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CVB Financial Corp. is asking shareholders to vote at its 2026 annual meeting on May 20, 2026 at its Ontario, CA headquarters. Shareholders will elect ten directors (or eight if the merger with Heritage Commerce Corp is not completed), approve a non-binding Say‑On‑Pay vote for 2025 executive compensation, and ratify KPMG LLP as auditor for 2026.
The company is a California bank holding company for Citizens Business Bank, which reported 2025 net income of $209.3 million, end‑of‑year assets of $15.63 billion, deposits and customer repurchase agreements of $12.56 billion, and a CET1 capital ratio of 15.9%. The proposed merger would add Heritage’s approximately $5.6 billion in assets and 16 Bay Area branches, with two Heritage directors standing as contingent nominees and Heritage CEO R. Clay Jones expected to become President of both CVB Financial Corp. and Citizens Business Bank after closing.
As of the March 26, 2026 record date, there were 135,784,880 common shares outstanding, with major holders including BlackRock, The Vanguard Group and Dimensional Fund Advisors, and directors and executive officers (current and contingent) beneficially owning about 6.7% of shares.
CVB Financial Corp Executive Vice President and CFO E. Allen Nicholson exercised stock options covering 6,000 shares of common stock on March 31, 2026 at an exercise price of $16.62 per share. Following the transaction, he directly owns 133,776 shares of CVB Financial common stock.
CVB Financial Corp. announced that it has received all required regulatory approvals for its pending all-stock merger with Heritage Commerce Corp. and the related bank-level merger of Heritage Bank of Commerce into Citizens Business Bank. Approvals include a Section 3 waiver and non-objection letter from the Federal Reserve and an approval letter from the Office of the Comptroller of the Currency. Subject to remaining customary closing conditions in the merger agreement, the companies presently expect to close the mergers on April 17, 2026.
CVB Financial Corp. shareholders approved the proposed merger with Heritage Commerce Corp., a key step toward combining the two California banking organizations. At the special meeting, 103,623,241.13 shares, or about 76.31% of the 135,792,701 shares outstanding as of the record date, were represented.
The merger proposal received 103,515,602.13 votes for, 57,008.00 against and 50,631.00 abstentions, comfortably exceeding the required majority of outstanding shares. Because support was sufficient, an adjournment proposal was not needed. Both CVBF and Heritage shareholders have now approved the deal, and the companies expect to close the merger in the second quarter of 2026, subject to regulatory approvals and other closing conditions.
The Vanguard Group filed Amendment No. 13 to a Schedule 13G/A reporting 0 shares of Common Stock of CVB Financial Corp and 0% ownership. The filing states an internal realignment effective January 12, 2026 led certain Vanguard subsidiaries to report beneficial ownership separately in reliance on SEC Release No. 34-39538. The filing is signed by Ashley Grim, Head of Global Fund Administration, dated 03/26/2026.
CVB Financial Corp Chief Accounting Officer Sheryl Laygo reported routine tax-withholding share dispositions tied to vested restricted stock awards. On March 19, 2026 and March 20, 2026, a total of 496 common shares were withheld at prices of $18.88 and $18.60 per share to pay taxes. Following these transactions, she directly holds 14,152 common shares.
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.
CVB Financial Corp EVP & CCO David F. Farnsworth reported compensation-related stock activity. On March 16, 2026, he acquired 9,547 shares of common stock at $0.00 per share as a grant following the satisfaction of performance conditions for Performance Stock Units granted on January 25, 2023.
On the same date, 3,426 shares were disposed of at $19.005 per share to cover taxes due on the vested amount. After these transactions, he directly owned 83,882 shares of CVB Financial common stock.
CVB Financial Corp EVP and Chief Operating Officer David C. Harvey reported compensation-related stock activity. He acquired 12,562 shares of common stock at $0 per share as a grant tied to performance stock units originally granted on January 25, 2023 after performance conditions were met. To cover taxes on the vested amount, 6,256 shares were withheld at a price of $19.005 per share, a non-market tax-withholding disposition rather than an open-market sale. Following these transactions, he directly holds 138,149 shares of CVB Financial common stock.
CVB Financial Corp EVP & CFO Nicholson E. Allen received 12,562 shares of Common Stock on March 16, 2026 as a Performance Stock Unit award that vested after performance conditions were met. To cover taxes on the vested amount, 6,238 shares were withheld at a price of $19.005 per share, leaving him with 127,776 directly held shares after the transactions.