CVB Financial (NASDAQ: CVBF) CFO has shares withheld for RSA taxes

Rhea-AI Filing Summary

CVB Financial Corp.'s EVP and CFO, E. Allen Nicholson, reported routine share withholdings tied to restricted stock awards. On January 24, 2026, 2,255 shares of common stock were withheld at $19.84 per share to cover taxes when a restricted stock award vested. On January 25, 2026, a further 1,712 shares were withheld at the same price for taxes on another vesting. After these tax withholdings, Nicholson directly owns 121,452 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

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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 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 & CFO

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		2,255(1)	D	$19.84	123,164	D
Common Stock	01/25/2026		F		1,712(2)	D	$19.84	121,452	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 due on vested amount.

	/s/ E Allen Nicholson	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.
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.

FAQ

What insider transaction did CVBF EVP & CFO report on this Form 4?

CVB Financial Corp. (CVBF) EVP & CFO E. Allen Nicholson reported share withholdings related to restricted stock awards. On January 24 and 25, 2026, the company withheld common shares to cover taxes due on vested restricted stock awards.

How many CVBF shares were withheld for taxes from the CFO's restricted stock awards?

A total of 3,967 shares of CVB Financial common stock were withheld to cover taxes: 2,255 shares on January 24, 2026 and 1,712 shares on January 25, 2026, each at $19.84 per share.

What do the Form 4 transaction code "F" entries mean for CVBF?

The transaction code "F" on the CVB Financial Form 4 indicates shares were withheld to pay taxes due upon the vesting of restricted stock awards, rather than an open-market buy or sell order initiated by the officer.

How many CVB Financial (CVBF) shares does the CFO own after these transactions?

Following the reported tax-withholding transactions, EVP & CFO E. Allen Nicholson directly owns 121,452 shares of CVB Financial Corp. common stock.

Were these CVBF insider transactions direct or indirect holdings?

The Form 4 shows the CFO’s ownership of CVB Financial common stock as direct (coded "D"), with no indication of indirect ownership through another entity in the reported transactions.

Do the CVBF Form 4 footnotes indicate why the shares were withheld?

Yes. The footnotes explain that the shares were withheld from vested restricted stock awards on January 24 and 25, 2026 to pay taxes due on the vested amounts.