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CVB Financial (CVBF) president gains stock via Heritage merger and awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CVB Financial Corp director and president Clay Robertson Jones Jr. reported stock acquisitions tied to CVB’s purchase of Heritage Commerce Corp. On April 17, 2026, his Heritage shares were converted into CVB common stock at a 0.65-for-1 ratio.

He also received restricted stock awards that will vest in equal annual installments over three years from the grant date. After these transactions, he directly holds 254,767 shares of CVB common stock, reflecting both the merger conversion and the new equity awards.

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Insider Jones Robertson Clay JR
Role President
Type Security Shares Price Value
Grant/Award Common Stock 244,767 $0.00 --
Grant/Award Common Stock 10,000 $0.00 --
Holdings After Transaction: Common Stock — 244,767 shares (Direct, null)
Footnotes (1)
  1. Acquired in connection with CVB Financial Corp.'s ("CVB") acquisition of Heritage Commerce Corp. ("Heritage") on April 17, 2026. Pursuant to the merger agreement, each issued and outstanding share of Heritage common stock held by the reporting person immediately prior to the merger was converted into the right to receive 0.65 of a share of CVB common stock. Fractional shares, if any, were paid in cash. Restricted stock awards granted to the reporting person on April 17, 2026 that will vest in equal annual installments over three years from the grant date.
Heritage conversion ratio 0.65 share of CVB common stock Per share of Heritage common stock in merger
Restricted stock vesting period 3 years Restricted stock awards vest in equal annual installments
Shares held after transactions 254,767 shares Direct holdings of Clay Robertson Jones Jr. after April 17, 2026
merger agreement financial
"Pursuant to the merger agreement, each issued and outstanding share"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
restricted stock awards financial
"Restricted stock awards granted to the reporting person on April 17, 2026"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
vest in equal annual installments financial
"that will vest in equal annual installments over three years"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Jones Robertson Clay JR
(Last)(First)(Middle)
701 N HAVEN AVENUE
(Street)
ONTARIO CALIFORNIA 91764
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CVB FINANCIAL CORP [ CVBF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/17/2026A244,767(1)A$0(1)244,767D
Common Stock04/17/2026A10,000(2)A$0(2)254,767D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Acquired in connection with CVB Financial Corp.'s ("CVB") acquisition of Heritage Commerce Corp. ("Heritage") on April 17, 2026. Pursuant to the merger agreement, each issued and outstanding share of Heritage common stock held by the reporting person immediately prior to the merger was converted into the right to receive 0.65 of a share of CVB common stock. Fractional shares, if any, were paid in cash.
2. Restricted stock awards granted to the reporting person on April 17, 2026 that will vest in equal annual installments over three years from the grant date.
/s/ Robertson Clay Jones04/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CVBF’s president report on this Form 4?

CVB Financial’s president Clay Robertson Jones Jr. reported acquisitions of common stock on April 17, 2026. Shares came from converting Heritage Commerce Corp. stock in CVB’s acquisition and from new restricted stock awards that vest over three years.

How many CVB Financial (CVBF) shares does the insider hold after the transactions?

After the reported transactions, Clay Robertson Jones Jr. directly holds 254,767 shares of CVB Financial common stock. This total reflects both the Heritage Commerce Corp. merger conversion and the additional restricted stock awards granted on April 17, 2026.

How were Heritage Commerce Corp. shares converted into CVBF stock?

Each issued and outstanding share of Heritage Commerce Corp. common stock held by the insider was converted into 0.65 of a share of CVB Financial common stock. This exchange occurred in connection with CVB Financial’s acquisition of Heritage completed on April 17, 2026.

What are the terms of the restricted stock awards granted to the CVBF insider?

The restricted stock awards granted to Clay Robertson Jones Jr. on April 17, 2026 will vest in equal annual installments over three years. This means one‑third of the awarded shares becomes fully owned each year, subject to the award’s standard conditions.

Is the CVBF insider’s stock acquisition an open‑market purchase or compensation?

The reported CVB Financial share acquisitions are not open‑market purchases. They result from converting Heritage Commerce Corp. shares in a merger and from restricted stock awards granted as equity compensation that vest over three years.