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CIVISTA BANCSHARES, INC.

For the period ended May 19, 2026. Filed Apr 7, 2026.

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About this filing

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.

May 19, 2026 · Filed Apr 7, 2026

Use the contents to explore the available documents and sections.

CIVB$28.36+0.7%Stored close · as of Nov 6, 2026
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Contents

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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

(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.

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

P.O. Box 5016½ 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:

1.To elect eleven (11) Directors to serve one-year terms expiring in 2027.
2.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.
3.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.
4.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 Tuesday, May 19, 2026 10:00 AM EasternLocation In-person Meeting Sawmill Creek Resort 400 Sawmill Creek Drive Huron, Ohio 44839Record Date 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

InternetCallMail
Go to www.proxydocs.com/CIVB and follow the online instructions. You will need information from your Notice of Internet Availability of Proxy MaterialsCall: 1-844-926-2041If 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.

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

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

Lance A. Morrison, Corporate Secretary

Civista Bancshares, Inc.

April 7, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.