Civista Bancshares (CIVB) SVP receives 1,614-share stock grant

Rhea-AI Filing Summary

Civista Bancshares Senior Vice President Carl A. Kessler III reported routine equity compensation and related tax withholding in common stock. On March 11, 2026, he received a stock award of 1,614 common shares at $0.00 per share, granted under the Civista Bancshares, Inc. 2024 Incentive Plan. A prior entry dated January 2, 2026 shows 467 shares withheld by the company to cover taxes upon vesting of restricted shares, a non-market disposition. Following these transactions, Kessler directly holds 7,248 common shares. The filing reflects compensation and tax mechanics rather than open-market buying or selling.

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

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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^*

KESSLER CARL A III

(Last) (First) (Middle)

4529 SECRETARIAT COURT

(Street)

AVON OH 44011

(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		467	D	$0	5,634	D
Common	03/11/2026	(2)	A		1,614	A	$0	7,248	D
Common								7,248	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).
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FAQ

What insider transactions did CIVB executive Carl A. Kessler report on this Form 4?

Carl A. Kessler reported a routine stock award and related tax withholding. He received 1,614 shares of Civista Bancshares common stock as compensation and previously had 467 shares withheld by the company to pay taxes upon vesting of restricted shares.

How many Civista Bancshares (CIVB) shares were granted to Carl A. Kessler?

Kessler was granted 1,614 shares of Civista Bancshares common stock. The award was reported at a price of $0.00 per share and was issued as a stock award under the company’s 2024 Incentive Plan, reflecting standard executive equity compensation.

Why were 467 CIVB shares disposed of in Carl A. Kessler’s Form 4 filing?

The 467-share disposition reflects shares withheld by Civista Bancshares to pay taxes. The footnote explains these shares were withheld upon vesting of restricted shares, meaning it was a tax-withholding mechanism rather than an open-market sale by Kessler.

What are Carl A. Kessler’s CIVB share holdings after these reported transactions?

After the reported transactions, Kessler directly holds 7,248 Civista Bancshares common shares. This total reflects the new 1,614-share stock award on March 11, 2026, and prior tax-withholding activity that reduced his holdings when restricted shares vested earlier.

Was the 1,614-share CIVB award to Carl A. Kessler an open-market purchase?

No, the 1,614 shares were a stock award, not an open-market purchase. The Form 4 identifies the transaction code as a grant or award and shows a price of $0.00 per share, indicating compensation issued under Civista Bancshares’ 2024 Incentive Plan.

Which compensation plan governed Carl A. Kessler’s new CIVB stock award?

The stock award came from the Civista Bancshares, Inc. 2024 Incentive Plan. A footnote states that the 1,614-share grant was issued under this plan, highlighting it as part of the company’s regular equity-based executive compensation structure rather than a market transaction.