Form 8-K
8-K — CVB FINANCIAL CORP
Accession: 0001193125-26-313195
Filed: 2026-07-23
Period: 2026-07-22
CIK: 0000354647
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — cvbf-20260722.htm (Primary)
EX-99.1 (cvbf-ex99_1.htm)
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8-K
8-K (Primary)
Filename: cvbf-20260722.htm · Sequence: 1
8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2026
CVB Financial Corp.
(Exact name of Registrant as Specified in Its Charter)
California
000-10140
95-3629339
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
701 N HAVEN AVE
STE 350
ONTARIO , California
91764
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 909 980-4030
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, No Par Value
CVBF
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2026, CVB Financial Corp. (the “Company”) announced the appointment of Michael J. Maddox as a Board Member, effective as of July 22, 2026. Mr. Maddox was also named a Director of Citizens Business Bank (the “Bank”), the Company’s wholly-owned banking subsidiary. Mr. Maddox will serve as a member of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of the Company. In addition, Mr. Maddox will serve on the Risk Management Committee, Balance Sheet Management Committee and Trust Services Committee of the Bank.
Mr. Maddox will be paid a $77,000 annual directors’ fee. Mr. Maddox will also receive an initial grant of shares of restricted stock of the Company in his capacity as a director of the Company at a regular meeting of the Company’s Compensation Committee to be held on August 23, 2026. The value of this grant will be pro-rated to account for the fact that Mr. Maddox will be serving as a director for approximately ten of the twelve months since the Company’s continuing outside directors received their annual restricted stock grants at a pre-established value of $85,000 (which grant was made on May 20, 2026). There are no transactions or agreements between Mr. Maddox and either the Company or the Bank that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Maddox’s appointment, the Company and the Bank have each expanded the sizes of their respective Boards of Directors from 10 to 11 directors, which in each case is within the ranges set forth in the Company’s and the Bank’s respective By-laws. This expansion will help each of the Boards enhance its directors’ skill set mix, geographic representation and diversity.
The press release announcing Michael J. Maddox appointment is attached as Exhibit No. 99.1 to this Form 8‑K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release dated July 22, 2026, announcing appointment of Michael J. Maddox as a director of the Company and the Bank, effective as of July 22, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CVB FINANCIAL CORP.
Date:
July 23, 2026
By:
/s/ E. Allen Nicholson
E. Allen Nicholson
Executive Vice President and Chief Financial Officer
EX-99.1
EX-99.1
Filename: cvbf-ex99_1.htm · Sequence: 2
EX-99.1
Exhibit 99.1
Press Release
For Immediate Release
Contact: David A. Brager
Chief Executive Officer
(909) 980-4030
CVB Financial Corp. Announces Appointment of New Director
ONTARIO, Calif., July 22, 2026 – CVB Financial Corp. (NASDAQ: CVBF), the holding company for Citizens Business Bank, National Association, (the “Bank”), is pleased to announce the appointment of Michael J. Maddox as a Director of CVBF. Mr. Maddox has also been appointed to the Board of Directors of the Bank. His addition increases the number of board members for both CVBF and the Bank from 10 to 11.
“We are pleased to welcome Mr. Maddox to the Boards of CVBF and Citizens Business Bank,” said George A. Borba Jr., Chairman of the Boards for CVBF and the Bank. “Mr. Maddox brings a highly relevant combination of public company CEO leadership, board governance expertise, capital markets experience and extensive knowledge of the banking sector, all of which aligns closely with the Bank’s long-term strategic objectives.”
“I am honored to join the boards and to work alongside a respected leadership team,” said Mr. Maddox. “I look forward to contributing to the company’s continued growth and supporting its strong commitment to clients, shareholders and the communities it serves.”
Mr. Maddox has over 20 years of banking experience. Mr. Maddox served as President and Chief Executive Officer of CrossFirst Bankshares, Inc. (Nasdaq: CFB) from June 1, 2020 and as Chief Executive Officer and a member of the board of CrossFirst Bank from November 2008 until their mergers with First Busey Corporation (Nasdaq: BUSE) and Busey Bank in March 2025. Mr. Maddox then served as President and Vice Chairman of First Busey Corporation and President and Chief Executive Officer of Busey Bank from March 2025 to January 2026. While at CrossFirst Bank, he also served as the bank’s president from November 2008 to July 2022 when the roles of CEO and President of CrossFirst Bank were split. Prior to joining CrossFirst Bank, he was a Regional President for Intrust Bank. In this role, he managed Intrust Bank’s operations in Northeast Kansas. Mr. Maddox’s areas of expertise include board governance, capital strategy, banking operations, risk management, market expansion, and organizational leadership.
Mr. Maddox holds a Juris Doctor and a Bachelor of Science in Business from the University of Kansas. He also completed the Graduate School of Banking at the University of Wisconsin – Madison in 2003.
Corporate Overview
CVB Financial Corp. (“CVBF”) is the holding company for Citizens Business Bank, National Association. CVBF is one of the ten largest bank holding companies headquartered in California with more than $20 billion in total assets. Citizens Business Bank, National Association, is consistently recognized as one of the top performing banks in the nation and offers a wide array of banking, lending and investing services with more than 75 banking centers and three trust office locations serving California.
Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF”. For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab.
Forward-Looking Statements
Certain matters set forth herein may constitute forward-looking statements within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to forward-looking statements relating to the Company’s current business plans and expectations, growth projections, and our future financial position and operating results. Words such as “will likely result, “aims”, “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “may”, “plans”, “projects”, “seeks”, “should”, “will” and variations of these words and similar expressions help to identify these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, all the risk factors set forth in the Company’s public reports filed with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov, including its Annual Report on Form 10-K for the year ended December 31, 2025, and particularly the discussion of risk factors within that document. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law.
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