CVB Financial (NASDAQ: CVBF) CEO has shares withheld to cover RSA tax obligations

Rhea-AI Filing Summary

CVB Financial Corp.'s President and CEO David A. Brager reported two transactions involving company common stock related to tax withholding on vested restricted stock awards. On January 24, 2026, 5,433 shares of common stock were withheld at $19.84 per share to cover taxes on an RSA vesting, leaving him with 234,552 directly held shares. On January 25, 2026, an additional 4,136 shares were withheld at $19.84 per share for taxes on another RSA vesting, after which he directly owned 230,416 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^*

Brager David A.

(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)
	President & CEO

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		5,433(1)	D	$19.84	234,552	D
Common Stock	01/25/2026		F		4,136(2)	D	$19.84	230,416	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 01/25/2026 to pay for taxes due on vested amount.

	/s/ David A Brager	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did CVBF report for President & CEO David A. Brager?

CVB Financial Corp. reported that President & CEO David A. Brager had shares of common stock withheld in two transactions to pay taxes due on vested restricted stock awards on January 24, 2026 and January 25, 2026.

How many CVBF shares were withheld for taxes in the latest Form 4?

A total of 5,433 CVB Financial common shares were withheld on January 24, 2026 and 4,136 shares were withheld on January 25, 2026, each at $19.84 per share, to cover tax obligations on vested RSAs.

Did the CVBF CEO sell shares on the open market in this Form 4?

No open market sale is indicated. The Form 4 shows transaction code F, meaning shares were withheld by the issuer from vested restricted stock awards to pay taxes, rather than discretionary market sales.

How many CVBF shares does the CEO own after the reported transactions?

After the second withholding transaction on January 25, 2026, President & CEO David A. Brager directly owned 230,416 shares of CVB Financial common stock.

What does transaction code F mean in the CVBF Form 4 filing?

Transaction code F in the Form 4 indicates payment of tax liability by withholding securities incident to the vesting of a stock award, rather than a voluntary purchase or sale in the market.

Are the CVBF CEO’s reported holdings direct or indirect?

The Form 4 shows the CEO’s post-transaction holdings of 230,416 CVB Financial shares as direct (D) ownership, with no indirect ownership nature specified in this filing.