2026 Proxy Statement

.

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

• 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.

CYB Financial Corp.

NOTICE OF

2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

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.

By Order of the Board of Directors

Michelle L. Edu

Assistant Vice President and Corporate Secretary Dated: April 7, 2026

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.

CVB FINANCIAL CORP.

701 North Haven Avenue Ontario, California 91764

(909) 980-4030

This proxy statement contains information about the annual meeting of shareholders of CVB Financial Corp. to be held on Wednesday, May 20, 2026, beginning at 8:00 a.m. local time, at CVB Financial Corp.'s Corporate Headquarters, located at 701 North Haven Avenue, Ontario, CA 91764, and at any postponements or adjournments of the meeting. This proxy statement is being made available to our shareholders on or about April 7, 2026.

CVB Financial Corp. is a bank holding company whose principal subsidiary is Citizens Business Bank. CVB Financial Corp.'s common stock is listed on the Nasdaq Stock Market LLC ("Nasdaq") and CVB Financial Corp. is therefore subject to Nasdaq's listing requirements. CVB Financial Corp. is incorporated in the State of California and Citizens Business Bank is a national banking association. CVB Financial Corp. and Citizens Business Bank are sometimes referred to collectively in this proxy statement as the "Company."

The Company is presently proposing to merge with Heritage Commerce Corp and its wholly-owned banking subsidiary, Heritage Bank of Commerce, a $5.6 billion financial institution headquartered in San Jose, California (collectively, "Heritage"). As part of our merger with Heritage, we have agreed that two of Heritage's directors will become directors of the Company upon the closing of the merger transaction. It is possible that the merger with Heritage will be completed between the date of this proxy statement and the date of our annual meeting, in which case the two Heritage director nominees will be appointed by us as directors of the Company prior to the time of our annual meeting. In such case, the merger transaction will affect Proposal No. 1 set forth below in this proxy statement regarding "Election of Directors," because our shareholders are being requested to approve the election of two nominees from Heritage as directors of the Company on a contingent basis, depending on whether our proposed merger with Heritage is completed prior to the date of the annual meeting. If the merger transaction is not completed by the date of the annual meeting, then votes for the two Heritage directors will be disregarded, and these directors will not be elected at the annual meeting. Instead, they would be appointed as directors of the Company if and at such subsequent time as the merger with Heritage is completed.

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 associates with the opportunity, as a courtesy, to listen to our annual meeting by remotely dialing into an audio conference call, which will broadcast the proceedings concurrently and allow for questions and answers.

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. Questions will be permitted in person and when prompted by the moderator on the audio call. 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 your proxy card, or (ii) vote in person by attending the annual meeting at its designated location. Listening to the meeting 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. If you vote by internet or phone, you must vote no later than 11:59 p.m. Pacific Daylight Time on May 19, 2026.

This proxy statement includes estimates, projections and statements relating to our business plans, objectives, and expected operating results that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement and relate to, among other things, our business, financial performance, prospects, executive compensation program, contemplated merger with Heritage, governance goals and commitments. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "designed," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be,"

"will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in the "Risk Factors," "Quantitative and Qualitative Disclosures about Market Risk," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our latest Form 10-K and other periodic reports we file with the U.S. Securities and Exchange Commission ("SEC"). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

This Proxy Statement includes several website addresses and references to additional materials found on those websites. Those websites and materials are not incorporated by reference herein.

This summary highlights information set forth elsewhere in the proxy statement of CVB Financial Corp. This summary provides an overview and is not intended to contain all the information that you should consider before voting. We encourage you to read the entire proxy statement for more detailed information on each topic prior to casting your vote.

Meeting: Annual Meeting of Shareholders

Date: Wednesday, May 20, 2026

Time: 8:00 a.m. Pacific Daylight Time

Location: CVB Financial Corp. Corporate Headquarters 701 North Haven Avenue

Ontario, CA 91764

Record Date: Close of Business on March 26, 2026

Stock Symbol: CVBF

Exchange: Nasdaq

Common Stock Outstanding as

of Record Date: 135,784,880

How to Vote Your Shares: Online https://www.investorvote.com/CVBF

By Phone Call the number at the top or your proxy card

By Mail Complete, sign, date and return your proxy card in the envelope provided

Proposal 1 Election of Directors (ten nominees, or eight nominees if we have not completed

our merger with Heritage Commerce Corp by the date of the annual meeting)

FOR each director nominee

Proposal 2 Advisory resolution to approve, on a non-binding basis, the compensation of the Company's named executive officers as disclosed in the accompanying proxy statement

Page 26

FOR

Page 50

Proposal 3 Ratification of the appointment of KPMG LLP as our independent public

accounting firm for the year ending December 31, 2026

FOR

Page 93

‌Who We Are

CVB Financial Corp. is a bank holding company incorporated in the State of California. Our principal banking subsidiary, Citizens Business Bank, N.A., which converted from a state-chartered bank to a federally-chartered national banking association on December 15, 2025, serves the financial needs of small to medium-sized businesses and their owners throughout the State of California. We deliver a comprehensive menu of banking and wealth management products and services through an emphasis on personal service and building long-term relationships with businesses and their owners. We are consistently recognized as a top-performing bank, including achieving high ratings by Forbes magazine and by S&P Global Market Intelligence in their annual reviews of publicly-listed banks over the past decade. We are proud to have celebrated our 51st anniversary in business during 2025 since the founding of Citizens Business Bank in 1974, including 195 consecutive quarters of profitability and 145 consecutive quarters of paying a cash dividend to our shareholders.

‌Our Proposed Merger with Heritage Commerce Corp

On December 17, 2025, the Company entered into a definitive agreement (the "Merger Agreement") to merge with Heritage Commerce Corp and its subsidiary bank, Heritage Bank of Commerce (collectively, "Heritage"), a financial institution with approximately $5.6 billion in assets headquartered in San Jose, California (the "Heritage Merger"). The Heritage Merger is subject to a variety of closing conditions, including approval by the Company's and Heritage's respective shareholders and regulatory approvals.

If the Heritage Merger is approved and completed, the Company will acquire all of Heritage's banking assets and liabilities, including Heritage's 16 bank branches located in the Bay Area of California.

As part of the Heritage Merger, upon completion of the transaction, the Company has agreed to appoint two of Heritage's current directors to the Board of Directors of the Company, and Heritage's current President and CEO, R. Clay Jones, would become President of both CVB Financial Corp. and Citizens Business Bank.

Consequently, our shareholders are being requested, pursuant to this proxy statement, to approve, on a contingent basis, as part of Proposal 1 relating to the election of directors, the election of two individuals who currently serve on the Heritage Board as directors of the Company, to serve for a term of one year until our 2027 annual meeting, subject to completion of the Heritage Merger. Accordingly, if the Heritage Merger is completed after the date of this proxy statement and prior to the annual meeting, then these two Heritage directors would be appointed to the Company's Board of Directors at such time, and, in this eventuality, we are further requesting in Proposal 1 of this Annual Meeting Proxy that our shareholders contingently elect these same two individuals to the Company's Board of Directors for full one-year terms commencing on the date of our 2026 annual shareholders meeting, along with all of the other Company nominees. Information about these two Heritage nominees is included with the biographical information for all of our nominees under the heading "Proposal No. 1 - Election of Directors" below.

However, the election of these two Heritage directors would be "contingent" because, if the Heritage Merger is not completed by the date of our annual meeting, but the Heritage Merger is instead completed at a time following the date of our annual meeting, then these two individuals would not be seated on the Company's Board of Directors at the time of the annual meeting. In such a case, these two individuals would not be nominees at the annual meeting and any votes for them would be disregarded. In such a case, following the annual meeting, and assuming consummation of the Heritage Merger in accordance with its terms, the Company's Board of Directors would then appoint these two individuals as directors to serve until our 2027 annual meeting of shareholders.

‌Our Five Core Values

We are continuing the work started by our founders in 1974 to build a strong and consistent foundation for our financial services platform. The following are the five core values on which our organization conducts our business.

The business and affairs of CVB Financial Corp. and Citizens Business Bank are supervised under the direction of our Board of Directors. The Board of Directors has historically separated the roles of President and Chief Executive Officer, on the one hand, and Chairman of the Board, on the other hand. We believe this structure, together with our other strong corporate governance practices, provide robust independent oversight of management while ensuring clear strategic alignment throughout the Company.

Hal W. Oswalt was elected by our Board of Directors as the Chairman of the Board, effective May 18, 2022. Mr. Oswalt has served as a director of CVB Financial Corp. and Citizens Business Bank since 2014. Mr. George Borba, Jr., who has served as a director of CVB Financial Corp. and Citizens Business Bank since 2012, continues to serve as our Vice-Chairman of the Board.

Separate board committees exist at CVB Financial Corp. and Citizens Business Bank, each of which is responsible for supervising various areas of responsibility or risk. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee exist at CVB Financial Corp. The Balance Sheet Management Committee, Credit Committee, Risk Management Committee and Trust Services Committee exist at Citizens Business Bank. All of our board committees meet on regular schedules and report to the full Board of Directors.

The Company's executive officers are:

David A. Brager President and CEO of CVB Financial Corp. and Citizens Business Bank (the "CEO")

E. Allen Nicholson Executive Vice President and Chief Financial Officer of CVB Financial Corp. and Citizens Business Bank

Yamynn DeAngelis Executive Vice President, Chief Risk Officer of Citizens Business Bank David F. Farnsworth Executive Vice President, Chief Credit Officer of Citizens Business Bank David C. Harvey Executive Vice President, Chief Operating Officer of Citizens Business Bank

Richard H. Wohl Executive Vice President, General Counsel of CVB Financial Corp. and Citizens Business Bank

Biographical information about each of our executive officers named above and employed by the Company as of December 31, 2025 is contained under Item 1 of our Annual Report on Form 10-K for 2025, a copy of which is being mailed with this proxy statement or, as referenced in the Notice, is available at https://investors.cbbank.com/annual-meeting.

2025 Net Income

$209.3 million

2025 End of Period Assets

$15.63 billion

2025 End of Period Deposits and Customer Repurchase Agreements

$12.56 billion

2025 End of Period CET1 Capital Ratio

15.9%

The year 2025 presented a mixed but generally improving economic environment for the banking industry. At the national level, the U.S. economy continued to expand at a faster than expected pace, although inflation failed to moderate and remained persistent at a roughly 3% annualized rate. Despite the apparent lack of progress in lowering inflation, a softening in the national labor market caused the Federal Reserve Bank ("FRB") to cut short-term interest rates three times in 2025, from a range of 4.25-4.5% to a range of 3.5-3.75%, although gaps in key data points due to the extended government shutdown diluted the ability of the FRB and other agencies to provide evidence-based forecasts on interest rates and economic activity.

In the Company's home market of California, the economy continued its trend during recent years of exhibiting sub-par growth and employment gains, with the state's unemployment rate hovering well over 5% throughout 2025, although the boom in investment in artificial intelligence boosted both job growth and state tax revenues. California's agricultural industry, which accounts for over a third of our country's vegetables and three fourths of our country's fruits and nuts, hit record production values in 2025, while facing fallout from new tariff policies and continuing to grapple with water scarcity, higher operating costs, labor shortages and climate impacts. With respect to the California dairy industry, softening demand and increased supply put downward pressure on milk prices, although dairy feed prices likewise decreased, thereby limiting the overall impact on industry profit margins.

On the regulatory front, there was a concerted effort by federal banking agencies to reduce compliance burdens on financial institutions, by withdrawing or curtailing a number of high-profile banking regulations, and by implementing the long-desired tailoring of bank oversight and examinations, based on an institution's size, complexity and risk profile, with a more targeted approach focusing on core financial risks. Similarly, federal banking and antitrust authorities signaled a pronounced reversal of the Biden administration's skepticism toward bank mergers and acquisitions, and this in turn resulted in a notable increase in announced deal activity in the banking sector, particularly during the latter part of 2025. However, cybersecurity and fraud risks for financial institutions continued to proliferate, due in part to malign actors deploying enhanced artificial intelligence capabilities. In summary, the sheer scope and variety of these transformative changes in government policies, key financial market drivers and regulatory oversight created a demanding environment for banks over the course of 2025.

We believe that CVB Financial Corp. and Citizens Business Bank achieved strong performance during 2025, particularly on a relative basis compared to our peers, across a range of financial and credit metrics. We earned $209.3 million for calendar year 2025 which reflected a 4.3% increase over our net income of $200.7 million for 2024. Equally important, the Company maintained its traditionally safe and sound financial position and stable customer franchise in a demanding environment. As a result, over the course of 2025, CVB Financial Corp. continued its record of achieving its 195th consecutive quarter of profitability, and its 145th consecutive quarter of paying our shareholders cash dividends. Additionally, for 2025, CVB Financial Corp. was ranked 28th on Forbes Magazine's 2026 list of America's Best Banks and by S&P Global Market Intelligence as one of the Top 50 Best-Performing U.S. Public Banks (including a Top 3 ranking from S&P Global for our deposit franchise). Furthermore, Citizens Business Bank was designated as a "Super Premier" Performing Bank by The Findley Reports, and the Company received a Five-Star Superior rating from BauerFinancial, as well as a continued BBB+ rating from Fitch Ratings.

We believe CVB Financial Corp.'s financial and operational success can also be measured on a relative basis by comparing the Company's performance to that of a group of peer companies. The Company's peer group was reviewed and adjusted in September 2025 in connection with the engagement of Pearl Meyer to assist with the Compensation Committee's benchmarking of our executive officer compensation. This group of peer companies is described below in the section of this proxy statement on "Peer Group Criteria and Composition for 2025." As measured by six key metrics which we believe are commonly utilized in evaluating banking entities (ROE, ROA, net interest margin, nonperforming assets excluding restructured loans divided by total assets, efficiency ratio, and noninterest expense divided by average assets), CVB Financial Corp.'s performance for 2025 placed it in the top quartile of our peer group on four of the six measures, all except ROE and net interest margin. For the three-year period from 2023-2025, CVB Financial Corp. attained top (fourth) quartile performance on three of the six measures, third quartile performance for ROA, and second quartile performance for ROE and net interest margin.

‌CVB Financial Corp. Percentile Rank vs. Peers on Key Performance Indicators

Source: Standard & Poor's SNL Financial

CVB Financial Corp. achieved annualized shareholder returns for the one-year, three-year and five-year periods ending December 31, 2025 of (-9%), (-6%), and 3%, respectively, which places CVB Financial Corp. in the lower to mid quartiles for all three measurement periods relative to its peers.

The Company is proud of its numerous initiatives and efforts to improve its performance in the areas of (1) Labor, Health and Safety, (2) Product Safety, Quality and Brand, (3) Stakeholders and Society, and (4) Human Rights. We have summarized many of these initiatives and efforts below, and additional information is set forth in our separate Corporate Responsibility Report for 2025, which is posted at https://www.cbbank.com. Our Board of Directors and senior management are actively engaged with the initiatives described below.

On a forward-looking basis, CVB Financial Corp.'s financial, operating and human resources platform will be materially impacted in the event our proposed merger with Heritage closes as we currently anticipate during the second quarter of 2026.

Labor, Health and Safety

Management and Labor Relations

We employed 1,079 associates as of December 31, 2025 which was a 1.0% decrease from 1,089 associates at December 31, 2024. Our workforce is generally drawn from the dozens of communities throughout the State of California, where we maintain our corporate headquarters, operations center and more than 60 banking centers and trust office locations. If our merger with Heritage closes as expected during the second quarter of 2026, we will be adding approximately 220-230 more associates, and Citizens Business Bank's presence in the State of California would expand to the Bay Area and represent the addition of 16 banking centers to our branch network.

At December 31, 2025, we had approximately 129 positions with the Company designated as "leadership" roles. This represents approximately 12% of our total associate population. The average tenure at the Company among our leadership group at the end of 2025 was greater than 10 years. Over the course of 2025, turnover among our leadership group was only 10.6%, and during the year we promoted three associates and hired three new associates into our leadership group. Members of the Company's leadership group attend an annual off-site Leadership Conference where our detailed business strategies and plans are reviewed and discussed.

Our associates receive a number of important benefits, including profit-sharing contributions to our associate retirement plans, generous health and welfare benefits, and special employee programs, including holiday gift cards, an annual holiday party, and a college scholarship program for eligible student dependents of our associates. Selected associates also receive restricted stock or stock option grants. We believe our management and employee relationships are sound and positive.

Training and Development

We consider recruiting, training and development, and retention of our valued associates vital to the achievement of our business strategies and goals and to the Company's long-term record of achievement. With respect to recruiting, we seek qualified candidates through a wide range of channels, including social media campaigns, college campus job fairs, a dedicated internal recruiting staff, referrals from current associates, an internship program, banking industry interest groups and selected outside recruiters where necessary. The Company places a high priority on recruiting a diverse group of associates who bring the benefits of their backgrounds, experiences and perspectives to our business and professional activities. Our Human Resources Department has developed a well-structured orientation program for new associates to help acclimate them to Citizens Business Bank and to enhance their contributions to our long-term success. In addition, in 2025, Citizens Business Bank continued to sponsor a summer internship program, involving 11 college students hired as summer interns in various departments and functional areas at the Bank, as well as a rotational program involving a designated associate trainee.

Citizens Business Bank devotes substantial resources to associate training and development covering a wide range of subject matter areas for relevant personnel, such as risk management, compliance, loan underwriting and credit, sales and relationship management, business and consumer financial products, fair lending, anti-harassment and anti-discrimination, workplace safety, and the proper use of various technology applications and safeguards. In 2025, Citizens Business Bank provided more than 200 live and videoconference training sessions for the equivalent of over 10,000 associate training sessions (with many associates attending multiple sessions).

The Company further promotes associate leadership and development through various targeted initiatives, including succession planning for all key management roles, a "future leaders" program, and leadership essentials training. These three programs are closely interrelated in practice, as our succession planning program requires managers to identify qualified short-term and long-term successors, managers are regularly asked to identify their best performers and potential new management candidates, and these identified individual associates in turn are chosen to participate in our future leaders and leadership essentials training programs, which entail a series of structured learning sessions where the selected associates are provided with the opportunity to enhance their respective skillsets and management capabilities.

Furthermore, consistent with prior years, Citizens Business Bank is presently sponsoring nine associates to attend the Pacific Coast Banking School, which is a three-year part-time program providing in-depth and advanced education on financial topics, practical management tools and leadership skills that are considered critical to the business of banking. Additionally, we have created a Citizens Business Bank associate mentor-mentee program, wherein approximately 14 mid-level managers, who are identified as potential future leaders of the organization, are individually paired with a member of the Bank's senior leadership team for one-on-one mentoring over an ensuing two-year period.

Occupational Health and Safety

The Company is committed to supporting the physical, mental and financial wellness of our associates and their families. We offer a comprehensive set of medical, dental, vision, life and disability insurance and retirement benefits, as well as on-site wellness programs and resources. In addition, Citizens Business Bank's medical insurance plans include mental health services as an important component of the offered coverage components, and we also provide access to an employee assistance program to support our associates who are dealing with difficult family, substance abuse, mental health or financial issues. As of December 31, 2025, 72% of our associates were enrolled in our medical insurance plans.

In addition, Citizens Business Bank provides a variety of wellness programs and fitness contests for our entire associate population, including programs and contests that focus on health, nutrition and exercise, and approximately 81% of our associates participated in at least one wellness activity during 2025.

We also seek to be responsive to specific acute situations as well as statutory workplace requirements affecting our associates. For example, Citizens Business Bank has developed a workplace violence plan and associated protocols, and our Human Resources Department conducts annual training sessions designed to help our associates understand how to protect themselves from potential workplace violence threats or incidents. Starting July 1, 2024, under SB 553, workplace violence prevention plans became mandatory for virtually every employer in California.

In addition, our senior leadership team, with the support of our Board of Directors, continues to develop strategies and actions designed to address key risks posed to the Company by health and safety-related issues. These key risks have at times included (i) associate and workplace health and safety issues resulting from Citizens Business Bank's need to remain open and available to our customers as an essential business during the COVID-19 pandemic from 2020 to 2022, and (ii) additional cybersecurity and data security risks arising from our implementation of remote work capabilities for a significant number of our associates during the pandemic and beyond. Our Board, executive leadership team and associates continue to work together to seek to ensure that Citizens Business Bank and our banking centers remain available to provide a full range of products and services to our customers and communities in the event of potentially disruptive health and safety-related occurrences.

Workforce Diversity and Engagement

Citizens Business Bank has developed and maintained a diverse and committed workforce that reflects the diversity and distinctiveness of the many communities that we serve throughout the State of California. To this end, we have adopted and implemented a comprehensive Associate Engagement Policy that is designed to guide our investment in the professional recruitment and development of our associates and to foster an inclusive and diverse workplace. Our Associate Engagement Policy in turn is overseen by the Company's Engagement Committee, which is chaired by our Director of Human Resources and includes our Chief Financial Officer ("CFO"), Chief Operating Officer ("COO"), Chief Risk Officer ("CRO") and General Counsel. Our Director of Human Resources provides updates on our progress on our associate engagement initiatives and metrics to the Company's Board of Directors on a regular basis.

Day-to-day involvement in the Company's Engagement Program is headed by our Chief Engagement Officer and Associate Engagement Manager. This Officer serves as the Chair of our Company's Engagement Council, which consists of approximately fifteen of our associates who represent diverse elements of our employee base and who participate in planning events and activities intended to support the Company's diversity, engagement and inclusion initiatives and objectives.

The Company's Associate Engagement Policy provides a framework that we use to create and strengthen our diversity and inclusion policies and practices, including our organizational commitment to active associate involvement, positive workforce and employment practices, and practices to promote transparency of organizational diversity and inclusion. We strive to hire, reward and retain talent by evidencing a strong commitment to equal opportunity.

In February 2024, Citizens Business Bank was pleased to be recognized by Newsweek magazine in its annual study highlighting "American's Greatest Workplaces for Women 2024." According to Newsweek, this study involved an assessment of publicly accessible employer data, discussions and interviews with selected HR professionals, and extensive, confidential on-line surveys conducted among women working for U.S. companies that employed more than 500 employees. Newsweek then rated each company's performance on a range of relevant metrics, consisting of ten different key performance indicators, developed from the perspective of women in the workforce, including the ratio of women in leadership positions, employee compensation and benefits (including equal pay), non-discriminant hiring, initiatives for women empowerment, corporate culture, working conditions, training and career progression, work-life balance, sustainability and awareness.

‌Key Elements of Diversity

The following represents key elements of the Company's diversity with respect to our leadership group and all associates at December 31, 2025:

Compensation and Benefits

Associate compensation is an important factor in connection with our recruitment and retention efforts, and we seek to develop, administer and maintain competitive compensation programs at all levels of our organization. Our Board of Directors oversees associate compensation, as well as the Company's incentive and benefit plans (including attendant risk associated with the structuring of such compensation plans), through the Board's Compensation Committee. The Company's Management Compensation Compliance Committee, which operates under the direction of the Board Compensation Committee, identifies, assesses, and manages exposure to and compliance with applicable compensation laws, regulations, and other related issues. In general, the Management Compensation Compliance Committee is responsible for seeking to ensure the Company has designed and implemented compensation risk management processes that (1) evaluate the nature of inherent risks in our compensation programs; (2) are consistent with the Company's strategic plans; and (3) foster a culture of risk-awareness and risk-adjusted decision making throughout the Company.

At Citizens Business Bank, all our associates earn base pay and are eligible for incentive compensation awards. Furthermore, Citizens Business Bank makes an annual contribution to our 401(k) plan for all eligible associates, which includes a 3% "safe harbor" contribution and may include a significant profit-sharing component. For 2025, 95% of our eligible associates earned an incentive bonus and 100% of our eligible associates received contributions to their retirement accounts through our 401(k) plan. For 2025, employer contributions to our 401(k) plan amounted to 5% of each eligible associate's qualifying compensation. In this connection, 92% of our associates also made their own individual participant contributions to our 401(k) plan during 2025. In addition, starting in 2024, we have paid a minimum hourly wage to associates throughout Citizens Business Bank of $20.00 per hour, which exceeds the highest minimum wage required to be paid in any of the locales where our corporate or banking centers are located. We are proud to report that our median employee compensation for 2025 was $85,435.

Furthermore, as noted above, Citizens Business Bank provides comprehensive medical, dental, vision, life and disability insurance and other benefits to our associates. Citizens Business Bank contributes approximately 70% of the cost of employee medical insurance for our lowest-cost health benefit plan.

Employee Performance and Retention

In view of our significant investments in recruitment and training, we place a high premium on retaining our valued associates and managers, and we have created several programs to recognize and reward associates who distinguish themselves through their performance. Citizens Business Bank provides a Citizens Experience Service Award and Recognition Program that resulted in 564 nominations of associates who were recognized for exemplifying our Five Core Values during the course of 2025. In addition, the Company has a long-held tradition of an annual awards program that recognizes outstanding employment tenure, work commitment and job performance. In 2025, we held our annual awards ceremony at our Company's holiday party in December, and we publicly recognized 69 associates who earned special tenure-based awards and 40 associates who stood out for their dedication to our high standards of performance. Furthermore, in 2022, Citizens Business Bank started a "Borba Scholarship" program, named for our founder, George Borba, Sr., which awards college scholarships to qualifying college student dependents of our associates. In 2025, we awarded college scholarships to 47 selected college student dependents of our associates, in amounts up to $4,000 per recipient.

Citizens Business Bank has designed specific elements of its associate compensation programs with a view toward improving our employee retention. One key element in this regard is our restricted stock and stock option grant program, which provides equity awards to selected associates that vest over periods typically ranging from three to five years. These equity awards are targeted to associates whose skill sets and performance are considered to be of particular ongoing value to our organization. Moreover, Citizens Business Bank provides other benefits designed to enhance the well-being and retention of our associates, including a yearly holiday gift card program, our health and wellness programs, and a special annual reward program and trip for our top sales associates.

Citizens Business Bank is committed to enhancing associate engagement as a cornerstone of our organization's core values of employing superior people with a strong focus on customer satisfaction. Starting in 2022, we commissioned Gallup, Inc., a workplace consulting firm, to conduct an annual survey of all our associates on a wide range of questions designed to quantitatively and qualitatively assess our levels of associate engagement, because we believe there is a strong link between associates who are engaged in their jobs and the achievement of successful business outcomes. The results of this survey, in turn, create a foundation for important dialogue and collaboration between our associates and their managers to foster a culture of engagement and opportunities for professional growth. Over the course of the past several years, our Gallup Engagement Index of engaged associates has continued to improve, from 46% in 2022 to 53% in 2023 to 54% in 2024 to

57% in 2025, and, remarkably, 99% of Citizens Business Bank associates elected to participate in our 2025 annual employee engagement survey.

We believe these retention programs and engagement efforts, in turn, have helped to inform and benefit our overall associate turnover numbers, which have remained stable at an annualized rate of approximately 14.3% in 2025 compared to approximately 14.2% in 2024.

Product Safety, Quality and Brand

Ethical Marketing and Communication

It is the policy of Citizens Business Bank to conduct all our marketing and advertising activities in accordance with ethical practices and applicable laws and regulations. This means, among other things, that we strive to ensure that our advertisements fairly represent our products, services, pricing and other terms of doing business, and that our marketing is not misleading or inaccurate and does not contain any material misrepresentations. In addition, our marketing policies provide that Citizens Business Bank will not exclude any identifiable group on a prohibited basis, including gender, race, ethnicity, religion or national origin. All marketing campaigns and materials are overseen by our Marketing Department and, where applicable, are reviewed by our Risk Management Department and our internal legal counsel.

Data Security

We are committed to protecting our customers' and associates' personal and financial information, and we believe our Board of Directors and executive management team devote a significant amount of time to monitoring and managing information security and cybersecurity risks, since cybersecurity incidents compromising non-public personal financial information ("NPPI") could produce material adverse effects on the Company's business, including but not limited to, loss of customers, reputational harm, loss of intellectual property, disruption of key business operations, governmental fines/penalties, and litigation/remediation liability and costs.

Under the direction of our Chief Information Security Officer ("CISO"), Citizens Business Bank maintains a formal information security management program to address known cybersecurity risks. This program leverages industry frameworks and standards with the goal of ensuring appropriate controls are established and regularly assessed for adequacy. Major components of the program include safeguarding customer and associate information, third party vendor oversight, incident response and seeking to ensure business continuity.

Our Board Audit Committee receives regular reports and briefings from our CISO, at least once per quarter or more frequently as circumstances may require, on cybersecurity issues, including on the Company's risk posture to protect against cybersecurity threats, and on policies that are intended to adequately implement the Company's information security management program. The CISO and our CRO also periodically inform our Board of Directors about efforts relating to compliance, examinations, risk assessments, results of audits, penetration and vulnerability testing, security breaches or violations, and recommended changes to our information security management program. This periodic reporting includes an annual review of regulatory requirements relating to cybersecurity, the federal Gramm-Leach Bliley Act, the California Consumer Privacy Act and the California Privacy Rights Act.

The Company maintains a cybersecurity insurance program covering a range of potential scenarios and contingent risks through Resilience Cyber Insurance Solutions ("Resilience"), and the Company's cybersecurity program has been externally evaluated within the past year by Resilience as well as the Company's cybersecurity insurance broker, Aon Commercial Risk Solutions. Moreover, starting in 2022, Citizens Business Bank has retained Resilience to assist us in conducting an annual simulation of a major cybersecurity event to test our organization's readiness capabilities. In addition, Citizens Business Bank's prudential bank regulators conduct annual cybersecurity and privacy audits. The Company also provides regular training for all associates on information security and cyberfraud issues.

Artificial Intelligence Technology

Citizens Business Bank and certain of our vendors and technology providers presently utilize artificial intelligence ("AI") tools on a selective and limited basis for various purposes, including, among other activities, to enhance the security of certain customer banking transactions, by tracking and flagging departures from known patterns, and, in specific circumstances, to prepare initial versions of associate training and customer marketing and educational materials or to perform initial research on topics relevant to our banking operations and franchise.

Citizens Business Bank has adopted a Policy Framework governing the development, deployment, management and governance framework for AI and Generative AI within our organization, and this Policy Framework applies to all AI initiatives undertaken by the Bank and its vendors. The Policy Framework in turn establishes the Bank's AI Governance Council ("AIGC"), which is chaired by our Chief Operating Officer, and includes our Chief Information Officer, our CISO, our Human Resource Director, our Deputy Chief Credit Office and our Associate General Counsel. Among other things, our Policy Framework and AIGC govern the review and approval of AI solutions implemented by Citizens Business Bank or its vendors, define the acceptable use of AI solutions for Citizens Business Bank and its associates, regulate the development, deployment and maintenance of AI models, seek to ensure that security and ethical considerations are addressed in any AI solutions employed by Citizens Business Bank, and provide for regular monitoring and reporting on AI activities.

Citizens Business Bank is committed to the ethical and appropriate use of AI and Generative AI in connection with its banking operations and employment relationships.

Customer and Employee Privacy

We strive to engender customer trust and confidence with respect to our customers' and our associates' NPPI, which includes seeking to ensure compliance with the California Consumer Privacy Act and the California Privacy Rights Act. Citizens Business Bank maintains policies and procedures that address information security requirements and privacy concerns in connection with our customers, associates, business processes and relevant technology applications. Citizens Business Bank's Privacy Notice is made available on our corporate website, which outlines our NPPI collection and usage practices, as well as privacy rights available to individual customers and employees in compliance with applicable federal and state laws.

At this time, Citizens Business Bank does not share personal information with any third parties other than certain vendors that support our core business activities, and our contracts with such parties generally require them to maintain information security standards similar to those employed by our organization. To help prevent unauthorized access and data leaks, our information security policies, procedures and programs seek to ensure that NPPI access is limited to authorized associates who have a specific business need to obtain the applicable information.

Citizens Business Bank conducts annual information security and cyberfraud training that is mandatory for all our associates, and we conduct routine internal monitoring to enhance compliance with our privacy policy and procedures. Additionally, we seek to monitor our vendors for their compliance with our established service level agreements and information security practices.

Product Quality and Safety

Citizens Business Bank is primarily a business bank, and our financial products and services are generally targeted to, and are contracted by, small and medium-sized businesses and their owners throughout the State of California. We are a relationship-based financial institution that seeks to build long-term and trusted banking and advisory relationships with our customers, and we operate in a highly competitive market for financial products and services. In addition, our business customers tend to be sophisticated about their business objectives and requirements, particularly regarding their needs for financial products and services. This in turn means that the pricing and terms of Citizens Business Bank's products and services must be transparent and designed to deliver tangible value to our customers.

In addition, financial institutions as a general rule are highly dependent on the confidence of their customers and communities. Citizens Business Bank's long term track record of stability and customer satisfaction is based on our reputation for integrity. As one example, over 74% of our customer deposit relationships have banked with Citizens Business Bank for three years or more, and we have numerous customer banking relationships that have persisted and grown with Citizens Business Bank for periods of over twenty years.

Furthermore, as a federally-chartered institution with assets exceeding $10 billion, Citizens Business Bank is subject to regular audits and regulatory examinations by our prudential regulators, including the federal Consumer Financial Protection Bureau, and these audits and examinations cover all significant aspects of our business and banking operations, including our adherence to fair lending, marketing, disclosure, vendor management, cybersecurity, customer privacy, complaint management and other relevant policies, procedures and practices.

Stakeholders and Society

Citizens Business Bank strives to positively impact all our stakeholders, including our customers, associates, shareholders, vendors and the communities we serve.

Management Policies, Systems and Disclosure

Citizens Business Bank and its holding company operate under the oversight of several prudential bank regulatory agencies. These agencies include the Office of the Comptroller of the Currency ("OCC"), the Federal Deposit Insurance Corporation, the Federal Reserve Board and the Consumer Financial Protection Bureau.

In addition, as a public reporting company, the Company is subject, among other laws and regulations, to the Sarbanes-Oxley Act of 2002, which implements a defined framework requiring public companies to publicly report on management's responsibility for establishing and maintaining an adequate internal control structure and associated control systems, including controls over financial reporting, and to publicly report on the results of management's assessment of the effectiveness of internal controls over financial reporting. This framework consists of five interrelated components, including a reporting company's control environment, risk assessment, control activities, information and communication, and monitoring.

Management's system of financial controls and reporting is, in turn, audited by Citizens Business Bank's Internal Audit Department, headed by our Chief Audit Executive, and by CVB Financial Corp.'s external audit firm, KPMG LLP, both of which report independently and directly to our Board Audit Committee.

Business Ethics and Anti-Corruption

We have adopted a corporate Code of Personal and Business Conduct and Ethics ("Code") which seeks to address both business and social relationships that may present legal and ethical concerns, and the Code also sets forth our expected standards of conduct to guide the members of our Board of Directors, executives (including our principal executive officer, principal financial officer and principal accounting officer) and other associates. Our associates acknowledge annually that they have read and understood their responsibility to conduct business in accordance with the Code and other provisions of our Associate Handbook, as part and parcel of our efforts to merit and maintain the confidence and trust of our customers, shareholders, regulators and communities.

In addition to the Code described above, the Company has adopted and implemented additional, specific policies regarding

(1) any actual or potential conflicts of interest involving the Company's business and lending activities, including our Conflicts of Interest and federal "Regulation O" policies, (2) prohibitions on any insider trading in the Company's publicly-listed stock based on material nonpublic information involving the Company, pursuant to our Insider Trading Policy (which is discussed in greater detail below), and (3) an anti-corruption mandate requiring that all directors, officers and employees of the Company comply with the relevant provisions of the U.S. Foreign Corrupt Practices Act ("FCPA").

The Company's Conflicts of Interest Policy requires any potential or actual conflict of interest between the Company's financial or business interests and those of any director, officer or associate to be fully disclosed and notified to the Board's Audit Committee for discussion and resolution, pursuant to standards outlined in the Policy, including the required recusal of any potentially conflicted directors from discussions or voting on any identified issue. Similarly, the Company has adopted a "Regulation O" Policy, as required by the Federal Reserve Board, that governs any lending or credit relationships between Citizens Business Bank and any director or executive officer of the Company, including the requirement of individualized review and approval of any covered banking transactions pursuant to the specific standards outlined in Regulation O.

The Company has also published and regularly updates an extensive Associate Handbook which, in addition to the policies discussed in the section of this proxy statement on "Labor, Health and Safety" above, prohibits any actions or conduct in violation of relevant anti-corruption prohibitions as reflected in the FCPA. This anti-corruption mandate includes strict anti-bribery prohibitions as well as related accounting and record-keeping compliance provisions, and, wherever applicable, our Associate Handbook provisions cover our directors as well as our officers and associates.

Lobbying and Political Advocacy

Citizens Business Bank as an institution does not make political contributions to any candidates for political office nor to any political action committee supporting a partisan political candidate or organization. Citizens Business Bank is a proud member of the California Bankers Association and the Mid-Size Bank Coalition of America, which are non-partisan organizations that educate and engage policy makers on important policy issues related to the banking industry and provide educational programming, networking opportunities and benchmarking for member banks across a wide range of banking issues.

Consultation and Engagement with our Communities

We are proud of our extensive activities to engage with and to support the many communities and stakeholders in our geographic footprint, including meeting our defined responsibilities under the Community Reinvestment Act of 1977 ("CRA"). The CRA, among other things, requires Citizens Business Bank to help meet the credit needs of our local communities, including low and moderate income areas where we conduct our banking business, consistent with safety and soundness considerations.

In our most recent CRA examination in February 2023, our individual ratings in the three primary review areas of lending, investment and community service were "high satisfactory," "high satisfactory," and "outstanding," respectively, with an overall public CRA rating of "satisfactory." Citizens Business Bank maintains a senior level CRA Investment Committee, and employs a designated CRA Officer, as well as two Community Development Officers and a CRA data specialist.

In 2025, Citizens Business Bank made $367,718,000 in CRA-qualifying small business loans, $9,915,000 in CRA-qualifying small farm loans, and $486,309,778 in CRA-qualifying community development loans within our designated Assessment Areas. In addition, during 2025, CBB maintained $230,146,003 in CRA-qualifying investments, and CBB made in excess of

$1,460,502 in charitable donations throughout the State of California. Moreover, also in 2025, our valued associates engaged in approximately 1,595 CRA-qualifying service activities, where they recorded an aggregate of approximately 4,739 hours of community service. Included in CBB's loans, investments and charitable contributions for 2025 are significant support for affordable housing, economic development, workforce development, small business loan funds, high speed internet access for historically disadvantaged communities, food bank funding, and many similar initiatives. Citizens Business Bank's current CRA ratings are publicly available on the web site of the Federal Financial Institutions Examination Council, posted at https://www.ffiec.gov.

Relevant Business Practices and Accountability

Citizens Business Bank has adopted a comprehensive policy on anti-money laundering and countering the financing of terrorism, pursuant to the federal Bank Secrecy Act of 1970, as amended ("BSA"), and the federal Anti-Money Laundering Act of 2020, as amended ("AML"). These statutes are designed to safeguard the integrity of the U.S. financial system and financial institutions from the abuses of financial crime, including money laundering, terrorist financing and other illicit financial transactions, and responsibility for program oversight and regulation are vested in the federal Financial Crimes Enforcement Network ("FinCEN") and Office of Foreign Assets Control ("OFAC"). Citizens Business Bank is committed to upholding and complying with the principles and implementing regulations of the BSA and AML as required by FinCEN and OFAC.

Citizens Business Bank's BSA/AML compliance program is designed to meet all applicable BSA/AML requirements, and our policies and procedures are built around five core pillars: (i) internal controls, (ii) a designated BSA/AML compliance officer and staff who report to our Chief Risk Officer, (iii) ongoing associate training, (iv) independent audits to test the effectiveness of the program, and (v) appropriate risk-based customer due diligence and reporting of suspicious transactions. The purpose of these policies is to detect, prevent and report money laundering, terrorist financing, and other financial crimes.

In implementing our BSA/AML compliance program, Citizens Business Bank engages in the following key BSA/AML activities and requirements, among others:

• Risk assessments: We engage in regular risk assessments that are designed to identify, evaluate, and mitigate our exposure to specific risks related to our customers, products, services, and geographic locations.

• Transaction monitoring and reporting: We seek to closely monitor customer activity for suspicious patterns or activities, including filing Suspicious Activity Reports when we suspect that a given transaction or activity is related to a financial crime, such as money laundering or tax evasion, and filing Currency Transaction Reports (CTRs) for all cash transactions over $10,000 in a single business day.

• Customer Identification Program (CIP): As part of our customer due diligence, we endeavor to verify the identity of all our customers using a risk-based approach.

• Recordkeeping: We are required to maintain appropriate records of transactions to maintain an accurate audit trail.

• Independent Audits. Our Internal Audit Department and our prudential regulators perform annual audits of our Bank's compliance with our BSA/AML program.

Human Rights

Management Policies, Systems and Disclosure

Citizens Business Bank comprehensively records, tracks and seeks to resolve customer and associate complaints through internal reporting systems established, respectively, by our Risk Management Department and our Human Resources Department.

The Company has also established several mechanisms enabling any person, including our associates, to anonymously report any activities that are believed to involve fraud, illegal conduct or financial reporting irregularities. This includes the maintenance of a "whistle-blower hotline" which automatically forwards any reports received to the Chair of our Board Audit Committee, our Chief Audit Executive, our General Counsel and our Head of Human Resources. The Company's policies specifically forbid retaliation against any associate or person for making such a report.

Ethical Sourcing

The Company's vendor management policies also set forth the Company's interests in maintaining and broadening diversity among the Company's vendors and suppliers, including firms that are majority-owned by females and/or members of underrepresented communities. We track our progress in improving our vendor sourcing diversity through the oversight of our Vendor Management Department.

Community Consultation and Engagement

Citizens Business Bank has established a CRA Community Advisory Group which consists of (i) designated representatives from a variety of community organizations dedicated to providing affordable housing, job opportunities and other important benefits to underserved communities throughout the State of California, as well as (ii) key members of our management team, including our CRO, our CRA Officer, and other senior managers. This Advisory Group meets two to three times per calendar year and provides our organization with valuable guidance and feedback regarding opportunities to better target our efforts to assist low and moderate income census tracts and individuals in the communities where Citizens Business Bank provides banking services.

The Company has published a Corporate Social Responsibility Report for 2025 which is posted on our web site at https://www.cbbank.com, and we encourage our shareholders and other interested parties to review this Report. Our Report highlights, among other things, the positive consultative work and services performed by our associates with a wide variety of community and charitable organizations throughout our geographic footprint. The information contained on our website and the materials available on our website, including our Corporate Social Responsibility Report, are not incorporated by reference into this proxy statement.

‌Our Environmental Measures

As a closely regulated depositary institution, Citizens Business Bank is committed to reducing the physical impact of our activities on our environment and to enhance the sustainability of our business practices, and we strive to engage in effective sustainability practices as a responsible member of the numerous communities in California where we operate.

With respect to our lending activities, we adhere to detailed underwriting guidelines regarding the industries, businesses and properties that we finance, and, starting in 2022, Citizens Business Bank has offered a targeted clean energy lending program, known as Commercial Property Assessed Clean Energy ("C-PACE"), which is designed to fund environmentally-related commercial property improvements for our prospective and current customers, as further outlined below.

Accordingly, where feasible in view of the nature and scope of our banking business, the Company has undertaken a number of specific initiatives in the areas of (1) Carbon and Climate, (2) Natural Resources and (3) Waste and Toxicity. We have summarized these initiatives below, and additional information is set forth in our separate Corporate Responsibility Report.

Management of Environmental Risks and Opportunities

We are subject to various federal and state statutes and regulations, as well as substantial governmental and regulatory oversight, regarding our management of environmental risks and opportunities.

On March 6, 2024, the SEC purported to adopt rules that would have required most U.S. publicly traded companies, including the Company, to disclose annually how their businesses are assessing, measuring, and managing certain climate-related risks, including activities to mitigate or adapt to such risks; information about the reporting company's board of directors' oversight of climate-related risks and management's role in managing material climate-related risks; and

information on any climate-related targets or goals that are material to the reporting company's business, results of operations, or financial condition. Further, to facilitate investors' assessment of certain climate-related risks, these SEC rules purported to require disclosure of Scope 1 greenhouse gas emissions (direct greenhouse gas emissions from sources that are owned or controlled by the reporting company) and/or Scope 2 greenhouse gas emissions (indirect greenhouse gas emissions from the generation of purchased electricity, heat or cooling), on a phased-in basis, starting in some cases as early as 2026.

However, on April 4, 2024, less than a month after adopting its purportedly final rules on climate-related risks and greenhouse gas emissions, the SEC issued a further order staying such rules, pending the resolution of various lawsuits filed to challenge the rules' validity, and, subsequently, on March 27, 2025, the SEC voted to end its legal defense of such rules.

On October 7, 2023, the State of California enacted two climate-related reporting statutes, SB 253 and SB 261, with an initial implementation date of January 2, 2026. SB 253 will require certain corporations and other entities doing business in California with total annual revenues over $1 billion to make public disclosures of their Scope 1 and 2 greenhouse gas emissions, as well as an additional category of Scope 3 greenhouse gas emissions (indirect greenhouse gas emissions not included in Scope 2 emissions which occur in the upstream and downstream activities of the reporting company's business activities). SB 261 will require certain corporations and other entities doing business in California with total annual revenues over $500 million to report, on a biennial basis, their "climate-related financial risks" and their efforts to address such risks. Under SB 261, "climate-related financial risks" are defined to mean material risks of harm to immediate and long-term financial outcomes due to physical and transition risks, including, but not limited to, risks to corporate operations, provision of goods and services, supply chains, employee health and safety, capital and financial investments, institutional investments, financial standing of loan recipients and borrowers, shareholder value, consumer demand, and financial markets and economic health. The legislative findings supporting this statute describe climate change-related impacts as including wildfires, sea level rise, extreme weather events and droughts.

The state agency that is responsible for developing rules for and enforcing both SB 253 and SB 261 is the California Air Resources Board ("CARB"). The CARB is currently engaged in the process of crafting regulations for both statutes and has been providing interim guidance and hosting public workshops to assist businesses with compliance. Pending our proposed acquisition of Heritage, we believe that, under the standards likely to be applied by CARB for calculating a financial institution's total annual revenues, Citizens Business Bank would be subject to SB 261 (annual revenue threshold over $500 million) but not SB 253 (annual revenue threshold over $1 billion). However, this situation may change in the event we complete our proposed merger with Heritage. As a result, we are continuing to analyze the revenue threshold issue, and we are awaiting further guidance from the CARB on revenue calculation methodologies. In addition, on November 18, 2025, the federal Ninth Circuit Court of Appeals issued a ruling granting a temporary injunction that prohibits the State of California from enforcing SB 261, while denying a similar injunction request with respect to SB 253. This means that, if Citizens Business Bank's total annual revenues are deemed, following the successful completion of our planned merger with Heritage, to exceed $1 billion, Citizens Business Bank would then be subject to the more detailed and onerous requirements of SB 253, which would involve disclosure of our Scope 1 and 2, and eventually Scope 3, greenhouse gas emissions.

Additionally, on October 24, 2023, the U.S. federal banking regulators finalized interagency principles for the effective management and supervision of climate-related financial risks (the "Climate Principles"). The Climate Principles were formally targeted at larger banking organizations, with total assets in excess of $100 billion, and were intended to convey consistent supervisory expectations regarding how climate-related financial risks should be managed by financial institutions, although there were concerns that at least some of the Climate Principles could have been applied to financial institutions of any size that are considered to have "material exposure to climate-related financial risks." However, on October 16, 2025, the OCC, FRB and FDIC announced the withdrawal and rescission of the Climate Principles.

Carbon and Climate

During 2025, Citizens Business Bank made or maintained numerous loans designed to support borrowers in financing environmentally sound and sustainable projects that foster a net-zero emissions economy, facilitate adaption to climate change, or provide other environmental benefits. Specifically, during 2025, Citizens Business Bank made or maintained 21 loans, with an aggregate principal balance of approximately $14 million, to finance our customers' purchase and installation of solar equipment to generate electricity, including solar arrays and panels. In addition, also in 2025, Citizens Business Bank maintained or renewed three loans, with respective outstanding principal balances of $1.2 million for electric car charging stations, $4.9 million to reduce ash emissions in mining, and $1.4 million in the form of a letter of credit for solar panels to power electric vehicle charging stations.

Furthermore, during 2025, Citizens Business Bank continued to maintain a term loan with a committed principal amount up to

$65 million to provide financing for the construction of a customer's co-generation plant which is designed to replace an older on-site generator and to produce both electricity and heat more efficiently. Moreover, as part of Citizens Business Bank's dairy and agricultural lending activities, we continued to maintain a loan commitment up to a maximum amount of $7 million to provide a gas pipeline partnership with working capital, pending the partnership's receipt of low carbon fuel credits on a biogas facility designed to process and utilize raw methane gas generated by local dairy farms that would otherwise be released into the atmosphere.

With respect to our ongoing lending programs, among other targeted products, Citizens Business Bank offers C-PACE loans for commercial property owners and developers. Commercial property owners and developers can utilize C-PACE loans to fund environmental improvements to reduce their properties' carbon footprint and energy usage. The C-PACE program enables such owners and developers to improve their properties' infrastructure, by providing support for lender financing to help advance important public purposes, including greenhouse gas emission reductions, lower water usage, wildfire mitigation and seismic safety. These enhancements are typically focused on resiliency features and clean and efficient energy improvements that are installed in and integrated into the properties themselves.

During 2025, Citizens Business Bank made or maintained C-PACE loans with committed principal balances in the aggregate amount of $17.7 million. This amount included loans (i) to improve the seismic resiliency, utility efficiency, building management systems and water conservation for a 118-room hospitality development, as well as (ii) to finance the installation of a solar carport adjacent to an office building to enable the office building to become self-sufficient in generating electric power.

Also during 2025, Citizens Business Bank made or maintained additional investments, totaling approximately $135 million, in connection with the financing of a number of affordable housing projects and energy projects, including community solar electricity projects, which in turn enabled Citizens Business Bank to qualify for federal and California state tax credits.

As noted above, where consistent with the needs of our customers and our business imperatives, we have implemented remote work options for associates in a variety of functions and departments, and we believe this in turn has significantly reduced commuting time and automobile use for our affected associates. In addition, we support our associates' use of electric vehicles for their work commutes, and, to this end, we have installed nine electric vehicle chargers at our corporate headquarters in Ontario, California and an additional six chargers at our primary banking operations center in Rancho Cucamonga, California, at no charge to our associates.

As a separate initiative, Citizens Business Bank has replaced conventional lighting, where cost-effective to do so, with more efficient LED lights, at both our corporate headquarters and our separate banking operations center (as well as in the associated parking areas for both facilities). This project has resulted in annual power usage savings in excess of 500,000 kWh. Moreover, when we open a new banking center or remodel an existing center, we typically seek to upgrade the lighting to utilize LED products.

We plan to continue to enhance these important environmental initiatives, including evaluating the feasibility of installing solar panels on the roof of our corporate headquarters and primary banking operations center buildings, in order to further reduce our conventional electricity power usage and costs.

Natural Resources

At the corporate level, Citizens Business Bank has adopted and implemented a company-wide paper recycling program, for at least the past ten years, and in 2025, we recycled approximately 335 tons of paper products. In addition, we have continued to implement a company-wide plan to reduce paper use and paper printing in favor of utilizing digital media and storage for document viewing, management and maintenance purposes.

To this end, starting in 2022, in connection with our core lending and deposit-gathering activities, we commenced bank-wide utilization of a digital imaging and document management system. This digital imaging and document management application has enabled Citizens Business Bank, and our associates engaged in originating and managing our loan and deposit portfolios, to eliminate the need to otherwise generate tens of thousands of paper documents and instead to maintain an essentially paperless lending, credit tracking and customer portfolio management process. Additionally, we have employed this same document imaging system to convert thousands of paper lending and credit files belonging to banks that we have acquired in recent years, including the loan and deposit portfolios of Community Bank (acquired in 2018) and Suncrest Bank (acquired in 2022) to electronic images. We anticipate implementing this more efficient and environmentally-friendly system for the loan and deposit portfolios that we will acquire from Heritage in the event our proposed merger closes as expected during 2026.

Environmental Waste and Toxicity

Citizens Business Bank finances a wide range of commercial properties within the State of California, including offices, industrial facilities, retail, hospitality, multi-family and mixed-use properties. In such cases, as part of our standard underwriting and credit review process, we typically require an environmental review to determine whether the property has any history or evidence of environmental contamination.

Pursuant to our credit underwriting policies, we implement additional reviews and financing hurdles for any proposed loans involving commercial properties that we deem at high risk for environmental issues, including gas stations, properties where transformers are present, refineries, dry cleaners, auto dealerships, recycling centers, waste disposal sites, mining, oil and gas production, heavy construction, chemical manufacturing, plastics and rubber products manufacturing, fabricated metal manufacturing, funeral homes, automotive repair, leather, paper and machinery manufacturing, general medical and surgical hospitals, golf courses, extermination and pest control.

When engaging in commercial property lending, we also typically review the subject property's operating history and expense profile, including energy and other ongoing operating expenses, as well as relevant activities by the occupant or tenants that could affect the property's environmental integrity or liabilities. Additionally, we normally investigate and consider whether the property is exposed to any significant environmental hazards or events such as flood, sea-level rise, water and electrical usage and/or wildfire risks in accordance with our lending policies.

We do not use significant volumes of packaging or other physical materials in conducting our business activities, either internally or externally with our customers and vendors.

All computer and other electronic equipment that is utilized in our banking business and has reached the end of its useful life or is otherwise no longer functional is disposed of in accordance with applicable laws and regulations, in order to minimize any environmental impacts.

In addition, over the past five years, we have been engaged in a bank-wide initiative to retire and dispose of thousands of dated paper files, with a view towards reducing our overall storage capacity and storage footprint. This initiative also continued during 2025.

Our Board of Directors and management place a high priority and value on direct engagement with our shareholders and prospective shareholders. Our President and CEO and our Chief Financial Officer, sometimes with the involvement of other executive officers or one or more of our directors, regularly hold meetings with significant shareholders and/or prospective shareholders at investor conferences or in our corporate headquarters offices, and these executives and directors also engage in similar discussions with investors via telephone or videoconference facilities, including in the ordinary course of our quarterly public earnings calls. During 2025, excluding our quarterly earnings calls, our senior executives held approximately 120 individual meetings with current or potential investors or their representatives, including two of our top ten current shareholders. These meetings cover a wide range of topics involving the Company's strategies, compensation policies and ongoing business activities. Our President and CEO and our Chief Financial Officer communicate the significant topics discussed and any notable concerns raised by our shareholders to our Board of Directors at our regular Board meetings.

The following table shows the beneficial ownership of common stock by those entities or persons we know to be the beneficial owners of more than 5% of the outstanding shares of common stock of CVB Financial Corp., based on information those persons have filed with the SEC on Schedule 13G or Schedule 13D, as applicable, and/or otherwise known to us. "Beneficial ownership" is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. So, for example, you beneficially own CVB Financial Corp.'s common stock not only if you hold it directly, but also if you indirectly, through a relationship, contract or understanding, have, or share, the power to vote or sell the stock, or if you have the right to acquire it within sixty (60) days of the date selected for reference purposes below.

Common Stock

Beneficially Owned

1. The "Percent of Class" calculations in the table were made using (x) the number of shares reported as beneficially owned by the shareholder in the applicable Schedule 13G or Schedule 13D filing, and/or otherwise known to us, and (y) the number of shares of our common stock outstanding on the record date of March 26, 2026, which was 135,784,880.

2. This information is based on a Schedule 13G/A filed by BlackRock, Inc. on January 23, 2024. This Schedule 13G/A states that BlackRock, Inc. has sole voting power over 19,155,260 shares and sole dispositive over all 19,468,132 shares. According to its Schedule 13G/A, BlackRock, Inc. holds the shares in the ordinary course of business and various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by BlackRock, Inc.; and the interest of only one such person in such shares, iShares Core S&P Small-Cap ETF, represents more than 5% of CVB Financial Corp.'s total outstanding shares.

3. This information is based on a Schedule 13G/A filed by The Vanguard Group on February 13, 2024. This Schedule 13G/A states that The Vanguard Group has sole voting power over zero shares, shared voting power over 117,307 shares, sole dispositive power over 15,441,478 shares, and shared dispositive power over 260,069 shares. According to its Schedule 13G/A, The Vanguard Group holds the shares in the ordinary course of business. On March 26, 2026, The Vanguard Group filed a Form 13G indicating that CVB Financial Corp. shares previously reported as being held by The Vanguard Group have been disaggregated into constituent Vanguard funds which, going forward, will report beneficial ownership separately from The Vanguard Group.

4. This information is based on a Schedule 13D filed by the Borba Family Group on February 8, 2021, which has not been subsequently amended, and subsequent information made known to us, and include the following items: (i) 4,599,439 shares owned by the Borba Family Trust, (ii) 2,277,000 shares owned by the Borba Children's Trust, (iii) 745,782 shares owned by George Borba & Son Dairy, L.P., (iv) 55,113 shares owned by George A. Borba, Jr., individually (which total includes 288 shares held by Mr. Borba as custodian for minor children), (v) 28,547 shares owned by Mr. Borba's sister, Linda B. Gourdikian, individually, and (vi) 47,625 shares owned by the Gourdikian Family Trust. Mr. Borba and Ms. Gourdikian have disclaimed beneficial ownership of the shares held by each other, the Borba Family Trust and the Borba Children's Trust, except to the extent of their respective distributable interests in the Borba Children's Trust. In addition, in computing the percentage of shares beneficially owned, any shares which Mr. Borba, Ms. Gourdikian, George Borba and Son Dairy, L.P., the Borba Family Trust or the Borba Children's Trust has a right to acquire pursuant to stock options that become exercisable within sixty (60) days after March 26, 2026 are deemed outstanding for the purpose of computing the percentage of common stock beneficially owned by the Borba Family Group, but are not deemed outstanding for the purpose of computing percentages of shares beneficially owned by the other shareholders in this table. Furthermore, any annual grants of restricted shares awarded to Mr. Borba in his capacity as one of CVB Financial Corp.'s outside directors, even if unvested as of the date of this proxy statement, are deemed outstanding both for the purposes of computing the percentage of common stock beneficially owned by the Borba Family Group and for the purpose of computing total CVB Financial Corp. shares outstanding, because grantees of unvested restricted shares have the right to vote such shares and to receive dividends on such shares prior to vesting, pursuant to CVB Financial Corp.'s 2018 Equity Incentive Plan.

5. This information is based on a Schedule 13G filed by Dimensional Fund Advisors LP ("Dimensional") on July 15, 2025. This Schedule 13G states that Dimensional has sole voting power over 6,791,609 shares, shared voting power over zero shares, sole dispositive power over 6,962,948, and shared dispositive power over zero shares. According to its Schedule 13G, Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (such investment companies, trust and accounts, collectively referred to as the "Funds") . All securities reported in the 13G schedule filed by Dimensional are owned by the Funds and Dimensional disclaims beneficial ownership of such securities.

The following table shows the beneficial ownership of CVB Financial Corp.'s common stock as of the record date for our annual meeting, which is March 26, 2026, by (i) each of our nine current directors, eight of whom are also nominees for director at our upcoming annual shareholders' meeting in 2026, (ii) our two contingent director nominees, (iii) those persons serving as our named executive officers as of December 31, 2025 and (iv) by our current directors and executive officers as a group.

Common Stock Beneficially Owned

Anna Kan(4)

Director and Nominee 33,493 *

Jane Olvera Majors

Director and Nominee 24,910 *

Raymond V. O'Brien III

Director and Nominee 61,593 *

Hal W. Oswalt

Chairman of the Board and Nominee 49,593 *

Kimberly Sheehy

Director 17,618 *

Timothy M. Stephens

Director and Nominee 2,281 *

David F. Farnsworth

Executive Vice President, Chief Credit Officer 83,882 *

David C. Harvey

Executive Vice President, Chief Operating Officer 138,149 *

E. Allen Nicholson(5)

Executive Vice President, Chief Financial Officer 133,776 *

Richard H. Wohl

Executive Vice President, General Counsel 50,189 *

Current Directors and Executive Officers as a Group(6)

(14 persons) 8,699,572 6.4%

Common Stock Beneficially Owned

Contingent Directors and Executive Officer Nominees(7) Number of Shares(1) Percent of Class(2)

Julianne Biagini-Komas(8)(9)

Contingent Director Nominee 44,326 *

R. Clay Jones(8)(10)

Contingent President and Director Nominee 350,763 *

Contingent Directors and Executive Officer Nominees as a Group

(2 persons) 395,089 0.3%

Common Stock Beneficially Owned Number of Shares(1) Percent of Class(2)

Current and Contingent Directors and Executive Officers as a Group

(16 persons) 9,094,661 6.7%

1. Except as otherwise noted below, each person directly or indirectly has sole or shared voting and investment power (as community property and/or with such person's spouse) with respect to the shares listed.

   
   
   

2. The percentage for each of these persons or group is based upon the total number of shares of CVB Financial Corp.'s common stock outstanding as of our record date of March 26, 2026, which was 135,784,880, plus the shares which the respective individual or group has the right to acquire within sixty

   (60) days after March 26, 2026, by the exercise of stock options or the vesting of restricted stock units. In computing the percentage of shares beneficially owned by each person or group of persons, any shares which the person (or group) has a right to acquire within sixty (60) days after March 26, 2026 are deemed outstanding for the purpose of computing the percentage of common stock beneficially owned by that person (or group), but are not deemed outstanding for the purpose of computing the percentage of shares beneficially owned by any other person. An asterisk in this column signifies that the person owns less than one percent (1.0%) of CVB Financial Corp.'s outstanding shares.

3. Represents 4,599,439 shares held by the Borba Family Trust; 2,277,000 shares held by the Borba Children's Trust, of which Mr. Borba is co-trustee (with shared voting and dispositive power) and as to which Mr. Borba disclaims beneficial ownership, except to the extent of his distributable interest in the Borba Children's Trust; 745,782 shares owned by George Borba & Son Dairy, L.P.; and 55,113 shares which Mr. Borba owns outright or which are subject to time vesting restrictions, of which 288 shares are held by Mr. Borba as custodian for minor children.

4. Includes 1,900 shares held by Ms. Kan's spouse as sole and separate property and as to which Ms. Kan disclaims beneficial ownership.

5. Includes 6,000 shares which Mr. Nicholson may acquire within 60 days after March 26, 2026 by the exercise of stock options.

6. The total number of directors and executive officers as a group includes one executive officer of the Company who is not a named executive officer. Number of shares includes 6,000 shares which members of the group may acquire within 60 days after the record date of March 26, 2026 by the exercise of stock options or vesting of restricted stock units or restricted shares.

7. The election of these nominees will be contingent upon the completion of CVB Financial Corp.'s merger with Heritage prior to the annual meeting.

8. The number of shares stated to be held by each of these persons assumes that our proposed merger with Heritage closes within 60 days of the record date of March 26, 2026 and is based on the specified conversion ratio of 0.65 shares of CVB Financial Corp. common stock to be issued for each share of Heritage common stock owned by such person on the merger closing date.

9. For Ms. Biagini-Komas, her total shares owned in Heritage consist of 68,194 shares of Heritage common stock, including 500 shares held by her as a custodian for minor children. The number of shares of CVB Financial Corp. reflected in this table is based on the specified conversion rate of 0.65 shares of CVB Financial Corp. common stock to be issued for each share of Heritage common stock owned by Ms. Biagini-Komas on the merger closing date.

10. For Mr. Jones, his total shares owned in Heritage include an aggregate of 508,867 shares of Heritage common stock and unvested equity awards, consisting of (a) 296,959 shares of Heritage common stock, (b) a total of 93,041 unvested restricted stock units of Heritage ("RSUs"), (c) 4,333 dividend equivalents units of Heritage ("DEUs") underlying such RSUs, to be issued to Mr. Jones when the associated awards vest, (d) a total of 100,802 unvested performance-based restricted stock units of Heritage ("PSUs"), (e) 11,461 DEUs underlying such PSUs, to be issued to Mr. Jones when the associated awards vest, and (f) an estimated 2,271 shares of DEUs of Heritage issuable to Mr. Jones on April 8, 2026 as a result of the dividend declared on March 11, 2026, based on an assumed Heritage stock price of $12.00 per share. The number of shares of CVB Financial Corp. reflected in this table is based on the specified conversion ratio of 0.65 shares of CVB Financial Corp. common stock to be issued for each share of Heritage common stock owned by Mr. Jones on the merger closing date. However, the number of shares of stock stated to be owned by Mr. Jones does not include 20,000 shares of CVB Financial Corp. common stock that Mr. Jones is entitled to receive following the closing of the Heritage merger pursuant to the terms of his employment offer letter from the Company.

Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange Act") requires our executive officers and directors, and persons who own more than 10% of CVB Financial Corp's equity securities, to file reports of ownership and changes in ownership with the SEC. The SEC requires our executive officers, directors and greater than 10% shareholders to furnish to us copies of all Section 16(a) forms they file. Based solely on our review of these reports and of certifications furnished to us, we believe that, during the fiscal year ended December 31, 2025, all executive officers, directors and greater than 10% beneficial owners timely complied with all applicable Section 16(a) filing requirements under the Exchange Act.

What is the Purpose of this Proxy Statement?

The purpose of this proxy statement is to solicit your vote at our 2026 annual meeting of shareholders. This proxy statement summarizes the information you need to know to cast an informed vote at the meeting. The record date for those shareholders entitled to vote at the meeting is March 26, 2026. On the record date there were 135,784,880 shares of our common stock outstanding.

How Can I Access the Proxy Materials?

We follow the SEC's notice and access rule. On or about our mailing date, we mailed our shareholders who are entitled to vote at the meeting a notice about the Internet availability of the proxy materials (the "Notice"). Along with the proxy statement, we also made available by Internet our 2025 Annual Report and our Annual Report on Form 10-K for our fiscal year ended December 31, 2025. Instructions on how to access the proxy materials over the Internet and to request a paper copy of the proxy materials, if desired, may be found in the Notice. We mailed to shareholders who have previously asked to receive paper copies of the proxy materials, a full set of the proxy materials, instead of the Notice. If you hold your CVB Financial Corp. shares in street name, and currently receive paper copies of our proxy materials, please refer to the information provided by your bank, broker or other holder of record for instructions on how to elect to receive only electronic copies of future proxy statements and annual reports.

How Do I Vote by Proxy?

You can vote by proxy whether or not you attend the annual meeting. Shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. The Board of Directors is soliciting your proxy.

• To vote, follow the instructions printed on the Notice.

• If you received a full set of proxy materials:

  • To vote by Internet, go to https://www.investorvote.com/CVBF and follow the instructions there. You will need the 15-digit number included on your proxy card.

  • To vote by telephone, dial the number listed on your proxy card. You will need the 15-digit number included on your proxy card.

  • To vote using the traditional proxy card, please sign and date the enclosed proxy card and return it promptly in the envelope provided.

    To reduce our administrative and postage costs, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day. To ensure that your vote is counted, please remember to submit your vote by 11:59 p.m., Pacific Daylight Time, on May 19, 2026. Voting by proxy will not affect your right to attend the annual meeting and vote in person if you desire to do so.

    How Do I Vote in Person?

    If you plan to attend the annual meeting and vote in person, we will give you a ballot form when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, you must bring a legal proxy from your broker, bank or other nominee to vote the shares at the meeting.

    
    
    

    How Will My Proxy Be Voted?

    If you properly complete your proxy card and we receive it in time to vote, your "proxy" (one of the individuals named on your proxy card) will vote your shares as you have directed. If we receive an executed proxy card from you, on which you have not made specific choices with respect to the proposals, your proxy will vote your shares as recommended by the Board of Directors as follows:

• "For" the election of all ten nominees for director, (or eight nominees if our merger with Heritage has not been completed by the date of the annual meeting, as explained below);

• "For" the approval of the compensation of our named executive officers, as disclosed in this proxy statement; and

• "For" the ratification of the appointment of KPMG LLP as our independent registered public accountants for 2026.

If any other matters are presented, your proxy will vote in accordance with the recommendation of the Board of Directors, or, if no recommendation is given, in the proxy's own discretion. At the time this proxy statement went to press, we knew of no matters which needed to be acted on at the meeting, other than those discussed in this proxy statement.

Why Are Two of our Nominees for Directors Called "Contingent Nominees"?

The Company has entered into a Merger Agreement with Heritage. Among other things, the Merger Agreement requires the Company, upon completion of the Heritage merger, to appoint two Heritage directors to the Company's Board of Directors. The Company and Heritage have identified Ms. Julianne Biagini-Komas and Mr. R. Clay Jones as the two Heritage director appointees to the Company's Board.

However, because the completion of the Heritage merger is contingent upon the Company and Heritage obtaining approvals from their respective shareholders and certain regulatory approvals, and upon the satisfaction of certain other customary closing conditions set forth in the Merger Agreement, the timing and fulfillment of these multiple contingencies cannot be fixed in advance. Accordingly, the election of the two individual directors named above would be "contingent" because these directors will be nominees for election at this annual meeting only if the Heritage merger has been completed between the date of this proxy statement and the date of the annual shareholders meeting.

The Company is seeking the approval of our shareholders for the contingent election of these two Heritage directors to full one-year terms on our Board. Information about these individuals can be found under the heading "Proposal No. 1 - Election of Directors" herein. However, if the Heritage merger has not been completed by the date of our annual meeting, then the necessary contingency will not have occurred within the time frame specified above, these two directors will not be seated on our Board at the time of the annual meeting, and they will not be nominees or appointed as our directors, unless and until the Heritage merger is completed. Accordingly, if the Heritage merger has not been completed by the date of the annual meeting, any votes for such directors at this annual meeting will be disregarded. Following our 2026 annual meeting, and assuming the Heritage merger is subsequently completed in accordance with its terms, our Board would then appoint these two individuals as directors to serve until our 2027 annual meeting.

Why are Shareholders Receiving Two Different Proxy Statements from the Company for Separate Shareholder Meetings at Around the Same Time This Year?

One proxy statement is our Joint Proxy Statement/Prospectus filed with the SEC on February 12, 2026 and supplemental disclosures filed with the SEC on March 17, 2026 (the "Merger Proxy Statement/Prospectus"). That Merger Proxy Statement/Prospectus relates to the Company's proposed acquisition of Heritage.

This proxy statement is our Annual Meeting Proxy which seeks the approval of our shareholders for our annual meeting items, including (i) the election of our directors (Proposal No. 1 below), (ii) an advisory vote on the compensation of our named executive officers for 2025 (Proposal No. 2 below) and (iii) ratification of the appointment of KPMG LLP as our independent registered public accountants for 2026 (Proposal No. 3 below).

The fact that the scheduled respective dates for the Special Meeting and our Annual Meeting are close together in time is coincidental and based solely on the timing of our merger discussions and the announcement of our proposed merger with Heritage.

It is important that all our shareholders vote at this annual meeting on the items set forth above, and we urge you to do so by internet or telephone, or to sign, date and promptly return your proxy card, so that your shares will be represented, whether or not you attend in person.

How Many Votes Do I Have?

Each share of common stock entitles you to one vote. The proxy card indicates the number of shares of common stock that you own. However, in the election of directors, you are entitled to cumulate your votes if you are present in person at the meeting, the nominee's(s') name(s) has/have properly been placed in nomination, and a shareholder has given notice at the meeting prior to the actual voting of his or her intention to vote his or her shares cumulatively. Cumulative voting allows you to give one or more nominee as many votes as are equal to the number of directors to be elected, multiplied by the number of shares you own, or to distribute your votes in the same fashion between two or more nominees. Our receipt of an executed proxy grants the Board of Directors and proxy holder the discretionary authority to also cumulate votes.

May I Change My Vote After I Have Voted?

Yes. Even if you have submitted your proxy, or cast your vote by telephone or Internet ballot, you may change your vote at any time before the proxy is exercised, if you file with CVB Financial Corp.'s Corporate Secretary either a notice of revocation or a duly executed proxy bearing a later date, or properly cast a new vote by telephone or Internet or in person at the meeting. The powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

What Vote is Required for Each Proposal?

The ten nominees for director (or eight (8) nominees if our merger with Heritage has not been completed by the time of he annual meeting) who receive the most "FOR" votes will be elected. So, if you do not vote for a particular nominee, or you indicate "WITHHOLD" authority to vote for a particular nominee on your proxy card, your vote will not count either "FOR" or "AGAINST" the nominee.

Proposal 2 regarding our advisory "Say-On-Pay," and Proposal 3 regarding the ratification of the appointment of our independent auditors, each requires the approval of a majority of the shares represented and voting at the meeting, with affirmative votes constituting at least a majority of the required quorum.

Who Are Shareholders of Record Versus Beneficial Owners?

If you are a shareholder of record, CVB Financial Corp. has sent the Notice directly to you.

If your shares are held in street name, you are considered the "beneficial owner" of the shares. Your broker, bank or other holder of record, who is considered the shareholder of record with respect to those shares, should have forwarded the Notice directly to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instructions on the proxy card or in the Notice.

What Constitutes a Quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the conduct of business at the meeting. Shares that are voted "FOR," "AGAINST" or "ABSTAIN" in a matter are treated as being present at the meeting for purposes of establishing the quorum, but only shares voted "FOR" or "AGAINST" are treated as shares "represented and voting" at the annual meeting with respect to such matter.

How Are Broker Non-Votes and Abstentions Treated?

"Broker non-votes" and abstentions are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under applicable rules, brokers or other nominees may not exercise discretionary voting power on certain matters. Brokers or other nominees have discretionary voting power for Proposal 3 (ratification of KPMG LLP as independent auditor), but not for Proposal 1 (election of directors) or Proposal 2 (Say-On-Pay). It is therefore important that you provide instructions to your bank, broker, or other holder of record if your shares are held by a bank, broker, or other holder of record, so that your votes with respect to these proposals are counted.

Abstentions and broker non-votes will have no effect on Proposal 2, and abstentions will have no effect on Proposal 3 unless, in each case, there are insufficient votes in favor of the proposals, such that the affirmative votes constitute less than a majority of the required quorum. In such cases, abstentions and broker non-votes will have the same effect as a vote against such proposals. Broker non-votes will have no effect on Proposal 1 (election of directors).

What Are the Costs of Solicitation of Proxies?

We will bear the costs of this solicitation, including the expense of preparing, assembling, printing and mailing the Notice and any requested paper copies of this proxy statement and the materials used in this solicitation of proxies.

The proxies will be solicited through the mail, and as noted above, shareholders may also vote by the Internet or telephone. Voting by the Internet or telephone is fast, convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet or telephone, you help us reduce postage and proxy tabulation costs. Although there is no formal agreement to do so, we may reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding these proxy materials to their principals. We have retained the services of Georgeson, Inc. to serve as our proxy solicitor in connection with our annual meeting at an estimated cost of approximately $15,000.