividends). Each Director attended at least 75% of the total number of meetings of the Board and of the committees on which he or she served during 2025.

Attendance at Annual Meeting of Shareholders

The Corporation does not have a formal policy with regard to Director attendance at annual meetings of shareholders. However, the Corporation encourages all Directors and Director nominees to attend each annual meeting of shareholders.

Board Leadership Structure and Role in Risk Management

The Board expects its Chairperson to possess extensive knowledge of the Corporation’s operations as well as the experience and capacity to provide strategic direction to the Corporation. Currently, Mr. Dennis G. Shaffer serves as Chairperson of the Board. Mr. Shaffer was appointed Chairperson effective April 15, 2025, to succeed Mr. Dennis E. Murray, who served as Chairperson from 2022 until April 15, 2025. Mr. Shaffer is an executive, non-independent director


		PROXY STATEMENT 2026 ½ 10

who has served as a Director of the Corporation and the Bank since 2017, and currently serves as CEO and President of the Corporation, and CEO of the Bank.

The Board believes that Mr. Shaffer’s considerable experience in banking, and as an executive and Director of the Corporation and the Bank, his leadership and ability to communicate between the Board and management allow him to provide appropriate oversight of the Board and promote the Board’s effective functioning.

At the time of Mr. Shaffer’s appointment as Chairperson of the Board on April 15, 2025, and in order to provide independent leadership for the Board, the Board also appointed Ms. Mary Patricia Oliver as Lead Independent Director of the Board. The Lead Independent Director’s duties include acting, along with the Chairperson, as a liaison between the Board and management, approving the agenda for each Board meeting and acting as Chairperson for executive sessions of the Board. As the Board is also comprised of other strong independent directors and conducts regular executive sessions, the Board believes that its current leadership structure is appropriate.

The Board believes that the Corporation and its stockholders are best served by a Board that has the flexibility to establish and change the Board’s leadership structure from time to time to fit the needs of the Corporation. As a result, the Board may from time to time consider combining the roles of Chief Executive Officer and Chairperson, and/or appointing a Lead Independent Director. These decisions will be dependent upon the needs of the Corporation at that time, including the composition of the Board and the availability, willingness and qualifications of candidates to serve as Chairperson and/or Lead Independent Director, as well as other factors.

The Board is actively involved in oversight of risks that could affect the Corporation and its subsidiaries. The Board Risk Committee (the “Board Risk Committee”), as part of its role in overseeing the Corporation’s Enterprise Risk Management program, assists the Board in the oversight of the guidelines, policies and processes for identifying, assessing, managing, reporting, monitoring and mitigating risks to the Corporation and its subsidiaries, including credit risk, market risk (including interest rate risk), liquidity risk, compliance risk, operational risk, legal risk, reputational risk, strategic risk and cybersecurity risk. Cybersecurity is addressed as part of operational risk and includes information security, vendor management and business continuity planning. Additionally, the Board has assigned to its Audit Committee responsibility for oversight of the internal controls of the Corporation. Each Director of the Corporation is also a member of the Bank’s board of directors and, as such, receives monthly reports from the Chief Risk Officer concerning risks to the Bank.

The role of the Board of Directors in the Corporation’s risk management process also includes reviewing regular reports from senior management on areas of material risk to the Corporation, including operational, financial, legal, regulatory and strategic risks. The Board of Directors reviews these reports to enable it to understand and to assess the Corporation’s risk management and risk mitigation strategies. The Board also reviews and approves the minutes of each meeting of the Corporation’s Enterprise Risk Management Committee, consisting of the executive officers of the Corporation.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of both management and the Board also have responsibility for risk management. As further discussed under the heading “Board Risk Committee” below, the primary role of the Board Risk Committee is to oversee the Enterprise Risk Management program. The Enterprise Risk Management Committee also assists the Board of Directors in its oversight of the implementation and enforcement of policies, procedures and practices relating to: (i) the management of enterprise-wide risk; (ii) compliance with applicable laws and regulations and the maintenance of appropriate regulatory and economic capital and reserve levels; and (iii) the Corporation’s long-term strategic plans and initiatives. In addition, the Audit Committee assists the Board in overseeing and monitoring management’s conduct of the Corporation’s financial reporting process and system of internal accounting and financial controls. While each committee oversees certain risks and the management of such risks, the entire Board is regularly informed of such risks through committee reports.

Committees of the Board

The Board has the following standing committees: Nominating Committee; Audit Committee; Compensation, Benefits and Liability Committee (“Compensation Committee”); and Board Risk Committee. The Board Risk Committee was created as a new committee by the Board in July 2023 to assist the Board in its continued focus on risk as part of the Corporation’s strategic plan and vision. While the Corporation is not required by applicable laws and regulations to have a Board Risk Committee due to the Corporation’s current asset size being below $10 billion, the Board determined it was desirable and appropriate to create a separate Board Risk Committee in order to further emphasize the Board’s attention


		PROXY STATEMENT 2026 ½ 11

to and focus on matters of risk.

The following table shows the current membership of each of the standing committees of the Board. It is anticipated that the composition of the standing committees may change, and new Directors may be appointed to serve on these committees, following the Annual Meeting.


Nominating Committee	Audit Committee	Compensation Committee	Board Risk Committee
Mary Patricia Oliver, Chair	Julie A. Mattlin, Chair	Harry Singer, Chair	Darci L. Congrove, Chair
Clyde A. Perfect, Jr.	Darci L. Congrove	Mark J. Macioce	Mark J. Macioce
Harry Singer	Mark J. Macioce	Mary Patricia Oliver	Julie A. Mattlin
Lorina W. Wise	Nathan E. Weaks	Lorina W. Wise	Mary Patricia Oliver
	Gerald B. Wurm	Gerald B. Wurm	Clyde A. Perfect, Jr. Harry Singer Nathan E. Weaks

Nominating Committee

The Nominating Committee currently has four (4) members and met four (4) times in 2025. The Board has determined that each of the current members of the Nominating Committee qualifies and each Director who served as a member of the Nominating Committee during 2025, qualified during his or her tenure on the Nominating Committee during 2025 as an “independent director” under applicable NASDAQ rules. The Board has adopted a written charter for the Nominating Committee. A copy of the charter is posted on the “Governance Documents” page under the “Corporate Overview” tab of the Corporation’s website at www.civb.com.

The Nominating Committee recommends to the Corporation’s Board of Directors the names of those persons to be proposed for election as Directors of the Corporation at each annual meeting of shareholders. The Nominating Committee also nominates Directors to serve on committees of the Board and on the boards of directors and committees of the Bank and other subsidiaries of the Corporation, assists the Board in Director orientation and continuing education, periodically reviews Director compensation, and is responsible for reviewing and establishing corporate governance policies and programs, as well as the Board of Directors Guide described below under the heading “Board Governance Initiatives”.

Audit Committee

The Audit Committee currently has five (5) members and met five (5) times in 2025. The Board has determined that each member of the Audit Committee qualifies, and each Director who served as a member of the Audit Committee during 2025 qualified during his or her tenure on the Audit Committee during 2025, as an “independent director” under applicable NASDAQ rules and under Rule 10A-3 promulgated under the Exchange Act. The Board has adopted a written charter for the Audit Committee which is posted on the “Governance Documents” page under the “Corporate Overview” tab of the Corporation’s website at www.civb.com.

The Board has determined that each member of the Audit Committee is able to read and understand financial statements, including the Corporation’s balance sheets, income statements and cash flow statements, and is qualified to discharge his or her duties to the Corporation and its shareholders. The Board has also determined that Julie A. Mattlin qualifies as an “audit committee financial expert” for purposes of Item 407(d)(5) of Regulation S-K. Ms. Mattlin is a principal of DKMG Consulting, LLC and has provided financial consulting services to airports and other entities for over 30 years, including bond issuances worth billions of dollars. She has considerable experience in accounting for estimates, accruals and reserves. Ms. Mattlin has been a member of the Corporation’s Audit Committee since 2019 and previously served as the Chair of the Audit Committee of United Community Bancorp, which was acquired by the Corporation in September, 2018.

As set forth in the Audit Committee’s Charter, the Audit Committee’s responsibilities include the following:

•

To supervise the independent audit function, including pre-approving the employment of and evaluating the independent auditor, reviewing the independence of the independent auditor and discussing with senior management and the independent auditor any significant deficiencies or material weaknesses in the design


		PROXY STATEMENT 2026 ½ 12

or operations of the Corporation’s internal controls, any audit problems or difficulties, any changes required in the scope of the audit plan, and the audit budget and staffing;

•

To oversee the internal audit and internal controls, including reviewing and discussing with senior management, the internal auditor and the independent auditor the adequacy of the Corporation’s internal control over financial reporting and disclosure controls and procedures and the independent auditor’s attestation report;

•

To oversee financial reporting, including reviewing and discussing with senior management and the independent auditor the Corporation’s quarterly and annual financial statements and all critical accounting policies and practices and any significant changes in accounting policies;

•

To provide the report to be included in the Corporation’s annual proxy statement regarding the Audit Committee’s review and recommendation regarding the inclusion of the audited financial statements in the Corporation’s annual report on Form 10-K and quarterly on Form 10-Q for filing with the SEC; and

•

To review, approve and oversee material related party transactions and any other potential conflict of interest situations on an ongoing basis.

In discharging its responsibilities, the Audit Committee is authorized to investigate any matter that the Audit Committee deems appropriate to carry out its responsibilities and has access to all books, records, facilities and personnel of the Corporation. The Audit Committee is also authorized to retain, compensate, direct, oversee and terminate an independent auditor, independent counsel, other auditors and experts as it deems necessary.

Additional information regarding the Audit Committee, including the Audit Committee’s report relating to the 2025 fiscal year, is provided under the heading “AUDIT COMMITTEE MATTERS” beginning on page 41 of this Proxy Statement.

Compensation Committee

The Compensation Committee currently has five (5) members and met three (3) times in 2025. The Board has determined that each member of the Compensation Committee qualifies, and each Director who served as a member of the Compensation Committee during 2025 qualified during his or her tenure on the Compensation Committee during 2025, as an “independent director” under applicable NASDAQ rules. In addition, each member of the Compensation Committee qualifies as a “non-employee director” for purposes of SEC Rule 16b-3. The Board has adopted a written charter for the Compensation Committee which is posted on the “Governance Documents” page under the “Corporate Overview” tab of the Corporation’s website at www.civb.com.

The Compensation Committee approves compensation for executive officers and annual budgetary levels for employee compensation and benefits; reviews and establishes the policies for all benefit programs for the Corporation and its subsidiaries; and reviews and makes recommendations for benefit insurance programs of the Corporation and its subsidiaries.

Additional information regarding the Compensation Committee and its functions and responsibilities is provided under the heading “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis” beginning on page 20 of this Proxy Statement.

Board Risk Committee

The Board Risk Committee currently has seven (7) members and met four (4) times in 2025. The Board has determined that each member of the Board Risk Committee qualifies and each Director who served as a member of the Board Risk Committee during 2025 qualified during his or her tenure on the Board Risk Committee during 2025, as an “independent director” under applicable NASDAQ rules. The Board has adopted a written charter for the Board Risk Committee which is posted on the “Governance Documents” page under the “Corporate Overview” tab of the Corporation’s website at www.civb.com.

The Board Risk Committee was established in July 2023 as a joint committee of the Boards of Directors (collectively, the “Boards”) of the Corporation and the Bank (collectively, “Civista”) to assist the Boards in fulfilling their


		PROXY STATEMENT 2026 ½ 13

responsibilities with respect to establishing the risk appetite of Civista and overseeing the establishment and implementation of Civista’s Enterprise Risk Management Policy (“ERM Policy”) and program.

In establishing the risk appetite of Civista, the Board Risk Committee will consider the levels and types of risk that Civista is able and willing to assume in its exposures and material business activities, given Civista’s strategic and business objectives and responsibilities to its shareholders, communities and employees, and with respect to its obligations to operate in compliance with applicable law and safe and sound banking practices.

The Committee’s role in overseeing Civista’s Enterprise Risk Management Policy and program includes assisting the Boards in their oversight of the guidelines, policies and processes for identifying, assessing, managing, reporting, monitoring, and mitigating risk. The risks to be managed under the ERM Policy include:

- Credit Risk

- Market Risk (includes Interest Rate Risk)

- Liquidity Risk

- Compliance Risk

- Operational Risk (including cyber risk)

- Legal Risk

- Reputational Risk

- Strategic Risk

2025 COMPENSATION OF DIRECTORS

The Nominating Committee annually considers the compensation paid to non-employee Directors and recommends appropriate compensation for service on the Boards of the Corporation and the Bank. Executive officers of the Corporation do not play a role in determining Director compensation. During 2025, the Directors of the Corporation were not paid any fees for their service on the Board of the Corporation or for attendance at meetings of the Board of the Corporation. However, each Director of the Corporation also serves as a Director of the Bank and, during 2025, received Directors’ fees for attendance at meetings of the Board of Directors of the Bank at the rate of $1,750 per meeting. In addition, the Directors of the Corporation and the Bank received $600 per committee meeting of the Corporation attended during 2025, except that the Chairperson of each Committee received $1,600 per committee meeting attended. In July 2023, the Corporation and the Bank restructured their committees, and Directors no longer serve as members of any Bank-level committees and now only attend and receive compensation for attendance at committee meetings of the Corporation. Directors who are also officers of the Corporation and/or its subsidiaries do not receive any fees or other compensation as Directors of the Corporation or any of its subsidiaries or for attendance at any Board or committee meetings.

Directors of the Bank receive an annual retainer for their service on the Bank’s board. To align the interests of the Bank’s Directors with the interests of the Corporation’s shareholders, the entire amount of the retainer is paid in common shares of the Corporation. Each Director received a retainer totaling $20,000, which was paid in common shares of the Corporation, for his or her service on the board of the Bank during the period from April 15, 2025 until the Annual Meeting on May 19, 2026. The retainer amount was pro-rated for new Directors (if applicable) based on when they joined the Board.

The Corporation and its subsidiaries have adopted a non-qualified Deferred Compensation Plan for each non-employee Director. Pursuant to each such plan, a Director may defer any or all of the board fees or committee fees earned by such Director during a particular calendar year. The amount deferred is credited with interest at a rate equal to the ten-year United States Treasury Constant Maturity rate published by the Federal Reserve and adjusted monthly. During 2025, no Director of the Corporation elected to defer his or her board fees and/or committee fees earned as a Director of the Corporation or the Bank.

In 2014, the shareholders of the Corporation approved the Corporation’s 2014 Incentive Plan (the “2014 Incentive Plan”), pursuant to which equity-based awards and cash-based awards were available for grant to eligible participants, including Directors of the Corporation and the Bank. The 2014 Incentive Plan expired by its terms on April 15, 2024, and no further awards may be granted under the 2014 Incentive Plan. At the Corporation’s annual meeting held on April 16, 2024, the shareholders of the Corporation approved the Corporation’s 2024 Incentive Plan (the “2024 Incentive Plan” and, together with the 2014 Incentive Plan, collectively the “Incentive Plans”)), pursuant to which equity-based awards and cash-based awards are available for grant to eligible participants. Directors of the Corporation and the Bank are eligible to receive their retainers as participants under the 2024 Incentive Plan. As described above, the


		PROXY STATEMENT 2026 ½ 14

Corporation has issued unrestricted common shares to the non-employee Directors under the Incentive Plans in lieu of their cash retainer. Additional information concerning the Incentive Plans is provided under the heading “EXECUTIVE COMPENSATION - Retirement, Deferred Compensation and Other Benefit Plans - Incentive Plans” on page 32 of this Proxy Statement.

Set forth below is information regarding the compensation paid for 2025 to each of the Directors of the Corporation (other than Dennis G. Shaffer and Charles A. Parcher, whose compensation information is included in the Summary Compensation Table for 2025 on page 27).

DIRECTOR COMPENSATION TABLE FOR 2025


Name	Fees Earned or Paid in Cash (1)	Stock Awards ($) (2)	Change in Nonqualified Deferred Compensation Earnings (3)	Total ($)
Darci L. Congrove	$29,554.24	$20,016	--	$49,570.24
Mark J. Macioce	$25,700.00	$20,016	--	$45,716.00
Julie A. Mattlin	$31,275.00	$20,016	--	$51,291.00
Dennis E. Murray, Jr.⁽⁴⁾	$25,475.00	$20,016	--	$45,491.00
Mary Patricia Oliver⁽⁵⁾	$41,750.00	$20,016	--	$61,766.00
Clyde A. Perfect, Jr.	$19,575.00	$20,016	--	$39,591.00
Harry Singer	$24,150.00	$20,016	--	$44,166.00
Nathan E. Weaks	$25,000.00	$20,016	--	$45,016.00
Lorina W. Wise	$22,650.00	$20,016	--	$42,666.00
Gerald B. Wurm	$22,275.00	$20,016	--	$42,291.00

(1)

Includes fees paid to Directors for (a) attendance at meetings of the Board of Directors of the Corporation at the rate of $1,750 per meeting attended and (b) attendance at committee meetings of the Corporation at the rate of $600 per meeting attended (or $1,600 per meeting attended by the Chairperson of the committee). Also includes additional fees paid to Directors for attendance at Board and/or committee meetings of the Corporation and the Bank calculated at the rate of $50 per hour for (i) travel time for those Directors who do not reside in Erie County, Ohio and (ii) time for all Directors when meetings were held at locations other than in Erie County.

(2)

Reflects the unrestricted common shares awarded as the retainer under the 2024 Incentive Plan on April 15, 2025 with a grant date fair value (computed in accordance with FASB ASC Topic 718) of $19.49 per share. Fractional shares are not awarded, thus the amount awarded may be slightly higher than the $20,000 to reflect the award of whole shares.

(3)

Reflects above-market or preferential earnings on non-qualified deferred compensation in 2025.

(4)

Mr. Murray resigned from the Boards of Directors of the Corporation and the Bank effective March 13, 2026.

(5)

Includes fee of $2,500 per month for serving as Lead Independent Director of the Board of Directors.

CORPORATE GOVERNANCE

Code of Ethics

In accordance with applicable NASDAQ rules and the rules and regulations of the SEC, the Board of Directors of the Corporation has adopted a Code of Conduct (Ethics) applicable to all Directors, officers and employees of the Corporation and its subsidiaries, including the Corporation’s principal executive officer and principal financial officer. A copy of the Code of Conduct (Ethics) is posted on the “Governance Documents” page under the “Corporate Overview” tab of the Corporation’s website at www.civb.com.

Corporate Responsibility

As a community banking organization, the main purposes of the Corporation and its subsidiaries are to serve our shareholders and to help our customers thrive, our communities grow and our employees develop. The Corporation’s commitment to responsible and efficient operation and corporate citizenship helps further those purposes. Such corporate responsibility and citizenship include corporate governance initiatives, philanthropy, community development and a commitment to employees. With this in mind, the Corporation has posted on its website its Corporate Responsibility Report. The Report can be found on the Corporation’s website at www.civb.com at the bottom of the home page under the “Corporate Responsibility” tab.


		PROXY STATEMENT 2026 ½ 15

Communications with Board of Directors

The Corporation provides a process for shareholders to send communications to the Corporation’s Board of Directors. Shareholders can send communications to the entire Board or to a specified Director by mailing the communication to Lance A. Morrison, Senior Vice President, Corporate Secretary and General Counsel, at 100 East Water Street, Sandusky, Ohio 44870. All such communications will be relayed as requested without any screening.

Director Independence

The Corporation has affirmatively determined that all Directors and nominees for election as Directors are currently “independent” under applicable NASDAQ rules, except that (a) Dennis G. Shaffer, who is a current Director and has been nominated by the Board for re-election as a Director at the Annual Meeting, does not qualify as independent due to his service as President and CEO of the Corporation and as CEO of the Bank and (b) Charles A. Parcher, who is a current Director and has been nominated by the Board for re-election as a Director at the Annual Meeting, does not qualify as independent due to his service as Executive Vice President of the Corporation and President of the Bank. In making its determination concerning the independence of Directors and nominees for election as Directors, the Board of Directors of the Corporation reviewed and considered each Director’s and nominee’s relationships, both direct and indirect, with the Corporation and its subsidiaries, including those described under the heading “Transactions with Directors, Officers and Related Persons” on page 17 of this Proxy Statement.

Board Governance Initiatives

Since 2020, the Nominating Committee of the Board of Directors has been engaged in work on a governance initiative aimed at further improving corporate governance through annual Board evaluations, utilizing a skills matrix and annual interviews of Directors by the Chairperson of the Board and the Chairperson of the Nominating Committee, as well as a Board refreshment initiative. In 2020, the Nominating Committee adopted a Board of Directors Guide that is periodically amended and which among other things: formalizes the criteria to be used in evaluating existing Directors and new Director candidates and assessing their qualifications; sets forth certain expectations for Board members with regard to age, citizenship and residency, stock ownership (i.e., a minimum of 7,500 shares of common stock of the Corporation within five (5) years of joining the Board), attendance at Board and committee meetings, experience and integrity; identifies the roles, duties and responsibilities of the Directors, as well as those of the Chairperson of the Board and committee chairs; formalizes the process for conducting succession planning with regard to the CEO as well as executive management as a whole; sets forth the procedures for selecting an interim replacement CEO in the event the CEO should die or suddenly become incapacitated and unable to serve as CEO, and procedures for identifying, recruiting, evaluating and selecting a successor CEO; and identifies certain expectations of Directors with regard to business development, new Director orientation and continuing education and training for Directors.

Nominating Procedure

The Corporation has not adopted a formal policy with regard to consideration of any Director candidates recommended by shareholders, which the Board of Directors deems appropriate because the Nominating Committee considers all recommendations for candidates from any source. To be considered by the Nominating Committee, shareholder recommendations as to Director candidates should be sent in writing to the Corporation, in care of the Corporation’s Corporate Secretary, at 100 East Water Street, Sandusky, Ohio 44870.

Shareholders of the Corporation may also nominate a candidate for election as a Director of the Corporation by following the procedures set forth in the Corporation’s Regulations. Pursuant to the Regulations, all shareholder nominations must be made in writing and delivered or mailed to the Corporate Secretary of the Corporation at the Corporation’s principal executive offices located at 100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870. Nominations must be received by the Corporate Secretary of the Corporation not less than 14 days nor more than 50 days prior to the meeting, except that if less than 21 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice must be delivered or mailed no later than the close of business on the 7^th day following the day on which notice of the date of the meeting was mailed or such public disclosure was made, whichever occurs first (but in no event less than seven days prior to the meeting). Each nomination must contain the following information: (a) the name, age, business address and residence address of the proposed nominee; (b) the principal occupation or employment of the proposed nominee; (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the proposed nominee; (d) the name and record address of the shareholder making the nomination; and (e) the class and number of shares of capital stock of the Corporation which are beneficially owned by the shareholder


		PROXY STATEMENT 2026 ½ 16

making the nomination. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of a proposed nominee to serve as Director of the Corporation.

SEC Rule 14a-19 requires the use of a universal proxy card in contested director elections. Under this “universal proxy rule,” a shareholder intending to engage in a director election contest with respect to an annual meeting of shareholders must give the Corporation notice of its intent to solicit proxies by providing the name(s) of the shareholder’s nominee(s) and certain other information at least 60 calendar days prior to the anniversary of the previous year’s annual meeting date (except that, if the Corporation did not hold an annual meeting during the previous year, or if the date of the meeting has changed by more than 30 calendar days from the previous year, then notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10^th calendar day following the day on which public announcement of the date of the annual meeting is first made by the registrant).

Director Qualifications

The Nominating Committee identifies nominees by considering recommendations from all sources and evaluates them by applying the criteria that it has adopted. The Board of Directors Guide sets forth criteria to be used in evaluating existing Directors and new Director candidates, the minimum qualifications that must be met by any Director nominee and the qualities and skills that are necessary for a Director, new or existing, to possess. In addition to the qualifications and expectations set forth in the Board of Directors Guide, the Nominating Committee also considers cognitive diversity, relevant business and employment experience, experience on other boards, experience with publicly traded companies, relevant special knowledge, independence, personal characteristics, financial sophistication and community involvement. The Nominating Committee and the Board of Directors have adopted a formal Board Diversity Policy, a copy of which is available on the Corporation’s website at www.civb.com (on the “Governance Documents” page under the “Corporate Overview” tab), regarding the consideration of cognitive diversity in identifying nominees for Director. Cognitive diversity is one of the primary factors considered by the Nominating Committee pursuant to its criteria for evaluating Director candidates. Cognitive diversity promotes diversity of all types and seeks the inclusion of different perspectives and ideas to mitigate against groupthink. Cognitive diversity also seeks to ensure that the Corporation benefits from all available talent. Diversity is to be achieved through recruitment efforts and the gathering of candidate pools that consider not only merit, but the competencies, expertise, skills and backgrounds identified by the Board as being important to fostering cognitive diversity and an inclusive culture. The Nominating Committee reviews and assesses on an annual basis the Board Diversity Policy’s effectiveness in achieving a diverse and robust Board.

The Nominating Committee and the Board of Directors believe that each of the nominees who have been nominated for election at the Annual Meeting brings a strong background and set of skills to the Board which provides the Board as a whole with competence, experience and expertise in a wide variety of areas, including business and executive management, banking, manufacturing, accounting and finance, tax, insurance, human resources, information technology, law and international business.

Transactions with Directors, Officers and Related Persons

The Corporation’s subsidiary, the Bank, has had and expects to have banking transactions in the ordinary course of business with Directors, officers and principal shareholders of the Corporation, and their respective related persons, on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other persons and that do not involve more than normal risk of collectability or present other unfavorable features. All such loans presently outstanding to Directors and executive officers, including their immediate families and companies in which they are executive officers, are performing loans.

Each officer and Director is expected to bring to the attention of the Board or Nominating Committee any relationship or transaction with the Corporation in which he or she has a direct or indirect interest, other than ordinary course banking transactions of the types described above. When the Nominating Committee becomes aware that a transaction presents a possible conflict, it considers the transaction including, among other things, whether the transaction impacts the independence of any independent Board member, whether the related person’s interest in the transaction is material and whether the terms of the transaction are comparable to those that could be negotiated with an unrelated third party. The Corporation’s Audit Committee also provides review and oversight of all related party transactions for potential conflict of interest situations on an ongoing basis. In addition, one of the basic principles of the Corporation’s Code of Conduct is the avoidance of conflicts between personal interests and the interests of the Corporation, or even the appearance of such conflicts.


		PROXY STATEMENT 2026 ½ 17

Insider Trading Policy

The Corporation has adopted insider trading policies and procedures applicable to our directors, officers and employees, and have implemented processes (including a

pre-clearance

process administered by the Corporation’s General Counsel) that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, including applicable NASDAQ listing standards. The Corporation’s Insider Trading Policy prohibits engaging in transactions in securities of the Corporation while in possession of material nonpublic information about the Corporation and also prohibits trading on material nonpublic information regarding any other company learned in the course of working for the Corporation or its subsidiaries. The Corporation’s Insider Trading Policy also prohibits our employees from disclosing material, nonpublic information of the Corporation, or another publicly traded company, to others who may trade on the basis of that information. The Corporation’s Insider Trading Policy requires that Directors and executive officers of the Corporation only transact in securities of the Corporation during an open window period, subject to limited exceptions.

The Corporation’s Insider Trading Policy prohibits all Directors, officers and employees, including the Corporation’s executive officers, from engaging in certain hedging transactions related to securities of the Corporation held by them, including the purchase of securities on margin, buying or selling puts or calls, and trading securities on a short-term basis.

The foregoing summary of the Corporation’s insider trading policies and procedures does not purport to be complete and is qualified by reference to the Corporation’s Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form

10-K

for the fiscal year ended December 31, 2025.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Corporation’s Board of Directors is currently comprised of Marc J. Macioce, Mary Patricia Oliver, Harry Singer (Chair), Lorina W. Wise and Gerald B. Wurm. All of the members of the Compensation Committee qualify, and each Director who served as a member of the Compensation Committee during 2025 qualified during his or her tenure on the Compensation Committee during 2025, as an “independent director” under applicable NASDAQ rules. None of the members of the Compensation Committee is a past or present officer or employee of the Corporation or any of its subsidiaries. During the 2025 fiscal year, none of the Corporation’s executive officers served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served on the Corporation’s Board of Directors or Compensation Committee.

Except for banking transactions in the ordinary course of business with the Bank, as described above under “CORPORATE GOVERNANCE - Transactions with Directors, Officers and Associates,” none of the members of the Compensation Committee had any relationships or transactions with the Corporation or its subsidiaries during 2025 which would require disclosure under Item 404 of SEC Regulation

S-K.

EXECUTIVE OFFICERS OF THE CORPORATION

The following table sets forth the names and ages of all current executive officers of the Corporation, other than Dennis G. Shaffer and Charles A. Parcher, whose information is set forth under the heading “PROPOSAL 1 - ELECTION OF DIRECTORS” on page 4 of this Proxy Statement, and all positions and offices held by such executive officers with the Corporation and its subsidiaries, and each such executive officer’s business experience during the past five (5) years.

On March 2, 2026, the Corporation announced that Dennis Shaffer will be retiring as CEO and President of the Corporation and as CEO of the Bank, effective August 28, 2026 (shortly after Mr. Shaffer’s 64

birthday). The Board of Directors of the Corporation and the Bank have appointed Charles A. Parcher to be the next CEO and President of the Corporation and CEO of the Bank effective upon Mr. Shaffer’s retirement.


		PROXY STATEMENT 2026 ½ 18


EXECUTIVE OFFICER		AGE (as of Meeting Date)	POSITIONS
	Robert L. Curry, Jr.	57	Senior Vice President of the Corporation since 2022 Senior Vice President, Chief Risk Officer of Civista Bank since 2022 Director of CIVB Risk Management, Inc. since 2022 Executive Vice President, Chief Compliance Officer at Key Bank from 2015 to 2021
	Veronica G. Doucette	49	Senior Vice President of the Corporation since 2026 Senior Vice President, Human Resources Officer of Civista Bank since 2018 Vice President of Civista Bank from 2016 to 2018 Assistant Vice President of Civista Bank from 2015 to 2016
	Richard J. Dutton	63	Senior Vice President of the Corporation since 2006 Executive Vice President, Chief Operating Officer of Civista Bank since 2013 Senior Vice President of Civista Bank from 2006 to 2012 Director of CIVB Risk Management, Inc. since 2017
	Russel J. Edwards, Jr.	60	Senior Vice President of the Corporation since 2022 Senior Vice President, Retail Banking of Civista Bank since 2019 Vice President and Business Banking of S&T Bank from 2018 to 2019 Vice President and Business Banking of Citizens Bank in 2018 Vice President and Business Banking Officer at Citizens Bank from 2017 to 2018
	Robert L. Katitus	55	Senior Vice President of the Corporation since 2025 Senior Vice President, Chief Lending Officer of Civista Bank since 2025 Senior Vice President, Regional Market Executive for Toledo and Northeast Ohio of Civista Bank from 2014 to 2025 Vice President, Commercial Lender of Civista Bank from 2010 to 2014
	Carl A. Kessler, III	57	Senior Vice President of the Corporation since 2022 Senior Vice President/Chief Information Officer of Civista Bank since 2020 Chief Information Officer of First Mutual Holding Company from 2017 to 2020 Chief Information Officer of First Federal Lakewood from 2013 to 2019 Chief Operations and Information Officer of First Federal Lakewood from 2019 to 2020 Advisory Board Member of Array.com since 2021
	Lance A. Morrison	59	Senior Vice President, Secretary and General Counsel of the Corporation since 2019 Senior Vice President of Civista Bank since 2018 Director of CIVB Risk Management since 2019 Vice President, General Counsel and Corporate Secretary of Cortland Bancorp and Cortland Bank from 2013 to 2018 33 years as a practicing attorney
	Michael Mulford	60	Senior Vice President of the Corporation since 2023 Senior Vice President, Chief Credit Officer, of Civista Bank since 2023 Executive Vice President, Chief Credit Officer, Coastal Carolina National Bank from 2022 to 2023 Executive Vice President, Chief Credit Administration Officer, Premier Bank from 2018 to 2021
	Donna M. Waltz-Jaskolski	60	Senior Vice President of the Corporation since 2017 Senior Vice President, Customer Experience Officer, of Civista Bank since 2017 Senior Vice President, Regional Manager, PNC Bank, formerly known as National City Bank from 2008 until 2016


		PROXY STATEMENT 2026 ½ 19

EXECUTIVE OFFICER

AGE (as of
Meeting Date)

POSITIONS

LOGO

Ian Whinnem

Senior Vice President, Chief Financial Officer and Treasurer of the Corporation since 2024

Senior Vice President, Chief Financial Officer of the Bank since 2024

Director of Profitability Management and Capital Utilization, Huntington National Bank from 2016 to 2024

Director of Finance, First Merit Bank from 1996 to 2016

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program

The Compensation Committee is responsible for the development and administration of the Corporation’s policies regarding executive compensation and obtains input from management and outside consultants as appropriate. The Compensation Committee approves the Corporation’s overall compensation levels and increases. It oversees the Corporation’s compensation and benefit program, and administers the Corporation’s incentive plans. The Compensation Committee sets the compensation of the Corporation’s chief executive officer. The executive officers of the Corporation are paid by the Bank for their services to the Corporation, the Bank and the other subsidiaries of the Corporation. They receive no compensation directly from the Corporation.

The Compensation Committee’s determinations are based in large part upon information concerning the compensation paid by similarly-sized financial institutions. The Compensation Committee retains an outside compensation consultant to provide peer information and recommendations concerning the base salaries, incentives and total compensation to be paid to the Corporation’s named executive officers included in the Summary Compensation Table on page 27 of this Proxy Statement (“NEOs”). In 2025, the Compensation Committee retained Blanchard Consulting Group (the “Compensation Consultant”) to provide compensation consulting services. In making compensation decisions for 2025, the Compensation Committee considered certain peer information and recommendations by the Compensation Consultant in conjunction with a study offering information about base salaries at similar institutions.

The Compensation Committee believes that the compensation historically paid to the Corporation’s NEOs has been conservative and has generally followed a goal of paying NEOs a base salary that is in the 50^th percentile of the base compensation paid at similar companies.

Previously, the Corporation’s compensation program had focused primarily on the base salary paid to each executive officer. For the past 10 years, however, the Corporation has concentrated a significant part of executive officers’ compensation on incentive-based compensation that is tied to the performance of the Corporation.

For each of 2024 and 2025, the Compensation Committee approved measures of the Corporation’s performance to apply in considering discretionary bonuses for the NEOs. The financial measures used to evaluate the Corporation’s 2024 and 2025 performance are described under the heading “Compensation Components - Bonus/Incentive Compensation” below. Based upon the Corporation’s 2024 and 2025 performance against those measures, the Compensation Committee approved discretionary bonuses to the NEOs to be paid out in 2025 and 2026, respectively. The Compensation Committee designated a portion of these discretionary bonuses to be paid out in cash and the remaining portion of the bonuses to be paid out in the form of grants of restricted common shares of the Corporation that vest in three equal annual installments over a three (3) year period. The grants of restricted common shares are intended to further align the interests of management with those of the Corporation’s shareholders and to incentivize key executives to remain with the Corporation.

At the Corporation’s 2025 annual meeting, the shareholders approved the non-binding advisory resolution to approve the Corporation’s executive compensation as disclosed in the proxy statement for the 2025 annual meeting. The resolution was approved by a majority of those voting on the issue (including abstentions counting as “no” votes, but excluding broker non-votes). While the advisory vote was only one of several factors that influenced the Corporation’s executive compensation decisions and policies for 2025, the Compensation Committee viewed the results of this advisory vote as a continued indication that shareholders are generally supportive of the Corporation’s compensation philosophy and policies.


		PROXY STATEMENT 2026 ½ 20

Role of the Compensation Committee, Management and Consultants in Determining Compensation

The Compensation Committee of the Corporation’s Board of Directors retains overall responsibility for administration of the compensation arrangements for the executive officers of the Corporation, including the NEOs. The Compensation Committee evaluates the factors relevant to the Corporation’s compensation decisions and approves the compensation program for NEOs. Historically, the Compensation Committee has relied heavily on information obtained from consultants and other external sources concerning the compensation paid by similarly-sized financial institutions. While the Compensation Committee considers the recommendations of the Chief Executive Officer in making annual compensation decisions with respect to other executive officers, the Compensation Committee retains ultimate authority and discretion regarding the compensation arrangements for executive officers of the Corporation and does not delegate any of its authority.

In determining the 2025 compensation for the Corporation’s NEOs, the Compensation Committee considered information from the Compensation Consultant, and analytical data from CompAnalyst (a product of Salary.com that offers up-to-date market pricing information for more than 15,000 job titles as well as embedded executive proxy data). The Compensation Consultant reported directly to the Compensation Committee, which approved the work conducted by the Compensation Consultant. The Compensation Consultant also interacted with senior management within the Corporation as necessary to complete the work for the Compensation Committee. The Compensation Consultant did not provide any other services to the Corporation or its subsidiaries in 2025 other than services provided to the Compensation Committee. Based on the Compensation Committee’s assessment, the Compensation Committee determined that no conflicts of interest exist and that Blanchard Consulting Group qualifies as independent for purposes of applicable NASDAQ and SEC rules.

As the basis for its recommendations, the Compensation Consultant gathered information regarding peer financial institutions located in the Midwest that had assets of more than $1.5 billion and less than $7.2 billion. The specific financial institutions included in the peer group were Citizens Financial Services, Inc., City Holding Company, Farmers & Merchants Bancorp, Inc., Farmers National Banc Corp., First Financial Corporation, German American Bancorp, Inc., HBT Financial, Inc., Independent Bank Corporation, LCNB Corp., Mercantile Bank Corporation, Middlefield Banc Corp., Penns Woods Bancorp, Inc., Peoples Bancorp, Inc., Richmond Mutual Bancorporation, Inc., SB Financial Group, Inc. and Sterling Bancorp, Inc. (Southfield, MI). CompAnalyst also consolidates the results of other major compensation surveys related to financial institutions with asset sizes between $2 billion and $5 billion. The Compensation Consultant compared the base salaries of NEOs to the 50^th percentile of the amounts paid as base salaries for similar positions by peer institutions, while the Compensation Consultant compared the total cash compensation and total compensation of the NEOs to the 75^th percentile of the amounts paid as total cash compensation and total compensation for similar positions by peer institutions. In determining the base salaries to be paid to NEOs, the Committee reviewed the peer information provided in the report of the Compensation Consultant and by CompAnalyst related to the base salary paid for job functions similar to those performed by the Corporation’s NEOs. The Chief Executive Officer also made recommendations regarding the base salaries of other executive officers which were considered by the Committee. The Compensation Committee also considered the cash compensation and total compensation information from the Compensation Consultant in determining the structure and amount of potential incentive compensation.

Early in each year, the Compensation Committee selects appropriate performance measures to be considered in connection with the evaluation of possible bonuses based upon the Corporation’s performance that year. However, the Compensation Committee retains ultimate discretion concerning whether or not any bonuses will be paid. At its meeting in February of the following year, the Compensation Committee reviews the bonuses paid during recent years to confirm that the bonuses had been effective in providing desired performance incentives. The Committee then applies the selected performance measures to the Corporation’s actual results for those years and determines the appropriate bonuses to pay based upon those results. After determining the appropriate bonus amounts to be paid, the Compensation Committee then allocates the bonus amount to be paid between cash and restricted common shares of the Corporation.

In February 2026, the Compensation Committee approved the method for calculating possible bonuses based on the Corporation’s results for 2026. The Compensation Committee chose the same five (5) cash bonus performance measures that were selected for 2025. The Compensation Committee also approved the same equity bonus performance measures for 2026 to consist of Return on Tangible Common Equity (“RoTCE”), Earnings Per Share (“EPS”) and Total Shareholder Return (“TSR”). The TSR and ROTC measures will continue to utilize a three year average. With respect to each of these performance measures, the Compensation Committee set targets based on the Corporation’s asset size and organization structure. For 2026, the Compensation Committee approved a structure for payout of the equity component in which 50% of the participant’s maximum equity award for 2026 will be paid as an outright grant regardless of whether any performance measures are met and the other 50% will be based on the satisfaction of the performance measures described above. Again, the Committee retains discretion as to whether any bonuses will be paid.


		PROXY STATEMENT 2026 ½ 21

For 2026 bonuses, the Compensation Committee increased the potential maximum payout of equity as a percentage of base salary, as set forth below, constituent with the Compensation Committee’s ongoing effort to increase the opportunity for senior management to earn more equity:

CEO and President – increased from 35% to 52.5%

Executive Vice President – increased from 30% to 40%

Senior Vice President and Executive Management – from 20% to 27.5%

Compensation Philosophy and Objectives

The objective of the Corporation’s compensation programs is to attract, compensate and retain key employees. The Corporation attempts to compensate executives fairly in light of their responsibilities, the performance of the executives and the Corporation and the compensation paid to executives in similar positions at peer financial institutions in the Midwest. The Compensation Committee annually reviews and recommends the appropriate salary for the Chief Executive Officer and an appropriate salary or salary range for each of the other NEOs.

The Corporation’s compensation program for executive officers had traditionally focused on the base salary paid to the executive officers. Over the past ten years, however, the Corporation has sought to reduce the emphasis on base salary in officers’ total compensation by including an incentive-based element in its executive officers’ compensation program. For each fiscal year beginning in 2015, the Compensation Committee approved bonuses to the NEOs under the Incentive Plans to recognize the performance of the Corporation during those years and the NEOs’ respective contributions to such performance.

The Corporation’s compensation programs are also aligned with the Corporation’s strategic plan that is currently in place. For example, in alignment with the pillars of that plan, the Compensation Committee (as to the 2025 performance measures) set the following measurements and weightings: consolidated net income (25%), efficiency ratio (20%), total year end deposits (25%), dependence on wholesale funding (10%) and total loans (booked and sold) (20%) as performance measures for the cash portion of the annual bonuses awarded pursuant to the Incentive Plan and earnings per share (40%), return on tangible common equity (40%) and total shareholder return (20%) as performance measures within the equity portion of the annual bonuses awarded pursuant to the Incentive Plan.

In determining appropriate base salaries for officers, the Compensation Committee has relied heavily upon peer comparison information and has generally used the 50^th percentile as the goal for base salaries. The Compensation Committee considers the Corporation’s performance when evaluating and setting incentive levels. The Compensation Committee chose measures that appropriately reflected the success of the Corporation at meeting its goals and set guidelines concerning how bonuses would be calculated. While executives were informed of the measures that would be considered in determining bonuses, the Compensation Committee retained discretion as to whether any bonus would be awarded. The Compensation Committee determined that this approach provided incentive to executives but preserved flexibility in the event of a change in the circumstances of the Corporation. Bonuses have been paid based upon the application of the measures to the Corporation’s results. In order to encourage officers to own a significant amount of the Corporation’s common shares, to align their interests with shareholders and to encourage them to continue their employment, a substantial portion of the bonus for each NEO in 2025 (and prior years) was paid in restricted shares of the Corporation that would vest over the succeeding three years. No wealth accumulation analysis has been performed, and, while the Compensation Committee considers the position and responsibilities of each executive officer in establishing compensation levels, it does not apply any formula for differentiating compensation between executive officers based on their positions and responsibilities.

In addition to the base salary and incentive compensation provided to each executive officer, the Corporation’s compensation program includes retirement plans, health and welfare benefit plans, and change in control agreements for certain executive officers. The Corporation expects the retirement and health and welfare plans to promote longevity with the Corporation and discourage turnover among its executive officers and other employees. The Corporation recognizes that change in control agreements can help it to attract and keep talented executives and can minimize the impact on key executives of a job loss due to a change in control. The change in control agreements contain “double triggers” pursuant to which each NEO is entitled to receive benefits following a change in control only if the NEO’s employment with the successor company is terminated within twenty-four (24) months following the change in control. In the event that a transaction that would lead to a change in control is proposed, such agreements can help assure that the executives analyze the transaction without undue focus on its effect upon them personally. In addition, if a transaction would occur, change in control agreements can encourage key executives to stay and help accomplish a smooth transition.


		PROXY STATEMENT 2026 ½ 22

Clawback Policy

The Corporation’s Clawback Policy was initially adopted by the Compensation Committee and by the Board of Directors in 2018 and subsequently amended and restated; most recently in 2025. The Clawback Policy is intended to comply with Section 10D of the Exchange Act, Rule

10D-1

promulgated under the Exchange Act, and Nasdaq Rule 5608 by providing for the recovery by the Corporation of erroneously awarded compensation in the event of an accounting restatement. The Clawback Policy provides for the Compensation Committee to seek the recoupment of certain incentive based compensation received by executive officers and other senior officers of the Corporation or the Bank in the event that the Corporation is required to prepare an accounting restatement of the Corporation’s financial statements due to the Corporation’s material noncompliance with any financial reporting requirements under the U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”). In the event of a Restatement, the Clawback Policy provides for the recoupment of the amount or value of incentive-based compensation received by an executive officer or other senior officer during the Clawback Period in excess of the amount of incentive-based compensation that otherwise would have been received by the executive officer or other senior officers had the incentive-based compensation been determined based on the restated amounts in the Restatement. The “Clawback Period” for which excess incentive-based compensation may be recovered includes the three completed fiscal years of the Corporation immediately preceding the date of the Restatement and any transition period (that result s from a change in the Corporation’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.

Timing of Grants of Equity Awards

The Corporation has not granted stock options in more than 15 years. The Corporation does not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Corporation’s common shares, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, the Corporation does not grant stock options or similar awards during periods in which there is material nonpublic information about the Corporation, including during “blackout” periods or outside a “trading window” established pursuant to the Corporation’s Insider Trading Policy. These restrictions do not apply to other types of equity awards that do not include an exercise price related to the market price of the Corporation’s common shares on the date of grant.

If stock options were to be granted in the future, the Compensation Committee would determine the grant date, and the Corporation’s executive officers would not be permitted to choose the grant date for any stock option grants.

During fiscal 2025, none of the Corporations NEOs were awarded stock options, and the Corporation did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Compensation Components

Base Salary

A primary component of executive officer compensation has been the officer’s base salary. The base salary of an executive officer reflects the duties and level of responsibility of the officer, the Corporation’s performance to the extent that it provides the ability to pay compensation at a reasonable rate, and the cash compensation paid to similar executive officers at other financial institutions within the Corporation’s identified peer group.

In determining the base salaries for executive officers in 2025, the Compensation Committee considered the previously referenced peer survey information from the Compensation Consultant and the CompAnalyst data focusing on the 50

percentile. Increases for NEOs averaged 3% for 2025. Base salaries were set at modest levels because of the ongoing goal of shifting greater emphasis to incentive compensation that reflects the performance of the Corporation.

Bonus/Incentive Compensation

The Compensation Committee approved the following measures concerning the calculation of the cash and equity portions of annual bonuses that could be earned by the NEOs based on the financial performance of the Corporation in 2025:


		PROXY STATEMENT 2026 ½ 23

Cash Bonus Measures

•

Net Income

•

Efficiency Ratio

•

Total Loans (Booked or Sold)

•

End of Year Deposits, excluding brokered deposits and tax refund deposits

•

Dependence on Wholesale Funding (as a % of total funds)

Equity Bonus Measures

•

Total Shareholder Return (TSR) vs. Peer Group (three (3) year average)

•

Return on Tangible Common Equity (RoTCE) vs. Peer Group (three (3) year average)

•

Earnings Per Share (EPS)

Although not one of the specific financial performance measures, the level of non-performing loans is considered as part of the total loans performance measure. For every 50 basis points the ratio of total past due (plus) nonaccrual loans divided by total loans exceeds the peer ratio, a 10 percent reduction in the total loans weighting will be applied.

The Compensation Committee set the following targets for the cash portion of the annual bonuses that could be awarded to each NEO for the applicable fiscal year:


CASH BONUS MEASURE	2024 TARGET	2025 TARGET	2025 WEIGHTING
Net Income	$30,607,000	$35,565,000	25%
Efficiency Ratio	68.5%	68.4%	20%
Total Loans (Booked or Sold)	$3,138,363,000	$3,349,656,000	20%
End of Year Total Deposits, excluding brokered deposits and tax refund deposits	$2,502,756,000	$2,946,182,000	25%
Dependence on Wholesale Funding (as a % of total funds)	N/A	21%	10%

The Compensation Committee set the following targets for the equity portion of the annual bonuses that could be awarded to each NEO for the 2025 fiscal year.


EQUITY BONUS MEASURES	WEIGHTING	TARGET PERCENTILE
Relative TSR vs. Peer Group (3 year average)	20%	50%
Relative RoTCE vs. Peer Group (3 year average)	40%	50%
Earnings Per Share (EPS)	40%	50%
Total	100%

A threshold was set for each factor the achievement of which was required for

SEC Form DEF 14A filed by Civista Bancshares Inc.