CVB FINANCIAL CORP

For the period ended May 20, 2026. Filed Apr 7, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2026 · Filed Apr 7, 2026

CVBF$22.74-0.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:
Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Rule 14a-12

CVB FINANCIAL CORP.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐	Fee paid previously with preliminary materials.

OTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD WEDNESDAY, MAY 20, 2026

To Our Shareholders:

The 2026 annual meeting of shareholders of CVB Financial Corp. will be held at 8:00 a.m. local time at CVB Financial Corp.’s Corporate Headquarters, 701 North Haven Avenue, Ontario, CA 91764, on Wednesday, May 20, 2026.We will hold our annual meeting in person. In addition, we are planning to provide interested shareholders, members of our Board of Directors and our team members, as a courtesy, the opportunity to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently. There will be no food or refreshments provided at the annual meeting.The live audio call will be held concurrently with our annual meeting (8:00 a.m. PDT on May 20, 2026). To join the audio call please dial 1 (833) 630-1956 and ask to be joined into the CVB Financial Corp. call. Questions will be permitted in person and, as a courtesy, when prompted by the moderator for audio participants. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available until 6:00 a.m. PDT on May 27, 2026. To access the replay, please dial 1 (855) 669-9658, access code 1160694.Please note that, in order to cast your votes on any matters to be considered at our annual meeting or otherwise to be present at our annual meeting for purposes of California law, you should either (i) vote in advance by internet, telephone or return of your proxy card, or (ii) vote in person by attending the annual meeting at its designated location. Listening to the proceedings by audio conference call will not constitute attendance for legal purposes. We will not have the ability to accept or change any shareholder votes on the audio call.	At our annual meeting, we will ask you to act on the following matters:
1.	Election of Directors. Elect ten (10) persons to the Board of Directors (or eight (8) persons, if our merger with Heritage Commerce Corp has not been completed by May 20, 2026) to serve for a term of one year and until their successors are elected and qualified. The following ten persons are our nominees:
Regular (continuing) Director Nominees:
George A. Borba, Jr.	Jane Olvera Majors
David A. Brager	Raymond V. O’Brien III
Stephen A. Del Guercio	Hal W. Oswalt
Anna Kan	Timothy Stephens
Contingent Director Nominees:
Julianne Biagini-Komas*
R. Clay Jones*
* This nominee's election will be contingent upon the completion of CVB Financial Corp.'s proposed merger with Heritage Commerce Corp prior to the annual meeting.
2.	Advisory Compensation Vote. Approve, on an advisory (non-binding) basis, the compensation of our named executive officers for 2025 (“Say-On-Pay”).
3.	Ratification of Appointment of Independent Registered Public Accountants. Ratify the appointment of KPMG LLP as our independent registered public accountants for 2026.
4.	Other Business. Transact any other business that properly comes before the meeting.
If you were a shareholder of record at the close of business on March 26, 2026, you may vote at the annual meeting or at any postponement or adjournment of the meeting.

By Order of the Board of Directors

Michelle L. EduAssistant Vice President and Corporate SecretaryDated: April 7, 2026

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders:This Proxy Statement, our 2025 Annual Report and our Annual Report on Form 10-K for the fiscal year 2025 are available online on the internet at: https://investors.cbbank.com/annual-meeting.IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO PLEASE VOTE BY INTERNET OR TELEPHONE, OR TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING. IF YOU DO ATTEND THE ANNUAL MEETING IN PERSON, YOU MAY THEN WITHDRAW YOUR PROXY AND VOTE IN PERSON.IF YOU RECEIVED A PAPER COPY OF THIS PROXY STATEMENT AND A PROXY CARD, PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING OVER THE INTERNET OR BY TELEPHONE.

TABLE OF CONTENTS

I.	PROXY STATEMENT SUMMARY ANDGENERAL INFORMATION	1			Compensation Committee	43
			Compensation Committee Interlocks and Insider Participation	44
	PROXY STATEMENT SUMMARY	3
	GENERAL INFORMATION	4			Certain Relationships and Related Person Transactions	44
	Who We Are	4
	Proposed Merger with Heritage Commerce Corp	4
	Our Five Core Values	5		Policies and Procedures for Approving Related Person Transactions	45
	Board Oversight and Structure	5
	Our Executive Officers	5		Annual Board and Committee Self-Evaluation Process	46
	Overview of our Financial and OperatingPerformance in 2025	5
Director Compensation	46
	CVB Financial Corp. Percentile Rank vs.Peers on Key Performance Indicators	7			Table on Outside Director Compensationfor 2025	48
	Our Social Measures	7			Communications with the Board of Directors	48
	Key Elements of Diversity	9
	Our Environmental Measures	15		III.	PROPOSAL NO. 2:	50
	Shareholder Engagement	18		ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION	50
	Who are the Largest Owners of CVB Financial Corp.'s Stock?	19
			Compensation Discussion and Analysis –General Information	51
	How Much Stock do CVB Financial Corp.'s Directors and Executive Officers Own?	20
		2025 Compensation Program Overview	51
Delinquent Section 16(a) Reports	21		Philosophy and Objectives of Our Executive Compensation Program
	Questions and Answers About the AnnualMeeting and Voting	22			53
			Compensation Clawback Policy	54
					Summary of Components of Executive Compensation	55
II.	PROPOSAL NO. 1:	26
	ELECTION OF DIRECTORS	26		Methodologies for Establishing ExecutiveCompensation	57
	Voting for Director Nominees	26
	Nomination of Director Candidates	26			Role of Our Compensation Consultants	58
	The Nominees	28		Peer Group Criteria and Composition for 2025	58
	Director Skills and Experience Matrix	35			Peer Group Criteria and Composition Table	59
	Corporate Governance Principles and Guidelines	36			Compensation Arrangements with our President and Chief Executive Officer	60
	Board Risk Oversight	36
	Board Nominations of Director Candidates	37			Compensation Arrangements with our OtherNamed Executive Officers	61
	Shareholder Nominations of DirectorCandidates and Other Proposals	38
			Compensation Discussion and Analysis - Discussion of 2025 Named Executive Officers'Compensation Program	63
	Director Tenure, Age and Diversity	39
	Board Nominee Diversity Matrix	40
	Director Independence	40			Base Salary	63
	Executive Sessions	40			Annual Performance Compensation Plans(Incentive Compensation and Plan-BasedDiscretionary Bonus Amounts)	63
	Director Stock Ownership Guidelines	41
	Policy on Insider Trading, Pledging andHedging of Company Equity Securities by Directors, Officers and Employees	41
			Table of 2025 Performance Measures andCorresponding Bonus Percentages	66
	Timing of Equity Grants	42		Table of 2025 Performance Measures andPerformance Levels Achieved	67
	Director Attendance at Board Meetings andAnnual Shareholders Meeting	42
		Table of 2025 Payout Levels by Performance Measure	68
	Committees of the Board of Directors	42
	Audit Committee	42			Plan-Based Discretionary BonusPercentages and Amounts	69
	Nominating and Corporate Governance Committee	43

pagei

	Equity-Based Compensation	72			Potential Payments Upon Termination ofEmployment Table	85
	Equity Incentive Grant Practices	73
	Equity Incentive Grants to our Presidentand CEO for 2025	73			CEO Pay Ratio Disclosure	86
		Pay Versus Performance	87
	Equity Incentive Grants to our Other NEOs for 2025	74			Equity Compensation Plan Information	91
		Equity Compensation Plan Table	92
PRSU Performance Criteria andMeasurement Period	74
		IV.	PROPOSAL NO. 3:	93
	Equity Compensation for our NEOs for2026	75			RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM	93
	Employee Retirement Plans	75		Selection of Independent Auditors	93
	Employee Health and Welfare Benefits	75			Principal Auditor’s Fees	93
	Tax Deductibility and Executive Compensation	75			Audit Committee Oversight	93
	Compensation Governance and RiskManagement	76			Audit Committee Report	94
	Consideration of 2025 Say-On-Pay Results	77			Proposals of Shareholders for 2027	95
	Compensation Committee Report	77
	Summary of Compensation Table	78
	All Other Compensation Table	78
	Grants of Plan-Based Incentive Awards Table for 2025	79
	Outstanding Equity Awards at Fiscal Year-End Table	80
	Option Exercises and Restricted Stock Vestedin 2025 Table	81
	Deferred Compensation	81
	Nonqualified Deferred Compensation Table	82
	Potential Payments to our Named ExecutiveOfficers Upon Termination or Change in Control	82

pageii

CVB FINANCIAL CORP.701 North Haven Avenue Ontario, California 91764 (909) 980-4030

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.