CVB FINANCIAL CORP
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
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Item 16. FORM 10-K SUMMARY
None
INDEX TO EXHIBITS
| Exhibit No. | |
|---|---|
| 2.1 | Agreement and Plan of Reorganization and Merger by and among CVB Financial Corp. and Heritage Commerce Corp., dated December 17, 2025 (1) |
| 3.1 | Articles of Incorporation of CVB Financial Corp., as amended (2) |
| 3.2 | Second Amended and Restated Bylaws of CVB Financial Corp. dated September 20, 2023 (3) |
| 4.1 | Form of CVB Financial Corp.’s Common Stock certificate (4) |
| 4.2 | Description of CVB Financial Corp. Common Stock (5) |
| 10.1 | CVB Financial Corp. 401(k) & Profit Sharing Plan, as amended†(6) |
| 10.2 | Form of Indemnification Agreement (7) |
| 10.3(a) | CVB Financial Corp. 2008 Equity Incentive Plan†(8) |
| 10.3(b) | CVB Financial Corp. Amendment No. 1 to the 2008 Equity Incentive Plan†(9) |
| 10.3(c) | CVB Financial Corp. Amendment No. 2 to the 2008 Equity Incentive Plan†(10) |
| 10.3(d) | CVB Financial Corp. Amendment No. 3 to the 2008 Equity Incentive Plan†(11) |
| 10.3(e) | CVB Financial Corp. Amendment No. 4 to the 2008 Equity Incentive Plan†(12) |
| 10.3(f) | CVB Financial Corp. Amendment No. 5 to the 2008 Equity Incentive Plan†(13) |
| 10.3(g) | Form of Notice of Non-Qualified Stock Option Grant and Agreement pursuant to the 2008 Equity Incentive Plan†(14) |
| 10.3(h) | Form of Notice of Grant and Restricted Stock Agreement pursuant to the 2008 Equity Incentive Plan†(15) |
| 10.4(a) | CVB Financial Corp. 2018 Equity Incentive Plan†(16) |
| 10.4(b) | Form of Stock Option Agreement under 2018 Equity Incentive Plan†(17) |
| 10.4(c) | Form of Restricted Stock Agreement under 2018 Equity Incentive Plan†(18) |
| 10.4(d) | Form of Restricted Stock Unit Agreement under 2018 Equity Incentive Plan†(19) |
| 10.5(a) | The Executive Non Qualified Excess Plan(SM) Plan Document effective February 21, 2007†(20) |
| 10.5(b) | CVB Financial Corp. Deferred Compensation Plan effective December 1, 2020†(21) |
| 10.6 | Form of Severance Compensation Agreement by and between Yamynn De Angelis, and Citizens Business Bank, effective February 1, 2022.† (22) |
| 10.7 | CVB Financial Corp. 2023 Executive Incentive Plan †(23) |
| 10.8 | Second Amended and Restated Employment Agreement by and among CVB Financial Corp. and Citizens Business Bank, on the one hand, and David A. Brager, on the other hand, dated July 1, 2024.†(24) |
| 10.9 | Form of Employment Agreement by and among CVB Financial Corp. and Citizens Business Bank, on the one hand, and each of E. Allen Nicholson, David F. Farnsworth, David C. Harvey, and Richard H. Wohl, respectively, on the other hand, effective July 2, 2024.†(25) |
| 10.10 | Offer Letter by and among the Company, Citizens and R. Clay Jones, dated December 17, 2025†(26) |
| 19 | CVB Financial Corp. Insider Trading Policy (27) |
| 21 | Subsidiaries of the Company * |
| 23 | Consent of KPMG LLP* |
| 31.1 | Certification of David A. Brager pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 31.2 | Certification of E. Allen Nicholson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | Certification of David A. Brager pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
| 32.2 | Certification of E. Allen Nicholson pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
| 97 | Compensation Recoupment Policy* |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, has been formatted in Inline XBRL |
- Filed herewith.
** Furnished herewith.
† Indicates a management contract or compensation plan.
‡ Except as noted below, Form 8-A12G, Form 8-K, Form 10-Q, Form 10-K and Form DEF 14A
identified in the exhibit index have SEC file number 001-10140.
(1)
Incorporated herein by reference to Exhibit 2.1 to our Form 8-K filed with the SEC on December 17, 2025.
(2)
Incorporated herein by reference to Exhibit 3.1 to our Form 10-Q filed with the SEC on August 9, 2010.
(3)
Incorporated herein by reference to Exhibit 3.1 to our Form 8-K filed with the SEC on September 21, 2023.
(4)
Incorporated herein by reference to Exhibit 4.1 to our Form 8-A12G filed with the SEC on June 11, 2001.
(5)
Incorporated herein by reference to Exhibit 4.2 to our Annual Report on Form 10-K filed with the SEC on March 2, 2020.
(6)
Incorporated herein by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed with the SEC on February 29, 2016.
(7)
Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 29, 2016.
(8)
Incorporated herein by reference to Annex A to our Definitive Proxy Statement on Form DEF 14A filed with the SEC on April 16, 2008.
(9)
Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on September 22, 2009.
(10)
Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 24, 2009.
(11)
Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on February 6, 2014.
(12)
Incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2017.
(13)
Incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2017.
(14)
Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on May 23, 2008.
(15)
Incorporated herein by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on May 23, 2008.
(16)
Incorporated herein by reference to Annex A to our Definitive Proxy Statement on Form DEF 14A filed with the SEC on April 4, 2018.
(17)
Incorporated herein by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on May 24, 2018.
(18)
Incorporated herein by reference to Exhibit 10.3 to our Form 8-K filed with the SEC on May 24, 2018.
(19)
Incorporated herein by reference to Exhibit 10.4 to our Form 8-K filed with the SEC on May 24, 2018.
(20)
Incorporated herein by reference to Exhibit 10.26 to our Annual Report on Form 10-K filed with the SEC on March 1, 2007.
(21)
Incorporated herein by reference to Exhibit 10.5(b) to our Annual Report on Form 10-K filed with the SEC on March 1, 2021.
(22)
Incorporated herein by reference to Exhibit 10.11 to our Annual Report on Form 10-K filed with the SEC on March 1, 2022.
(23)
Incorporated herein by reference to Exhibit 10.12 to our Annual Report on Form 10-K filed with the SEC on February 28, 2023.
(24)
Incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on July 1, 2024.
(25)
Incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on July 3, 2024.
(26)
Incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on December 23, 2025.
(27)
Incorporated herein by reference to Exhibit 19 to our Annual Report on Form 10-K filed with the SEC on February 28, 2025.
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