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CSB Bancorp, Inc.

For the period ended Mar 16, 2026. Filed Mar 16, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 16, 2026 · Filed Mar 16, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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 Pursuant to §240.14a-12

CSB Bancorp, 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

2026 Proxy Statement &Notice of Annual Meeting

Meeting Date:Wednesday, April 22, 2026
Meeting Time:7:00 P.M. EDT
Meeting Location:Carlisle Inn4949 Walnut Street, Walnut Creek, OH 44687

91 North Clay Street Millersburg, Ohio 44654

March 16, 2026

Dear Fellow Shareholders:

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of CSB Bancorp, Inc. (“CSB”) will be held on Wednesday, April 22, 2026, at 7:00 P.M. EDT at the Carlisle Inn, located at 4949 Walnut Street, Walnut Creek, Ohio 44687.

The Meeting is being conducted for the following purposes:

To elect the following directors for terms of three years each:

NomineeTerm Will Expire In:
Robert K. Baker2029
Vikki G. Briggs2029

To ratify the appointment of S.R. Snodgrass, P.C. as the independent registered public accounting firm for CSB for the fiscal year ending December 31, 2026;

To transact any other business that may properly come before the Annual Meeting or any adjournments thereof.

At the conclusion of the Annual Meeting, we will review highlights from the past year, The Commercial and Savings Bank’s 147 th year of existence doing business chartered by the State of Ohio. Several of the performance highlights and matters upon which we will report are outlined on page 3 of this proxy statement.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Please vote your shares promptly by telephone or online, or by completing, executing, and returning the enclosed proxy card by mail in the envelope provided. To vote by phone or online, please refer to the instructions on the enclosed proxy card.

Thank you for your support of CSB.

Sincerely,

Robert K. BakerChairman, Board of DirectorsEddie L. SteinerPresident & Chief Executive Officer

Table of Contents

COMPANY OVERVIEW3
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING4
SUMMARY OF MATTERS TO BE VOTED UPON4
VOTING OF PROXY MATERIALS5
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 22, 20265
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING5
BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNER8
NOMINEES FOR ELECTION OF DIRECTORS9
DIRECTORS CONTINUING IN OFFICE10
MEMBERSHIP AND MEETINGS OF THE BOARD AND ITS COMMITTEES12
SHAREHOLDER RECOMMENDATIONS15
EXECUTIVE OFFICERS15
DISCUSSION OF EXECUTIVE COMPENSATION PROGRAMS15
THE COMPENSATION COMMITTEE REPORT19
EXECUTIVE COMPENSATION AND OTHER INFORMATION20
NONQUALIFIED DEFERRED COMPENSATION20
PAY VERSUS PERFORMANCE DISCLOSURE21
REPORT OF THE AUDIT COMMITTEE21
PROPOSAL ONE — ELECTION OF DIRECTORS22
PROPOSAL TWO — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM23
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS25
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION25
DELINQUENT SECTION 16(a) REPORTS25
INSIDER TRADING ARRANGEMENTS AND POLICIES25
PROPOSALS BY SHAREHOLDERS FOR 2027 ANNUAL MEETING25
SHAREHOLDER COMMUNICATION WITH BOARD OF DIRECTORS26
OTHER BUSINESS26
ContentsView on SEC.gov

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