At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorized the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. The 2014 Incentive Plan expired in accordance with its terms on April 16, 2024, and no further awards may be granted under the 2014 Incentive Plan after April 16, 2024. On February 20, 2024, the Company's Board of Directors adopted the Civista Bancshares, Inc. 2024 Incentive Plan (the "2024 Incentive Plan"), which was subsequently approved by the shareholders of the Company at the Annual Meeting of Shareholders held on April 16, 2024. The 2024 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 450,000 common shares of the Company. There were 329,487 shares available for grants under the 2024 Incentive Plan at June 30, 2026.

No options were granted under the 2024 Incentive Plan during the three and six months ended June 30, 2026 and June 30, 2025.

In each of the past several years, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-year or five-year period following the grant date. Once an employee attains the stated retirement age of 62, any granted and/or unvested restricted shares becomes immediately vested per the plan. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares awarded under the Company’s incentive plans. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

The Company classifies share-based compensation for employees with “Compensation expense” in the Consolidated Statements of Operations.

The following is a summary of the Company’s outstanding restricted common shares and changes therein for the three and six months ended June 30, 2026:


	Three Months Ended				Six Months Ended
	June 30, 2026				June 30, 2026
	Number of Restricted Shares		Weighted Average Grant Date Fair Value		Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		79,006	$	22.12		90,155		$	19.72
Granted		—		—		51,378			24.87
Vested		—		—		(62,527	)		20.92
Forfeited		—		—		—			—
Nonvested at end of period		79,006	$	22.12		79,006		$	22.12

The following is a summary of the status of the Company’s outstanding restricted common shares as of June 30, 2026:


At June 30, 2026
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
March 3, 2022		1,467		18		0.50
March 14, 2023		4,373		74		1.50
March 12, 2024		10,931		144		2.50
March 12, 2024		2,586		18		0.50
September 9, 2024		858		8		1.25
March 11, 2025		13,002		241		3.50
March 11, 2025		7,269		115		1.50
March 13, 2026		15,317		350		4.75
March 13, 2026		23,203		500		2.75
		79,006		1,468		2.91

The Company recorded $164 and $197 of share-based compensation expense during the three months ended June 30, 2026 and 2025, respectively, for restricted shares granted to employees under the Company's incentive plans. The Company recorded $883 and $352 of share-based compensation expense during the six months ended June 30, 2026 and 2025, respectively, for restricted shares granted to employees under the Company's incentive plans. At June 30, 2026, the total compensation cost related to unvested awards not yet recognized was $1,468, which was expected to be recognized over the weighted average remaining life of the grants of 2.91 years.

During the second quarter of each year, directors of the Company's banking subsidiary, Civista, are paid a retainer in the form of non-restricted common shares of the Company. A total of 10,890 and 10,270 common shares were issued to Civista directors during the three months ended June 30, 2026 and 2025, respectively, as payment of their service on the Civista Board of Directors. The issuances were expensed in their entirety when the shares were issued in the amounts of $270 and $200, respectively.