CVB Financial (NASDAQ: CVBF) EVP awarded shares with tax withholding

Rhea-AI Filing Summary

CVB Financial Corp EVP & General Counsel Richard H. Wohl received 8,291 shares of common stock as a stock award tied to performance stock units granted on January 25, 2023.

To cover taxes on the vested shares, 4,145 shares were withheld at 19.005 per share, leaving him with 50,188.642 shares held directly.

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 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 & General Counsel

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		8,291(1)	A	$0	54,333.642	D
Common Stock	03/16/2026		F		4,145(2)	D	$19.005	50,188.642	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. 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/ Richard H. Wohl	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 did CVBF executive Richard H. Wohl report in this Form 4?

Richard H. Wohl reported vesting of a performance-based stock award and related tax withholding. He acquired 8,291 CVB Financial Corp common shares from performance stock units and had 4,145 shares withheld to satisfy tax obligations, resulting in updated direct ownership of 50,188.642 shares.

How many CVBF shares did Richard H. Wohl receive from the PRSU vesting?

He received 8,291 shares of CVB Financial Corp common stock upon satisfaction of performance conditions for performance stock units granted on January 25, 2023. These shares were awarded at no cash cost as part of his equity compensation, increasing his direct share ownership before tax withholding.

Why were 4,145 CVBF shares disposed of in Richard H. Wohl’s Form 4?

The 4,145 CVB Financial Corp shares were withheld to pay taxes on vested performance stock units, not sold in an open-market transaction. The disposition reflects a tax-withholding mechanism where the issuer retains shares equivalent to the tax due on the vested equity award.

What is Richard H. Wohl’s CVBF share ownership after these transactions?

After the grant and tax withholding, Richard H. Wohl directly owns 50,188.642 shares of CVB Financial Corp common stock. This figure reflects his updated position following vesting of 8,291 performance-based shares and withholding of 4,145 shares to cover associated tax liabilities.

What type of equity award vested for CVBF executive Richard H. Wohl?

The award was a Performance Stock Unit (PRSU) grant made on January 25, 2023. Vesting occurred after performance conditions were met, resulting in delivery of 8,291 common shares and separate withholding of 4,145 shares to satisfy taxes on the vested amount.