CVB Financial (NASDAQ: CVBF) EVP reports tax withholding on RSAs

Rhea-AI Filing Summary

CVB Financial Corp.'s EVP & General Counsel, Richard H. Wohl, filed a Form 4 reporting routine share withholdings tied to restricted stock awards. On January 24, 2026, 1,536 shares of common stock were withheld at $19.84 per share to cover taxes on a vested RSA, leaving 47,179.642 shares owned directly. On January 25, 2026, an additional 1,137 shares were withheld at $19.84 per share for taxes on another vested RSA, resulting in a direct ownership balance of 46,042.642 common shares.

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^*

WOHL RICHARD H

(Last) (First) (Middle)

701 N. HAVEN AVE.

(Street)

ONTARIO CA 91764

(City) (State) (Zip)

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 & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/24/2026		F		1,536(1)	D	$19.84	47,179.642	D
Common Stock	01/25/2026		F		1,137(2)	D	$19.84	46,042.642	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. Withholding of shares of RSA vested on 1/24/2026 to pay for taxes due on vested amount.

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

	/s/ Richard H. Wohl	01/26/2026
	** 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.
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FAQ

What insider activity did CVBF EVP & General Counsel Richard Wohl report?

Richard H. Wohl reported two transactions in CVB Financial Corp. common stock. Both were coded "F," reflecting share withholdings to cover taxes on vested restricted stock awards rather than open-market trades.

How many CVBF shares were withheld for taxes in these Form 4 transactions?

The filing shows 1,536 common shares withheld on January 24, 2026 and 1,137 common shares withheld on January 25, 2026, each at a price of $19.84 per share.

Does Richard Wohl still hold CVBF shares after these tax withholdings?

Yes. After the first withholding on January 24, 2026, he directly owned 47,179.642 common shares. After the second withholding on January 25, 2026, his direct ownership stood at 46,042.642 common shares.

Were the CVBF transactions open-market sales or tax withholdings?

The Form 4 footnotes state that both transactions reflect withholding of shares of RSA that vested on January 24, 2026 and January 25, 2026 to pay taxes on the vested amounts, not discretionary open-market sales.

What does transaction code "F" mean in this CVBF Form 4?

Transaction code "F" indicates tax-related share withholdings. In this case, shares from vested restricted stock awards were withheld at $19.84 per share to satisfy tax obligations.

What role does the reporting person hold at CVB Financial Corp. (CVBF)?

The reporting person, Richard H. Wohl, is an officer of CVB Financial Corp. serving as EVP & General Counsel, as indicated in the Form 4.