Civista SVP receives 1,121-share stock award

Civista Bancshares, Inc. Senior Vice President Russell L. Edwards Jr. reported equity compensation and related tax withholding activity.

Accepted by SEC EDGAR 03/13/2026 - 04:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Civista Bancshares, Inc. Senior Vice President Russell L. Edwards Jr. reported equity compensation and related tax withholding activity. On March 11, 2026, he received a grant of 1,121 shares of common stock at no cost as a stock award under the Civista Bancshares, Inc. 2024 Incentive Plan. On January 2, 2026, 337 shares were withheld by the company to pay taxes when restricted shares vested, which is not an open-market sale. After these transactions, he directly owns 4,855 common shares, reflecting routine compensation-related activity rather than discretionary buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider EDWARDS RUSSELL L JR

Role Senior Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common	1,121	$0.00	$0.00
Holding	Common	--	--	--
Exercise Price or Tax Liability	Common	337	$0.00	$0.00

Holdings After Transaction: Common — 9,710 shares (Direct)

Holdings Before and After: Common, 8,926 to 9,710 shares (Direct)

Footnotes (2)

1. F1. Reflects shares withheld by the company for payment of taxes upon vesting of restricted shares.
2. F2. Stock award granted from Civista Bancshares, Inc. 2024 Incentive Plan

FAQ

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What insider activity did CIVB executive Russell L. Edwards Jr. report on this Form 4?

Senior Vice President Russell L. Edwards Jr. reported a stock award and related tax withholding. He received 1,121 Civista Bancshares common shares as an equity grant and had 337 shares withheld earlier to cover taxes upon vesting of restricted shares.

How many Civista Bancshares (CIVB) shares were granted to the Senior Vice President?

He was granted 1,121 shares of Civista Bancshares common stock. The award was issued at no cost to him as a stock award under the Civista Bancshares, Inc. 2024 Incentive Plan, reflecting routine equity-based executive compensation.

Why were 337 CIVB shares disposed of in Russell Edwards Jr.’s Form 4 filing?

The 337 shares were withheld by Civista Bancshares to pay taxes when restricted shares vested. This tax-withholding disposition is a standard administrative mechanism and does not represent an open-market sale or discretionary selling decision by the executive.

What is Russell L. Edwards Jr.’s CIVB share ownership after these Form 4 transactions?

Following the reported transactions, he directly owns 4,855 shares of Civista Bancshares common stock. This total reflects both the 1,121-share stock award he received and the earlier 337-share tax-withholding related to vesting of restricted stock.

Were the CIVB insider transactions open-market buys or sells?

No open-market purchases or sales were reported. The Form 4 shows a stock award grant of 1,121 shares and a 337-share tax-withholding disposition, both tied to equity compensation and vesting, rather than discretionary trading in the open market.

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

EDWARDS RUSSELL L JR

(Last) (First) (Middle)

3630 LUDGATE ROAD

(Street)

SHAKER HEIGHTS OH 44120

(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)
03/11/2026

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	01/02/2026	(1)	F		337	D	$0	3,734	D
Common	03/11/2026	(2)	A		1,121	A	$0	4,855	D
Common								4,855	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. Reflects shares withheld by the company for payment of taxes upon vesting of restricted shares.

2. Stock award granted from Civista Bancshares, Inc. 2024 Incentive Plan

	/s/Karen M. Terenzi, By Power of Attorney	03/13/2026
	** 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.
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