CIVISTA BANCSHARES, INC.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Share Repurchases:

There were no repurchases by the Company or by "affiliated purchasers" as defined in Rule 10b-18(a)(3) under the Exchange Act of the Company's common shares during the second quarter ended June 30, 2026.

On April 21, 2026, the Company announced a new common share repurchase program pursuant to which the Company is authorized to repurchase a maximum aggregate value of $25.0 million of its outstanding common shares through April 2027, of which all $25.0 million remained available to purchase at June 30, 2026.

Issuance of Shares to Directors:

During the second quarter of 2026, Civista Bank paid a retainer to each director of Civista Bank in the amount of $5,000 in cash and $30,000 in common shares of the Company, in consideration for service on the board of Civista Bank for the period from May 20, 2026 until the Company’s annual meeting in 2027. For each director, $25,000 of the common shares of the Company were issued pursuant to grants under the 2024 Incentive Plan. The remaining common shares, consisting of an aggregate of 1,818 issued to all directors, were issued in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.