Nicholson E Allen 4

What Happened
Nicholson E. Allen, EVP & CFO of CVB Financial Corp (CVBF), had restricted stock awards vest on Jan 24–25, 2026 and had shares withheld to satisfy tax withholding. On 1/24/2026, 2,255 shares were withheld/disposed at $19.84 each for $44,739; on 1/25/2026, 1,712 shares were withheld/disposed at $19.84 each for $33,966. Total withheld/disposed: 3,967 shares for $78,705. These transactions are coded F (tax withholding).

Key Details

• Transaction dates & prices: 1/24/2026 — 2,255 shares @ $19.84 ($44,739); 1/25/2026 — 1,712 shares @ $19.84 ($33,966).
• Total: 3,967 shares; aggregate value ≈ $78,705.
• Shares owned after transaction: not disclosed in the provided filing.
• Footnotes: F1 = withholding of RSA vested on 1/24/2026 to pay taxes; F2 = withholding of RSA vested on 1/25/2026 to pay taxes.
• Filing: Report filed 2026-01-26; transactions occurred 1/24–1/25/2026 — filing appears timely (Form 4 due within two business days for officers).
• Transaction code meaning: F = tax withholding (a disposition of shares to cover tax obligations).

Context
These were tax-withholding disposals tied to vested restricted stock awards (RSAs), a routine administrative transaction that doesn’t necessarily signal a change in the insider’s view of the company. This is different from an open-market sale (S) or a purchase (P); withheld shares are surrendered to cover payroll/tax obligations rather than representing a deliberate cash sale for investment purposes.