8-K

CVB FINANCIAL CORP (CVBF)

8-K 2026-02-19 For: 2026-02-18
View Original
Added on April 04, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): February 18, 2026

CVB Financial Corp.

(Exact name of Registrant as Specified in Its Charter)

California 000-10140 95-3629339
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
701 N HAVEN AVE<br><br>STE 350
ONTARIO , California 91764
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 909 980-4030
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Not Applicable
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(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:

☐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<br>Symbol(s) Name of each exchange on which 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Retirement of Director

On February 18, 2026, Kimberly Sheehy notified CVB Financial Corp. (the “Company”) and its wholly-owned subsidiary, Citizens Business Bank (the “Bank”), that she has decided not to stand for reelection at the Company’s annual shareholder meeting scheduled to take place on May 20, 2026, when her current term as a director of the Company and the Bank will expire.

Ms. Sheehy’s decision not to stand for reelection is not the result of any disagreements with the Company’s operations, policies or practices.

Ms. Sheehy will continue to serve as the Chair of the Company’s Audit Committee until the end of her current term as a director.

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.
Date: February 18, 2026 By: /s/ E. Allen Nicholson
E. Allen Nicholson<br>Executive Vice President and Chief Financial Officer