CVB Financial (NASDAQ: CVBF) CEO gets stock grant, shares withheld for taxes

Rhea-AI Filing Summary

CVB Financial Corp President & CEO David A. Brager reported routine equity compensation activity. He received 30,149 shares of common stock on a grant/award basis at $0.00 per share, reflecting the vesting of performance stock units granted on January 25, 2023.

On the same date, 15,072 shares of vested stock were withheld at $19.005 per share to cover tax obligations, a non-market disposition. After these transactions, Brager directly holds 245,493 shares of CVB Financial common stock.

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

OMB APPROVAL

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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^*

Brager David A.

(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)
	President & CEO

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		30,149(1)	A	$0	260,565	D
Common Stock	03/16/2026		F		15,072(2)	D	$19.005	245,493	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/ David A Brager	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 CVB Financial (CVBF) CEO David Brager report?

David A. Brager reported a routine equity compensation event. He received 30,149 shares of CVB Financial common stock through a grant/award and had 15,072 of those shares withheld to cover taxes upon vesting of performance stock units.

How many CVB Financial (CVBF) shares did the CEO receive in the latest Form 4?

The CEO received 30,149 shares of CVB Financial common stock. These shares reflect the satisfaction of vesting conditions for performance stock units originally granted on January 25, 2023, and were acquired at no cash cost to him as a compensation award.

Why were 15,072 CVB Financial (CVBF) shares withheld from the CEO?

15,072 shares were withheld to pay taxes on vested performance stock units. This tax-withholding disposition, coded “F,” is a standard mechanism where the company retains part of the vested shares instead of the executive paying the tax obligation in cash.

What is David Brager’s total CVB Financial (CVBF) shareholding after these transactions?

After the grant and tax withholding, David A. Brager directly holds 245,493 shares of CVB Financial common stock. This figure reflects his updated ownership position following the vesting of performance stock units and the related tax-withholding share disposition.

Were the CVB Financial (CVBF) CEO’s transactions open-market buys or sells?

No, these were not open-market trades. The “A” code transaction was a grant/award acquisition tied to vesting performance stock units, and the “F” code transaction was shares withheld for taxes, not a discretionary market sale or purchase.

What do transaction codes A and F mean in the CVB Financial (CVBF) Form 4?

Code “A” indicates a grant, award, or other acquisition, here reflecting vested performance stock units becoming shares. Code “F” indicates shares withheld to pay an exercise price or tax liability, meaning the company retained shares to satisfy the CEO’s tax obligation.