8-K
CVB FINANCIAL CORP (CVBF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2022
CVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| California | 000-10140 | 95-3629339 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission file number) | (I.R.S. employer identification number) |
| 701 North Haven Avenue, Ontario, California | 91764 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (909) 980-4030
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which<br>registered |
|---|---|---|
| Common Stock, No Par Value | CVBF | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On January 31, 2022, the Board of Directors of CVB Financial Corp. (the “Company”), the holding company for Citizens Business Bank, authorized the Company to repurchase up to 10,000,000 shares of the Company’s common stock (the “2022 Repurchase Program”), including by means of (i) an initial accelerated share repurchase involving $70,000,000 of the Company’s common stock and (ii) one or more Rule 10b5-1 plans or other appropriate buy-back arrangements, including open market purchases and private transactions. This 2022 Repurchase Program replaces in its entirety the Company’s previous 2016 share repurchase program under which 4,194,809 shares remained available for repurchase.
A copy of the press release relating to the 2022 Repurchase Program, dated February 1, 2022, is included as Exhibit 99.1 hereto and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated February 1, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CVB FINANCIAL CORP. | ||
|---|---|---|
| (Registrant) | ||
| Date: February 2, 2022 | By: | /s/ E. Allen Nicholson |
| E. Allen Nicholson | ||
| Executive Vice President and Chief Financial Officer |
3
EX-99.1
Exhibit 99.1
| Press Release<br> <br>For ImmediateRelease |  |
||
|---|---|---|---|
| Contact: | David A. Brager | ||
| **** | President and Chief<br> <br>Executive Officer | ||
| **** | (909) 980-4030 |
CVB Financial Corp. Announces Authorization of 10 Million Share Repurchase Plan, including $70 Million AcceleratedShare Repurchase
Ontario, CA, Feb. 1, 2022-CVB Financial Corp. (NASDAQ:CVBF) announced that the Board of Directors of CVB Financial Corp. (the “Company”), the holding company for Citizens Business Bank, authorized the Company to repurchase up to 10,000,000 shares of the Company’s common stock (the “2022 Repurchase Program”), including by means of (i) an initial accelerated share repurchase agreement involving $70,000,000 of the Company’s common stock and (ii) one or more Rule 10b5-1 plans or other appropriate buy-back arrangements, including open market purchases and private transactions.
“The approval of this share repurchase program reflects our robust capital position, consistent track record of producing quality earnings, and history of delivering long term value to our shareholders,” said David A. Brager, President and Chief Executive Officer.
This 2022 Repurchase Program replaces in its entirety the Company’s previous 2016 share repurchase program under which 4,194,809 shares remained available for repurchase.
Corporate Overview
CVB Financial Corp. (“CVBF”) is the holding company for Citizens Business Bank. CVBF is one of the 10 largest bank holding companies headquartered in California with over $16 billion in total assets. Citizens Business Bank is consistently recognized as one of the top performing banks in the nation and offers a wide array of banking, lending and investing services with more than 60 banking centers and 3 trust office locations serving the Inland Empire, Los Angeles County, Orange County San Diego County, Ventura County, Santa Barbara County, and Central California.
Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF”. For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab.