CVB FINANCIAL CORP

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 replaced in its entirety the Company's previous 2022 share repurchase program under which 4,300,059 shares remained available for repurchase 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 third quarter of 2025, we repurchased 296,506 shares of common stock under this program, at an average price of $20.35, totaling $6.0 million. For the nine months ended September 30, 2025 total shares repurchased was 2,360,070 shares at an average price of $18.43, totaling $43.5 million. As of September 30, 2025, an aggregate of 7,639,930 shares remained available for repurchase under our 2024 Repurchase Program. Additionally, there were 2,160 shares repurchased during the third quarter of 2025, pursuant to net settlement by employees in satisfaction of income tax withholding obligations incurred through the vesting of Company stock awards.

(1)

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