CVB Financial Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

CVB Financial Corp.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 23, 2025, CVB Financial Corp. (the “Company”) announced the appointment of Mr. Timothy Stephens as a Board Member, effective as of November 1, 2025. Mr. Stephens was also named a Director of Citizens Business Bank (the “Bank”), the Company’s wholly-owned banking subsidiary. Mr. Stephens will serve as a member of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of the Company. In addition, Mr. Stephens will serve on the Risk Management Committee, Balance Sheet Management Committee and Trust Services Committee of the Bank.

Mr. Stephens will be paid a $77,000 annual directors’ fee. Mr. Stephens will also receive an initial grant of shares of restricted stock of the Company in his capacity as a director of the Company at a regular meeting of the Company’s Compensation Committee to be held on November 19, 2025. The value of this grant will be pro-rated to account for the fact that Mr. Stephens will be serving as a director for approximately six of the twelve months since the Company’s continuing outside directors received their annual restricted stock grants at a pre-established value of $85,000 (which grant was made on May 21, 2025). There are no transactions or agreements between Mr. Stephens and either the Company or the Bank that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Stephen’s appointment, the Company and the Bank have each expanded the sizes of their respective Boards of Directors from eight to nine directors, which in each case is within the ranges set forth in the Company’s and the Bank’s respective By-laws. This expansion will help each of the Boards enhance its directors’ skill set mix, geographic representation and diversity.

The press release announcing Mr. Stephen’s appointment is attached as Exhibit No. 99.1 to this Form 8‑K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.