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CVB Financial (NASDAQ: CVBF) authorizes new 15M-share stock repurchase program

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CVB Financial Corp. announced that its Board of Directors has authorized a new share repurchase program allowing the company to buy back up to 15,000,000 shares of its common stock, potentially through Rule 10b5-1 plans, open market purchases, or private transactions.

This 2026 repurchase program fully replaces the prior 2024 program, which still had 5,678,223 shares available, and will end once the full 15,000,000 shares are repurchased or five years have passed from the authorization date. CVB Financial, the holding company for Citizens Business Bank, reports more than $20 billion in total assets following its mergers with Heritage Commerce Corp and Heritage Bank of Commerce, and operates over 75 banking centers and three trust offices across California.

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Insights

CVB Financial adds a sizable five-year share repurchase authorization, replacing its 2024 plan.

CVB Financial Corp. authorized a 2026 share repurchase program for up to 15,000,000 common shares. The company may execute buybacks via Rule 10b5-1 trading plans, open market purchases, or private transactions, offering flexibility in how it manages capital over time.

The new program fully replaces the 2024 authorization, which still had 5,678,223 shares available. The board set a term that ends on the earlier of completing the 15,000,000-share capacity or five years from the June 15, 2026 authorization, so actual impact will depend on future repurchase activity.

Management links this authorization to what it calls a robust capital position and a consistent record of quality earnings. With more than $20 billion in total assets after mergers with Heritage Commerce Corp and Heritage Bank of Commerce, future disclosures in company filings will show how actively the new authorization is used.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2026 repurchase authorization 15,000,000 shares Maximum common shares authorized for repurchase under 2026 program
Remaining 2024 authorization 5,678,223 shares Unused capacity under 2024 repurchase program now replaced
Total assets more than $20 billion Assets as of closing of mergers with Heritage Commerce Corp and Heritage Bank of Commerce
Program duration Up to five years Ends after 15,000,000 shares repurchased or five years from June 15, 2026
Banking centers more than 75 Citizens Business Bank locations serving California
Trust office locations three Citizens Business Bank trust offices in California
Rule 10b5-1 plans regulatory
"authorized the Company to repurchase up to 15,000,000 shares ... by means of one or more Rule 10b5-1 plans"
A Rule 10b5-1 plan is a prearranged schedule that lets company insiders buy or sell stock at set times or prices, set up when they do not possess confidential information. It acts like an automatic thermostat for trades, reducing the risk that otherwise-timed transactions could be accused of insider trading. Investors care because such plans increase transparency about insider activity and signal when insider trades are routine rather than reactive to private news.
share repurchase program financial
"authorized the Company to repurchase up to 15,000,000 shares of the Company’s common stock (the “2026 Repurchase Program”)"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
bank holding company financial
"CVBF is one of the ten largest bank holding companies headquartered in California"
A bank holding company is a parent corporation that owns one or more banks and other financial businesses, like a household that controls several shops under the same roof. Investors care because this structure determines how the business is regulated, how it raises capital, pays dividends, and absorbs losses; it can make a banking group safer or riskier and affects the value and liquidity of the company’s shares.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Emerging growth company regulatory
"Emerging growth company"
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.
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0000354647false00003546472026-06-152026-06-15

 

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): June 15, 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 8.01 Other Events.

On June 15, 2026, the Board of Directors of CVB Financial Corp. (the “Company”), the holding company for Citizens Business Bank, National Association, authorized the Company to repurchase up to 15,000,000 shares (the “Maximum Amount”) of the Company’s common stock (the “2026 Repurchase Program”), including by means of one or more Rule 10b5-1 plans or other appropriate buy-back arrangements, including open market purchases and private transactions. This 2026 Repurchase Program replaces in its entirety the Company’s previous 2024 share repurchase program under which 5,678,223 shares remained available for repurchase and which has now been terminated. The 2026 Repurchase Program terminates on the earlier of the repurchase of the Maximum Amount or five years from the date of authorization.

 

A copy of the press release relating to the 2026 Repurchase Program, dated June 15, 2026, is included as Exhibit 99.1 hereto and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No Description

 

99.1 Press Release of CVB Financial Corp, dated June 15, 2026

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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:

June 15, 2026

By:

/s/ E. Allen Nicholson

 

 

 

E. Allen Nicholson
Executive Vice President and Chief Financial Officer

 


Exhibit 99.1

 

img93457678_0.gif

 

 

Press Release

Contact: David A. Brager

For Immediate Release

Chief Executive Officer

 

(909) 980-4030

 

CVB Financial Corp. Announces Authorization of 15 Million Share Repurchase Plan

 

Ontario, CA, June 15, 2026 - CVB Financial Corp. (NASDAQ: CVBF) announced that at a meeting on June 15, 2026, the Board of Directors of CVB Financial Corp. (the “Company”), the holding company for Citizens Business Bank, National Association, authorized the Company to repurchase up to 15,000,000 shares of the Company’s common stock (the “2026 Repurchase Program”), including by means of one or more Rule 10b5-1 plans or other appropriate buy-back arrangements, including open market purchases and private transactions.

 

“The approval of this share repurchase program reflects our robust capital position, consistent track record of producing quality earnings, and history of delivering long term value to our shareholders,” said David A. Brager, Chief Executive Officer.

 

This 2026 Repurchase Program replaces in its entirety the Company’s previous 2024 share repurchase program under which 5,678,223 shares remained available for repurchase.

 

Corporate Overview

CVB Financial Corp. (“CVBF”) is the holding company for Citizens Business Bank, National Association. CVBF is one of the ten largest bank holding companies headquartered in California with more than $20 billion in total assets as of the closing of the mergers with Heritage Commerce Corp and its principal banking subsidiary, Heritage Bank of Commerce. Citizens Business Bank, National Association, is consistently recognized as one of the top performing banks in the nation and offers a wide array of banking, lending and investing services, with more than 75 banking centers and three trust office locations serving California.

Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF”. For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab.


FAQ

What did CVB Financial Corp. (CVBF) announce in this 8-K filing?

CVB Financial Corp. authorized a new share repurchase program for up to 15,000,000 common shares. The company may execute repurchases through Rule 10b5-1 plans, open market purchases, and private transactions, replacing its prior 2024 repurchase program.

How large is CVB Financial Corp.’s new 2026 share repurchase program?

The 2026 repurchase program authorizes CVB Financial Corp. to buy back up to 15,000,000 shares of common stock. This authorization sets the maximum number of shares that may be repurchased over the program’s life, subject to market conditions and company decisions.

What happened to CVB Financial Corp.’s 2024 share repurchase program?

The new 2026 repurchase program fully replaces CVB Financial Corp.’s 2024 program. At termination, the 2024 authorization still had 5,678,223 shares available for repurchase, which will now fall under the newly approved 2026 program instead.

How long will CVB Financial Corp.’s 2026 repurchase program remain in effect?

The 2026 repurchase program ends once 15,000,000 shares have been repurchased or five years have passed from its June 15, 2026 authorization. This structure gives CVB Financial Corp. a multi-year window to conduct repurchases at its discretion.

How does CVB Financial Corp. describe its position supporting the buyback authorization?

Chief Executive Officer David A. Brager said the repurchase approval reflects a robust capital position, a consistent track record of quality earnings, and a history of delivering long-term value to shareholders. These factors were cited as support for authorizing the new program.

How large is CVB Financial Corp. after its recent mergers?

CVB Financial Corp. reports more than $20 billion in total assets following the mergers with Heritage Commerce Corp and Heritage Bank of Commerce. The company operates more than 75 banking centers and three trust office locations across California through Citizens Business Bank.

Filing Exhibits & Attachments

2 documents