Civista Bancshares SVP boosts stake with $85k share purchase

Rhea-AI Filing Summary

Civista Bancshares, Inc. (CIVB) – Form 4 insider transaction

Senior Vice President Richard J. Dutton reported the purchase of 4,000 common shares of CIVB on 11 July 2025 at $21.25 per share (total consideration ≈ $85,000). The shares were acquired through an underwritten public offering that closed on 14 July 2025 and are held indirectly “By Mother.”

After the transaction, Dutton’s aggregate beneficial ownership is disclosed as:

• Indirect: 4,000 shares (newly purchased) & 7,650.423 shares (IRA)
• Direct: 22,924.2183 common shares plus 1,278 additional common shares

No derivative securities were reported. The filing reflects continued insider participation and modestly increases total ownership, but does not indicate any sale or disposition of shares.

Positive

• Insider purchase: SVP acquired 4,000 shares, indicating personal confidence in CIVB’s prospects.
• Alignment with shareholders: Executive bought at public-offering price, suggesting equitable treatment and transparency.

Negative

• None.

Insights

Equity Analyst

TL;DR: SVP bought 4k shares at $21.25, signalling modest insider confidence; financial impact immaterial to float.

The transaction represents roughly $85k in value and lifts Dutton’s total stake to ~35.8k shares, a negligible portion of CIVB’s outstanding shares. Nevertheless, insiders typically participate only when they perceive favourable risk-reward, so the trade offers a positive sentiment data point. Because the purchase occurred in the context of a broader public offering, it may also be viewed as management alignment with external investors. From a valuation standpoint, the size is too small to affect fundamentals or liquidity; therefore, the disclosure is not materially impactful but mildly supportive.

Corporate Governance Specialist

TL;DR: No red flags; routine Form 4 shows insider participation in latest offering.

This filing complies with Section 16 requirements and reflects direct participation by an executive in the company’s capital-raising event. The absence of dispositions or complex derivative positions reduces governance risk. Because the transaction is clearly disclosed and involves an open-market price identical to that offered to public investors, it supports transparency. Still, the limited share count and indirect ownership classification mean the event is governance-neutral rather than a transformative signal.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUTTON RICHARD J

(Last) (First) (Middle)

325 COUNTRYSIDE DR

(Street)

TROY OH 45373-4561

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIVISTA BANCSHARES, INC. [ CIVB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	07/11/2025(1)		P		4,000	A	$21.25	4,000	I	By Mother
Common								7,650.423	I	IRA
Common								22,924.2183	D
Common								1,278	D
Depositary Shares								0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares of the issuer's common stock were purchased in an underwritten public offering by the Issuer that closed on July 14, 2025.

	/s/ Lori A. Castillo, By Power of Attorney	07/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many CIVB shares did SVP Richard J. Dutton buy?

He purchased 4,000 common shares on 11 July 2025.

What was the purchase price in the Form 4 for CIVB?

The shares were acquired at $21.25 per share.

What is Richard Dutton’s total CIVB ownership after the transaction?

The Form 4 shows 35,852.6413 common shares (22,924.2183 direct, 1,278 direct, 4,000 indirect by mother, 7,650.423 indirect via IRA).

Did the Form 4 include any derivative securities?

No. Table II lists no derivative positions for the reporting person.

Was the transaction part of a public offering?

Yes. The explanatory note states the shares were purchased in an underwritten public offering that closed on 14 July 2025.