CVB Financial (NASDAQ: CVBF) CFO gets stock grant with shares withheld for taxes

Rhea-AI Filing Summary

CVB Financial Corp EVP & CFO Nicholson E. Allen received 12,562 shares of Common Stock on March 16, 2026 as a Performance Stock Unit award that vested after performance conditions were met. To cover taxes on the vested amount, 6,238 shares were withheld at a price of $19.005 per share, leaving him with 127,776 directly held shares after the transactions.

SEC Form 4

FORM 4

UNITED 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

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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^*

Nicholson E Allen

(Last) (First) (Middle)

701 N. HAVEN AVE.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026		A		12,562(1)	A	$0	134,014	D
Common Stock	03/16/2026		F		6,238(2)	D	$19.005	127,776	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Satisfaction of vesting conditions for Performance Stock Units ("PRSU") granted on 1/25/2023 based on performance conditions being met.

2. Withholding of shares of PRSU vested on 1/25/2026 to pay for taxes due on vested amount.

	/s/ E Allen Nicholson	03/18/2026
	** Signature of Reporting Person	Date
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)

FAQ

What insider transactions did CVBF CFO Nicholson Allen report on March 16, 2026?

Nicholson E. Allen reported a stock award and related tax withholding. He received 12,562 shares of CVB Financial Common Stock from vested Performance Stock Units, and 6,238 of those shares were withheld at $19.005 per share to satisfy tax obligations.

How many CVBF shares does CFO Nicholson Allen hold after this Form 4?

After the reported transactions, Nicholson E. Allen holds 127,776 shares. The vesting of 12,562 Performance Stock Units and withholding of 6,238 shares for taxes resulted in this updated directly held Common Stock balance.

Was the CVBF CFO’s March 2026 transaction an open-market purchase or sale?

No, the CVBF CFO’s Form 4 shows no open-market trades. The filing reports a grant/award of 12,562 shares from vested Performance Stock Units and a 6,238-share disposition solely to cover taxes, not a discretionary market purchase or sale.

What triggered the 12,562-share award to CVBF CFO Nicholson Allen?

The 12,562-share award came from vested Performance Stock Units granted earlier. Footnotes state vesting was achieved because performance conditions on PRSUs granted on January 25, 2023 were met, leading to delivery of Common Stock on January 25, 2026.

Why were 6,238 CVBF shares withheld from the CFO’s vested award?

6,238 shares were withheld to pay taxes on the vested PRSU award. The Form 4 classifies this as a tax-withholding disposition, with shares withheld at $19.005 per share to satisfy tax liabilities on the vested Performance Stock Units.