CVB Financial Corp 8-K Filings

CVB Financial Corp., holding company for Citizens Business Bank, appointed Michael J. Maddox to its Board of Directors effective July 22, 2026, and also to the Bank’s board, increasing each board’s size from 10 to 11 directors within the ranges set in their by-laws.

Maddox will sit on the Company’s Audit, Nominating and Corporate Governance, and Compensation Committees, and on the Bank’s Risk Management, Balance Sheet Management and Trust Services Committees. He will receive a $77,000 annual director fee plus an initial restricted stock grant, pro-rated against the $85,000 annual grant value received by continuing outside directors on May 20, 2026. Company disclosures state there are no related-party transactions requiring reporting. Maddox brings over 20 years of banking experience, including senior leadership roles at CrossFirst Bankshares, First Busey Corporation and Busey Bank.

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.

CVB Financial Corp. renewed CEO David A. Brager’s employment agreement, extending his term through June 30, 2029 with ongoing automatic one‑year renewals unless either party terminates. Brager, age 59, has been CEO since March 2020 and with the company since 2003.

The agreement keeps his annual base salary at $966,000 initially, with potential upward adjustments at the Compensation Committee’s discretion. He remains eligible for an annual cash bonus targeting 120% of base salary, up to a maximum of 180%, tied to company and individual performance.

Equity awards are expected each year with a target grant value of 180% of base salary and a minimum of 150%, using Time RSUs, Performance RSUs, options or restricted stock. If terminated without cause or he resigns for good reason, Brager is entitled to cash severance of 2x base salary plus 2x average bonus, rising to 2.5x each plus 24 months of medical and dental benefits in certain change‑in‑control situations, plus accelerated vesting of equity awards. He also receives a $2,000 monthly car allowance and club membership reimbursements.

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.

CVB Financial Corp. held its 2026 Annual Meeting of Shareholders on May 20, 2026. Shareholders elected ten directors, each to serve a one-year term ending at the 2027 annual meeting or until a successor is elected and qualified. Director nominees received between 94,760,819 and 96,124,336 votes for, with broker non-votes of 15,839,830 on each election.

Shareholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers for 2025, with 92,116,229 votes for and 6,455,002 against. They also ratified the Audit Committee’s appointment of KPMG LLP as independent registered public accounting firm for 2026, with 114,187,433 votes for and 403,538 against.

CVB Financial Corp. completed its acquisition of Heritage Commerce Corp. and is now providing detailed pro forma financials for the combined bank. The amendment adds Heritage’s audited statements and unaudited pro forma balance sheet and income statement for 2025, showing how the merger would have affected results.

The preliminary merger consideration totals about $845 million, including $843.7 million in CVBF stock and a small cash component. Pro forma 2025 net earnings are $241.0 million with basic and diluted earnings per share of $1.36, and total pro forma assets are about $21.5 billion.

CVB Financial Corp. reported first quarter 2026 net earnings of $51.0 million, or $0.38 per diluted share, with an annualized return on average assets of 1.33% and net interest margin of 3.44%. Net interest income was $117.8 million, up $7.4 million from the first quarter of 2025, while noninterest income was $14.3 million. The efficiency ratio was 45.84%, and pretax pre-provision income reached $71.6 million.

On April 17, 2026, CVB completed its acquisition of Heritage Commerce Corp and Heritage Bank of Commerce, described as its largest acquisition by asset size and a key step in expanding into California’s Bay Area. Asset quality remained strong, with nonperforming assets at 0.04% of total assets and an allowance for credit losses of $80.2 million, or 0.93% of total loans. Capital ratios were high, including a Common Equity Tier 1 ratio of 16.3% and tangible common equity ratio of 10.5%, and the company declared a quarterly cash dividend of $0.20 per share, extending its record of 146 consecutive quarterly dividends.

CVB Financial Corp. completed its all-stock acquisition of Heritage Commerce Corp., merging Heritage into CVBF and Heritage Bank of Commerce into Citizens Business Bank. Each Heritage share was converted into 0.65 CVBF share, and CVBF issued approximately 41 million new shares as consideration.

The combined bank now has more than $20 billion in assets, with total loans of about $12 billion and total deposits and customer repurchase agreements of about $17 billion, and adds 16 Bay Area branches to Citizens’ footprint across California. Clay Jones, formerly Heritage’s CEO, became President of CVBF and Citizens with a $700,000 base salary, a $1.8 million retention award and equity grants. Two Heritage directors, Mr. Jones and Julianne Biagini-Komas, joined the CVBF and Citizens boards, and severance terms for several existing CVBF executives were aligned with Jones’ agreement.

CVB Financial Corp. announced that it has received all required regulatory approvals for its pending all-stock merger with Heritage Commerce Corp. and the related bank-level merger of Heritage Bank of Commerce into Citizens Business Bank. Approvals include a Section 3 waiver and non-objection letter from the Federal Reserve and an approval letter from the Office of the Comptroller of the Currency. Subject to remaining customary closing conditions in the merger agreement, the companies presently expect to close the mergers on April 17, 2026.

CVB Financial Corp. shareholders approved the proposed merger with Heritage Commerce Corp., a key step toward combining the two California banking organizations. At the special meeting, 103,623,241.13 shares, or about 76.31% of the 135,792,701 shares outstanding as of the record date, were represented.

The merger proposal received 103,515,602.13 votes for, 57,008.00 against and 50,631.00 abstentions, comfortably exceeding the required majority of outstanding shares. Because support was sufficient, an adjournment proposal was not needed. Both CVBF and Heritage shareholders have now approved the deal, and the companies expect to close the merger in the second quarter of 2026, subject to regulatory approvals and other closing conditions.

CVB Financial Corp. is moving forward with its planned merger with Heritage Commerce Corp. and has issued a supplement to their joint proxy statement/prospectus. The update responds to three shareholder lawsuits and demand letters that allege disclosure deficiencies, while the companies state they believe the claims are without merit.

The supplement corrects Heritage share count and insider ownership figures as of the record date, refreshes the peer group comparison tables for both Heritage and CVBF, and adds detail on Piper Sandler’s valuation work, including discount rates of about 10% for both stocks and projected EPS accretion and tangible book value dilution metrics for CVBF after closing.

It also clarifies executive and director equity holdings, severance and bonus estimates, potential retention awards, and post‑merger employment or termination outcomes for specific Heritage executives, as well as additional voting and support agreement mechanics. The overall merger terms and shareholder meeting plans remain unchanged.

CVB Financial Corp. reported that director Kimberly Sheehy will retire from the boards of both the company and its wholly owned subsidiary, Citizens Business Bank. She informed the company on February 18, 2026, that she will not stand for reelection at the annual shareholder meeting scheduled for May 20, 2026.

The company states that her decision is not due to any disagreement with its operations, policies, or practices. Sheehy will continue to serve as Chair of the Audit Committee and as a director through the end of her current term, providing continuity in oversight until the meeting.

CVB Financial Corp. filed a current report describing upcoming outreach to institutional investors. The company’s President and Chief Executive Officer and its Chief Financial Officer plan to make presentations at various investor meetings throughout the first quarter of 2026. These presentations will use a January 2026 slide deck that has been updated to reflect the company’s fourth quarter 2025 financial information.

The slide presentation is included as Exhibit 99.1 to this report, but is furnished rather than filed, meaning it is not subject to certain Exchange Act liabilities and will only be incorporated into other filings if specifically referenced. CVB Financial Corp. also states that the same presentation will be available on its website under the “Investors” tab, providing broader access to the updated financial and strategic information.

CVB Financial Corp. furnished an earnings update by issuing a press release covering its financial results for the quarter and the year ended December 31, 2025. The company used this report to make investors aware of those results and to share details about its scheduled quarterly conference call and webcast.

The press release is attached as Exhibit 99.1 to this report and is provided under Item 2.02, which deals with results of operations and financial condition. The company also clarifies that this information is being furnished rather than filed, which affects how it is treated under securities law.

CVB Financial Corp. reported that it has signed an Agreement and Plan of Reorganization and Merger with Heritage Commerce Corp. Under this agreement, Heritage will merge into CVB Financial, and shortly after closing, Heritage Bank of Commerce is expected to merge into Citizens Business Bank, CVB Financial’s national bank subsidiary, with Citizens continuing as the surviving bank.

The companies disclosed the proposed transaction through a joint press release and an investor presentation, both attached as exhibits. Completion of the mergers remains subject to customary conditions, including regulatory approvals and shareholder votes, and the filing outlines extensive forward-looking statement risk factors covering integration challenges, regulatory outcomes, market conditions, and potential dilution from the issuance of CVB Financial common stock.

CVB Financial Corp. appointed Timothy Stephens to its Board of Directors, effective November 1, 2025, and also named him a director of Citizens Business Bank. Both the Company and Bank expanded their boards from eight to nine directors to enhance skill sets, geographic representation, and diversity.

Mr. Stephens will serve on the Company’s Audit, Nominating and Corporate Governance, and Compensation Committees, and on the Bank’s Risk Management, Balance Sheet Management, and Trust Services Committees. He will receive a $77,000 annual directors’ fee and an initial restricted stock grant to be approved on November 19, 2025, pro‑rated relative to the Company’s continuing outside directors’ pre‑established $85,000 annual grant made on May 21, 2025. The Company reported no related‑party transactions requiring disclosure.

CVB Financial Corp. furnished an investor presentation under Item 7.01 (Regulation FD). The President & CEO and the CFO will present to institutional investors throughout the fourth quarter of 2025. The October 2025 slide deck, updated with third quarter 2025 information, is included as Exhibit 99.1.

The materials are furnished, not filed, under Section 18 and are not incorporated by reference unless expressly stated. The presentation will also be available at www.cbbank.com under the Investors tab.

CVB Financial Corp. furnished a press release announcing financial results for the quarter ended September 30, 2025. The release, dated October 22, 2025, also includes information about the company’s quarterly conference call and webcast.

The press release is attached as Exhibit 99.1 to this current report on Form 8-K under Item 2.02. The information in this report, including Exhibit 99.1, is being furnished and not filed.