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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
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Date of Report (Date of earliest event reported): October 23, 2025 |
CVB Financial Corp.
(Exact name of Registrant as Specified in Its Charter)
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California |
000-10140 |
95-3629339 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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701 N HAVEN AVE
STE 350
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ONTARIO , California |
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91764 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 909 980-4030 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, No Par Value |
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CVBF |
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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.
On October 23, 2025, CVB Financial Corp. (the “Company”) announced the appointment of Mr. Timothy Stephens as a Board Member, effective as of November 1, 2025. Mr. Stephens was also named a Director of Citizens Business Bank (the “Bank”), the Company’s wholly-owned banking subsidiary. Mr. Stephens will serve as a member of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of the Company. In addition, Mr. Stephens will serve on the Risk Management Committee, Balance Sheet Management Committee and Trust Services Committee of the Bank.
Mr. Stephens will be paid a $77,000 annual directors’ fee. Mr. Stephens will also receive an initial grant of shares of restricted stock of the Company in his capacity as a director of the Company at a regular meeting of the Company’s Compensation Committee to be held on November 19, 2025. The value of this grant will be pro-rated to account for the fact that Mr. Stephens will be serving as a director for approximately six of the twelve months since the Company’s continuing outside directors received their annual restricted stock grants at a pre-established value of $85,000 (which grant was made on May 21, 2025). There are no transactions or agreements between Mr. Stephens and either the Company or the Bank that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Stephen’s appointment, the Company and the Bank have each expanded the sizes of their respective Boards of Directors from eight to nine directors, which in each case is within the ranges set forth in the Company’s and the Bank’s respective By-laws. This expansion will help each of the Boards enhance its directors’ skill set mix, geographic representation and diversity.
The press release announcing Mr. Stephen’s appointment is attached as Exhibit No. 99.1 to this Form 8‑K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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CVB FINANCIAL CORP. |
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Date: |
October 23, 2025 |
By: |
/s/ E. Allen Nicholson |
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E. Allen Nicholson
Executive Vice President and Chief Financial Officer |
EX-99.1
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cvbf-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
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Press Release
For Immediate Release
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Contact: David A. Brager
President and
Chief Executive Officer
(909) 980-4030
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CVB Financial Corp. Announces Appointment of New Director
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Ontario, CA, October 23, 2025 - CVB Financial Corp. (“CVBF”), the holding company for Citizens Business Bank (“the Bank”), is pleased to announce the appointment of Tim Stephens as a Director of CVBF. Mr. Stephens has also been appointed to the Board of Directors of the Bank. His addition increases the number of board members for both CVBF and the Bank from eight to nine.
“We are pleased to welcome Mr. Stephens to the Boards of CVBF and Citizens Business Bank,” said Hal W. Oswalt, Chairman of the Boards for CVBF and the Bank. “His extensive experience in financial services, information technology, risk management, and regulatory compliance will be a tremendous asset as we continue to grow and serve our clients with excellence.”
About Tim Stephens
Mr. Stephens is a seasoned financial executive with more than 33 years of experience in business and information technology. He retired from EY in 2024 after a distinguished 27-year career with the global professional services firm. At EY, he served as a global client service partner, leading high-performing teams and delivering strategic solutions across a range of industries.
Throughout his career, Mr. Stephens specialized in banking and capital markets, information technology, insurance, and asset management. He brings extensive regulatory experience in financial services, having worked closely with both federal and state regulators. His areas of expertise include internal audit, risk management, information security, and compliance.
Mr. Stephens holds a Master of Science in Accounting and a Bachelor of Science in Business Administration from the University of Colorado.
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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 greater than $15 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 three trust office locations serving California.
Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF”. For investor information on CVBF, visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab.
Safe Harbor
Certain matters set forth herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including forward-looking statements relating to the Company’s current business plans and expectations, growth projections, and our future financial position and operating results. Words such as “will likely result, “aims”, “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “may”, “plans”, “projects”, “seeks”, “should”, “will” and variations of these words and similar expressions help to identify these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, all the risk factors set forth in the Company’s public reports, including its Annual Report on Form 10-K for the year ended December 31, 2024, and particularly the discussion of risk factors within that document. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law.
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