CVB FINANCIAL CORP

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

On June 15, 2026, our Board of Directors approved a program to repurchase up to 15,000,000 shares (the “Maximum Amount”) of CVB common stock (the “2026 Repurchase Program”). Repurchases may be made through 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 the Company, subject to prevailing market conditions and other corporate and legal considerations. The 2026 Repurchase Program replaced in its entirety the Company's previous 2024 share repurchase program, which had 5,678,223 shares that remained available for repurchase at the time of termination. The 2026 Repurchase Program will terminate on the earlier of the repurchase of the Maximum Amount or five years from the date of authorization. During the second quarter of 2026, the Company did not repurchase any shares pursuant to the 2024 Repurchase Program prior to its termination. During the third quarter of 2026, the Company purchased 774,515 shares under the 2026 Repurchase Program, at an average price of $22.22 for an aggregate purchase price of $17.5 million. As of September 30, 2026, an aggregate of 13,984,451 shares remained available for repurchase under our 2026 Repurchase Program.

Additionally, during the third quarter of 2026, the Company repurchased 1,064 shares through net share settlement to satisfy employees' income tax withholding obligations upon the vesting of stock awards. These share withholdings were not made pursuant to the 2026 Repurchase Program.

(1)

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