Jones Robertson Clay JR 4

What Happened
Jones Robertson Clay Jr, President and a Director of CVB Financial Corp. (CVBF), acquired a total of 254,767 CVB shares on April 17, 2026. That total breaks down as 244,767 shares received in connection with CVB’s acquisition of Heritage Commerce Corp. (conversion at no cash price) and 10,000 restricted shares granted as an award (reported price $0.00). The conversion shares were received under the merger terms; the 10,000 restricted shares vest in equal annual installments over three years.

Key Details

• Transaction date: April 17, 2026. Form 4 filed April 21, 2026 (within the two-business-day reporting window).
• Transaction codes: A = Award/Grant. Reported price: $0.00 for both entries (shares issued/conversion and restricted award).
• Share counts: 244,767 shares (merger conversion, footnote F1); 10,000 restricted shares (award, footnote F2); total 254,767 shares acquired.
• Footnote F1: Shares converted from Heritage Commerce Corp. stock at the merger ratio of 0.65 CVB share per Heritage share; fractional shares, if any, were paid in cash.
• Footnote F2: The 10,000 restricted stock awards vest in equal annual installments over three years from April 17, 2026.
• Shares owned after the transaction: not specified in the provided filing excerpt — see the full Form 4 for post-transaction holdings.

Context: These transactions reflect merger-related conversion of previously held Heritage shares and a time‑based restricted stock grant. Such non–open-market acquisitions (merger conversions and restricted awards) are routine corporate actions and do not by themselves indicate insider buying or selling sentiment.