CVB Financial EVP & General Counsel to Retire

CVB Financial Corp. announced that Executive Vice President and General Counsel Richard Wohl will retire from the company and its principal subsidiary effective June 5, 2026.

Rhea-AI Filing Summary

CVB Financial Corp. announced that Executive Vice President and General Counsel Richard Wohl will retire from the company and its principal subsidiary effective June 5, 2026. Wohl has served as General Counsel since October 2011.

In connection with his retirement, the Compensation Committee approved early vesting on June 5, 2026 of several equity awards under the 2018 Equity Incentive Plan: 3,074 shares of restricted stock that would have vested in January 2027; 5,816 restricted shares that would have vested in equal parts in January 2027 and January 2028; and 9,014 restricted shares that would have vested in equal parts in January 2027, January 2028 and January 2029.

The company believes the accelerated restricted stock awards and performance restricted stock units have a total value of approximately $364,346, based on the closing stock price of $20.35 on May 22, 2026.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Restricted stock award 1: 3,074 shares Restricted stock award 2: 5,816 shares Restricted stock award 3: 9,014 shares +4 more

7 metrics

Restricted stock award 1 3,074 shares Restricted stock that would have vested in January 2027

Restricted stock award 2 5,816 shares Restricted stock scheduled to vest in January 2027 and January 2028

Restricted stock award 3 9,014 shares Restricted stock scheduled to vest in January 2027, 2028 and 2029

Estimated value of accelerated awards $364,346 Total value of accelerated restricted stock and performance units

Stock price used for valuation $20.35 Closing price on May 22, 2026

Retirement effective date June 5, 2026 Effective retirement date of EVP and General Counsel

Start of General Counsel service October 2011 Commencement of Richard Wohl’s service as General Counsel

Key Terms

2018 Equity Incentive Plan, restricted stock, performance restricted stock units, Compensation Committee, +1 more

5 terms

2018 Equity Incentive Plan financial

"equity awards granted to Mr. Wohl under the Company’s 2018 Equity Incentive Plan"

restricted stock financial

"an award of 3,074 shares of restricted stock which would have otherwise vested"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

performance restricted stock units financial

"early acceleration of restricted stock awards and performance restricted stock units has a total value"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

Compensation Committee financial

"the Compensation Committee of the Company’s Board of Directors has provided for the early acceleration"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did CVB Financial Corp. (CVBF) disclose in this 8-K?

CVB Financial Corp. disclosed that Executive Vice President and General Counsel Richard Wohl will retire effective June 5, 2026. He is leaving both the company and its principal subsidiary, Citizens Business Bank, after serving as General Counsel since October 2011.

When will CVB Financial Corp. (CVBF) General Counsel Richard Wohl retire?

Richard Wohl will retire effective June 5, 2026 from his roles at CVB Financial Corp. and Citizens Business Bank. The filing notes his service as General Counsel began in October 2011, highlighting a long tenure with the organization before this planned retirement.

What equity awards were accelerated for CVB Financial executive Richard Wohl?

The Compensation Committee approved early vesting of three restricted stock awards: 3,074 shares, 5,816 shares, and 9,014 shares. These awards were originally scheduled to vest between January 2027 and January 2029 under CVB Financial Corp.’s 2018 Equity Incentive Plan.

What is the estimated value of the accelerated equity for CVBF’s General Counsel?

CVB Financial Corp. estimates the early acceleration of restricted stock awards and performance restricted stock units for Richard Wohl is worth about $364,346. This valuation is based on the company’s closing stock price of $20.35 on May 22, 2026.

How did CVB Financial Corp. calculate the value of the accelerated awards?

The company valued the accelerated restricted stock awards and performance restricted stock units using its closing stock price of $20.35 on May 22, 2026. Applying this price produced an estimated total value of approximately $364,346 for Richard Wohl’s accelerated equity grants.

Under which plan were CVBF’s accelerated equity awards granted to Richard Wohl?

The accelerated equity awards for Richard Wohl were granted under CVB Financial Corp.’s 2018 Equity Incentive Plan. The Compensation Committee approved early vesting of multiple restricted stock grants originally scheduled to vest between January 2027 and January 2029.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 05:29 PM EDT Learn about SEC filing dates

0000354647false00003546472026-05-202026-05-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2026

CVB Financial Corp.

(Exact name of Registrant as Specified in Its Charter)

California			000-10140	95-3629339
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
701 N HAVEN AVE STE 350
ONTARIO , California				91764
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 909 980-4030

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, No Par Value		CVBF		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2026, CVB Financial Corp. (the “Company”) received notice that Richard Wohl will retire from his role as Executive Vice President and General Counsel of the Company and its principal subsidiary, Citizens Business Bank, National Association, effective on June 5, 2026.

In recognition of Mr. Wohl’s sustained and exemplary service to the Company as its General Counsel, which service commenced in October 2011, the Compensation Committee of the Company’s Board of Directors has provided for the early acceleration of vesting, effective on June 5, 2026, of the following equity awards granted to Mr. Wohl under the Company’s 2018 Equity Incentive Plan: (i) an award of 3,074 shares of restricted stock which would have otherwise vested in January 2027, (ii) an award of 5,816 shares of restricted stock which would have otherwise vested in two equal increments in January 2027 and January 2028, and (iii) an award of 9,014 shares of restricted stock which would have otherwise vested in three equal increments in January 2027, January 2028 and January 2029. The Company believes this early acceleration of restricted stock awards and performance restricted stock units has a total value of approximately $364,346, based on the closing price of the Company’s stock of $20.35 on May 22, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CVB FINANCIAL CORP.
Date:	May 26, 2026	By:	/s/ E. Allen Nicholson
			E. Allen Nicholson Executive Vice President and Chief Financial Officer

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