CVB FINANCIAL CORP Stock Compensation Disclosure

15. STOCK-BASED COMPENSATION PLANS

In May 2018, the shareholders approved the 2018 Equity Plan which authorizes the issuance of up to 9,000,000 shares of CVB’s common stock for eligible participants, which include all of the Company’s employees, officers, and directors, and expires in 2028. The plan authorizes the issuance of a variety of types of equity awards, which include incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and other stock-based awards, including performance-based restricted stock units. The 2018 Equity Plan replaced the 2008 Equity Incentive Plan. No further grants will be made under the 2008 Equity Incentive Plan, but shares may continue to be issued under such plan pursuant to grants previously made. As of December 31, 2025, we have 1,530,595 outstanding options, unvested RSAs, RSUs and PRSUs under our Equity Plans.

Stock Options

The Company expensed $573,000, $477,000, and $384,000, for the years ended December 31, 2025, 2024 and 2023, respectively.

The estimated fair value of the options granted during 2025 and prior years was calculated using the Black-Scholes options pricing model. There were 55,300, 95,000 and 107,000 options granted during 2025, 2024 and 2023, respectively. The options will vest, in equal installments, over a five-year period. The fair value of each stock option granted in 2025, 2024 and 2023, was estimated on the date of grant using the following weighted-average assumptions.

The expected volatility is solely based on the daily historical stock price volatility over the expected option life. The expected life of options granted is derived from the output of the option valuation model and represents the period of time an optionee will hold an option before exercising it. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury five-year constant maturity yield curve in effect at the time of the grant. The Company accounts for forfeitures as they occur, rather than to estimate forfeitures over the vesting period.

The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $146,000, $131,000 and $53,000, respectively.

As of December 31, 2025, there was a total of $1.2 million in unrecognized compensation cost related to nonvested options granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.91 years. The total fair value of options vested was $457,000, $361,000 and $267,000 during 2025, 2024 and 2023, respectively. Cash received from stock option exercises was $383,000, $565,000 and $210,000, in 2025, 2024 and 2023, respectively.

At December 31, 2025, options for the purchase of 407,700 shares of CVB’s common stock were outstanding under the above plans, of which options to purchase 239,150 shares were exercisable at prices ranging from $16.62 to $24.83.

Restricted Stock Awards, Restricted Stock Units and Performance-Based Restricted Stock Units

The Company granted 424,000, 524,000 and 484,000 restricted stock awards during 2025, 2024 and 2023 respectively. The weighted average grant date fair value of RSAs, RSUs and PRSUs granted in 2025, 2024 and 2023 was $21.47 per share, $17.91 per share and $22.44 per share, respectively. These awards will vest, in equal installments, over a period of approximately one to five years.

Compensation cost is recognized over the requisite service period, which is approximately one to five years, and amounted to $9.2 million, $9.8 million and 9.1 million during the years ended December 31, 2025, 2024 and 2023, respectively. Total unrecognized compensation cost related to RSAs and PRSUs was $13.9 million at December 31, 2025.