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CVB FINANCIAL CORP

For the period ended Mar 31, 2025. Filed May 9, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 9, 2025

CVBF$22.79-0.7%Stored close · as of Nov 10, 2026

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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 20, 2024, our Board of Directors approved a program to repurchase up to 10,000,000 shares (the "Maximum Amount") of CVB common stock including by means of one or more Rule 10b5-1 plans or other appropriate buy-back arrangements, including open market purchases and private transactions, at times and at prices considered appropriate by us, depending upon prevailing market conditions and other corporate and legal considerations ("2024 Repurchase Program"). This 2024 Repurchase Program replaces in its entirety the Company's previous 2022 share repurchase program under which 4,300,059 shares remained available for repurchase and which has now been terminated. The 2024 Repurchase Program terminates on the earlier of the repurchase of the Maximum Amount or five years from the date of authorization. In the first quarter of 2025, we repurchased 782,063 shares of common stock under this program, at an average price of $19.55, totaling $15.3 million. As of March 31, 2025, an aggregate of 9,217,937 shares remained available for repurchase under our 2024 Repurchase Program. Additionally, there were 172,250 shares repurchased during the first quarter of 2025 pursuant to net settlement by employees in satisfaction of income tax withholding obligations incurred through the vesting of Company stock awards.

PeriodTotal Number of Shares Purchased (1)Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsAverage Price Paid Per ShareMaximum Number of Shares Available for Repurchase Under the Plans or Programs
January 1 - 31, 202599,107$20.301,122$19.299,998,878
February 1 - 28, 202518,396$19.82350,000$19.999,648,878
March 1 - 31, 202554,747$18.71430,941$19.199,217,937
Total172,250$19.75782,063$19.559,217,937

(1)

Shares repurchased pursuant to net settlement by employees in satisfaction of income tax withholding obligations incurred through the vesting of Company stock awards.

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