As filed with the Securities and Exchange Commission on September 14, 2021

Registration No. 333-[•]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

701 N. Haven Avenue, Suite 350

Ontario, California 91764

(909) 980-4030

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David A. Brager

Chief Executive Officer

CVB Financial Corp.

701 N. Haven Avenue, Suite 350

Ontario, California 91764

(909) 980-4030

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.

PRELIMINARY PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION—Dated September 14, 2021

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

To Suncrest Bank Shareholders:

The board of directors of Suncrest Bank has approved an agreement (the “merger agreement”) for the merger of Suncrest Bank with and into Citizens Business Bank, a wholly-owned subsidiary of CVB Financial Corp. Before we can complete the merger, we must obtain the approval of the shareholders of Suncrest Bank. We are sending you this document to ask for your approval of the principal terms of the merger agreement at the special shareholder meeting of Suncrest Bank, which will be held on [•], 2021 at [•], local time. The merger agreement, which is attached as Annex A to the accompanying proxy statement/prospectus, sets forth the terms of the merger.

In the proposed merger, Suncrest Bank will merge with and into Citizens Business Bank in a stock and cash transaction valued at approximately $203 million in the aggregate, based on the closing price of CVB Financial Corp. common stock on July 27, 2021, the last trading day prior to our public announcement of the merger, and approximately $[•] million in the aggregate, based on the closing price of CVB Financial Corp. common stock on [•], 2021. Suncrest Bank shareholders will receive fixed consideration consisting of 0.6970 shares of CVB Financial Corp. common stock and $2.69 per share in cash for each share of Suncrest Bank common stock outstanding at the effective time of the merger, subject to the merger consideration adjustments and other terms and conditions set forth in the merger agreement, as further described in the accompanying proxy statement/prospectus.

The merger consideration will be reduced, on a per share basis, by the sum of the following, if any: (i) a common equity tier 1 capital adjustment (i.e., the amount, if any, by which the adjusted common equity tier 1 capital of Suncrest Bank is below $122.9 million (the “tier 1 benchmark”) and multiplying such difference, if any, by 1.5; plus (ii) a transaction costs adjustment (i.e., the amount, if any, by which certain specified transaction costs of Suncrest Bank exceed $5.8 million).

Based on the closing price of CVB Financial Corp. common stock on July 27, 2021, the last trading day prior to the public announcement of the merger, and assuming no merger consideration adjustments, the merger consideration represented a value of $16.09 per share of Suncrest Bank common stock. Using the closing price of CVB Financial Corp. common stock on [•], 2021 and assuming no merger consideration adjustments, the merger consideration represented a value of $[•] per share of Suncrest Bank common stock. Accordingly, the dollar value of the stock consideration that Suncrest Bank shareholders may receive will change depending on fluctuations in the market price of CVB Financial Corp. common stock and will not be known at the time you vote on the merger. You should obtain current stock quotations for CVB Financial Corp. common stock, which is listed on the NASDAQ Global Select Market under the symbol “CVBF.”

Giving effect to the merger, we expect Suncrest Bank shareholders would hold, in the aggregate, approximately 6% of CVB Financial Corp.’s outstanding common stock following the merger.

The merger is subject to the receipt of the required approval by the shareholders of Suncrest Bank and all regulatory approvals, and the satisfaction or waiver of all other conditions to closing as described in the accompanying proxy statement/prospectus.

The accompanying proxy statement/prospectus contains a more complete description of the special meeting and the terms of the merger agreement and the merger. We urge you to review that entire document carefully. In particular, you should read the “Risk Factors” section beginning on page 16 of the proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed merger and how they will affect you. You may also obtain information about CVB Financial Corp. from documents that CVB Financial Corp. has filed with the Securities and Exchange Commission.

Suncrest Bank will hold a special shareholders’ meeting to vote on the merger agreement on [•], 2021 at [•], at [•] local time. Detailed instructions for participation can be found in the notice of special shareholder meeting that accompanies this proxy statement/prospectus.

Your vote is very important. Whether or not you plan to attend the special meeting, please take the time to submit your proxy in accordance with the voting instructions contained in this document. If you do not vote, abstain from voting or do not instruct your broker how to vote any shares held by you in “street name,” the effect will be a vote “AGAINST” the merger.

After careful consideration, the Suncrest Bank board of directors unanimously recommends that the shareholders of Suncrest Bank vote “FOR” approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, and “FOR” the grant of discretionary authority to adjourn the special meeting as necessary or appropriate.

We enthusiastically support the merger and believe it to be in the best interests of the Suncrest Bank shareholders.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the issuance of the CVB Financial Corp. common stock in connection with the merger or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This proxy statement/prospectus is dated [•], 2021 and is first being mailed to shareholders of Suncrest Bank on or about [•], 2021.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

CVB Financial Corp. files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or the “SEC.” You can read CVB’s filings over the Internet. CVB Financial Corp.’s SEC filings are available to the public at the SEC’s website at http://www.sec.gov. You may also obtain these documents, free of charge, from CVB Financial Corp. at www.cbbank.com under the “Investors” tab and then under the heading “SEC Filings.”

CVB Financial Corp. has filed a registration statement on Form S-4 of which this document forms a part. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits, at the address set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This document incorporates by reference documents that CVB Financial Corp. has previously filed with the SEC. They contain important information about CVB Financial Corp. and its financial condition. For more information, please see the section entitled “Incorporation of Certain Documents by Reference.” These documents are available without charge to you upon written or oral request to CVB Financial Corp.’s principal executive office, which is listed below:

CVB Financial Corp.

701 N. Haven Avenue, Suite 350

Ontario, California 91764

Attention: Corporate Secretary

Telephone: (909) 980-4030

If you would like to request any CVB Financial Corp. documents, your request should be sent in time to be received by CVB Financial Corp. no later than [•], 2021 in order for you to receive the documents before the special meeting.

Suncrest Bank does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and accordingly does not file documents or reports with the SEC.

If you are a Suncrest Bank shareholder and have questions about the merger or submitting your proxy, or if you need additional copies of this proxy statement/prospectus or proxy card, you should contact Suncrest Bank’s proxy solicitor:

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Toll-Free Telephone: (866) 647-8869 (Toll Free)

CVB Financial Corp. common stock is traded on the NASDAQ Global Select Market under the symbol “CVBF,” and Suncrest Bank common stock is quoted on the OTC Markets’ OTCQX market under the symbol “SBKK.”

501 West Main Street, Visalia, California 93291

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF

SUNCREST BANK

To Be Held [•], 2021

To the Shareholders of Suncrest Bank:

Notice is hereby given that, pursuant to the terms of its bylaws and the call of its board of directors, a special meeting of shareholders of Suncrest Bank will be held at [•] on [•], 2021. The special meeting will convene at [•] [•].m. local time for the following purposes:

No other business may be conducted at the special meeting.

The merger agreement, which is attached as Annex A to the accompanying proxy statement/prospectus, sets forth the terms of the merger. The transaction is also more fully described in the enclosed proxy statement/prospectus. You are urged to read these documents carefully and in their entirety. In particular, see “Risk Factors” beginning on page 16 of the accompanying proxy statement/prospectus.

Only shareholders of record at the close of business on [•], 2021 will be entitled to notice of and to vote at the special meeting or at any postponement or adjournment thereof. The proposals to approve the principal terms of the merger agreement and the transactions contemplated thereby, including the merger, requires the affirmative vote of at least a majority of the shares of Suncrest Bank common stock outstanding as of the record date for the special meeting. The proposal to grant discretionary authority to adjourn the special meeting, if necessary, to solicit additional proxies or votes requires the affirmative vote of at least a majority of the shares of Suncrest Bank common stock present in person or represented by proxy and voting at the special meeting (which affirmative vote constitutes at least a majority of the required quorum).

Suncrest Bank shareholders will be given the opportunity to exercise dissenters’ rights in accordance with certain procedures specified in California Corporations Code Sections 1300, et. seq., which sections are attached as Annex C to the attached proxy statement/prospectus and incorporated herein by reference. Suncrest Bank shareholders who do not vote in favor of the merger may demand that Suncrest Bank acquire their shares of Suncrest Bank common stock for cash at their fair market value as of July 27, 2021, the day of, and immediately prior to, the first public announcement of the terms of the merger, excluding any appreciation or depreciation in

consequence of the merger. Suncrest Bank shareholders dissenting must file written demands that Suncrest Bank acquire their shares of Suncrest Bank common stock for cash and comply with the other procedural requirements set forth in California Corporations Code Sections 1300, et. seq. For additional details about dissenters’ rights, please refer to “Dissenters’ Rights for Holders of Suncrest Shares” beginning on page 53 and Annex C to the accompanying proxy statement/prospectus.

The Suncrest Bank board of directors unanimously recommends that you vote in favor of approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, and the grant of discretionary authority to adjourn the special meeting, as described in the proxy statement/prospectus.

Whether or not you plan to attend the special meeting, please sign, date and return the enclosed proxy card in the postage prepaid envelope provided, or cast your vote by telephone or Internet by following the instructions on your proxy card, as soon as you can. The vote of every shareholder is important, and we appreciate your cooperation in returning your executed proxy promptly. If you do not vote, abstain from voting or do not instruct your broker how to vote any shares held by you in “street name,” the effect will be a vote “AGAINST” the merger.

Your proxy, or your telephone or Internet vote, is revocable and will not affect your right to vote in person if you attend the special meeting. If your shares are registered in your name and you attend the special meeting, you may simply revoke your previously submitted proxy by voting your shares at that time. If you receive more than one set of proxy materials because your shares are registered in different names or addresses, you will need to follow the instructions in each set of proxy materials that you receive to ensure that all your shares will be voted at the special meeting. If your shares are held by a broker or other nominee holder, and are not registered in your name, you will need additional documentation from your broker or other record holder to vote your shares in person at the special meeting. Please indicate on the proxy card whether or not you expect to attend the special meeting in person.

We expect to hold the special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations. In that regard, only shareholders will be admitted to the special meeting. No guests will be permitted. For safety and security purposes, you will need to obtain authorization in advance to attend the special meeting in person. To do so, please make your request by mail to Suncrest Bank at 501 West Main Street, Visalia, California 93291, Attention: Jean Carandang, or by email at jcarandang@suncrestbank.com. Suncrest Bank must receive your request for pre-authorization on or before [•].

We appreciate your continuing support and look forward to seeing you at the special meeting.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are brief answers to certain questions that you may have about the Suncrest Bank special meeting and the merger. We urge you to read carefully the remainder of this proxy statement/prospectus, including the risk factors beginning on page 16, because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is contained in the documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference.”

Unless the context otherwise requires, throughout this proxy statement/prospectus, “CVB” refers to CVB Financial Corp., “Citizens” refers to Citizens Business Bank, “Suncrest” refers to “Suncrest Bank” and “we,” “us” and “our” refers to Suncrest. Additionally, we refer to the proposed merger of Suncrest with and into Citizens as the “merger,” and the Agreement and Plan of Reorganization and Merger, dated as of July 27, 2021, by and among CVB, Citizens and Suncrest as the “merger agreement.”

This document is both a proxy statement of Suncrest and a prospectus of CVB. It is a proxy statement because the Suncrest board of directors is soliciting proxies from Suncrest’s shareholders for use at the special meeting. It is a prospectus because CVB will issue shares of its common stock in exchange for shares of Suncrest common stock as the consideration to be paid in the merger.

ii

Under the merger agreement, (i) dissenting shares mean any shares of Suncrest common stock that meet the requirements of dissenting shares under the California Corporations Code; and (ii) excluded shares mean any shares of Suncrest common stock held by CVB or any direct or indirect wholly-owned subsidiary of CVB or by Suncrest or any direct or indirect wholly-owned subsidiary of Suncrest, other than those held in a fiduciary capacity or as a result of debts previously contracted. See “The Merger – Dissenters’ Rights for Holders of Suncrest Shares.”

Suncrest will not transact any other business at the special meeting.

The cash merger consideration will be reduced, on a per share basis, by the sum of the following, if any:

Please see “The Merger—Merger Consideration” for further discussion of the merger consideration.

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Each of the Suncrest directors and executive officers and certain other shareholders of Suncrest have entered into voting and support agreements with CVB and Suncrest, pursuant to which they have agreed to vote “FOR” the approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger. As of the record date, these directors, executive officers and shareholders of Suncrest beneficially owned and were entitled to vote [•] shares of Suncrest common stock, representing approximately 23% of the shares of Suncrest common stock outstanding on that date.

iv

If you hold your shares of Suncrest common stock in “street name” through a bank or broker or other nominee, you should contact your bank or broker or other nominee to change your vote or revoke your proxy.

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For a more detailed discussion of the material U.S. federal income tax consequences of the merger, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 47.

The tax consequences of the merger to any particular holder of Suncrest common stock will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor for a full understanding of the tax consequences of the merger to you.

CVB is not obligated to complete the merger if dissenters’ rights are perfected and exercised with respect to 10% or more of the outstanding shares of Suncrest common stock. Please see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 69.

If you hold your Suncrest shares in certificated form, and do not know where your stock certificates are located, you may want to find them now so you do not experience delays receiving your merger consideration. If you are unable to locate your original Suncrest stock certificate(s), you should contact Continental Stock Transfer & Trust Company, Suncrest’s transfer agent, via email at lost@continentalstock.com.

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1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Toll-Free Telephone: (866) 647-8869

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THE SPECIAL MEETING

Special Meeting (see page 24)

The special meeting will be held at the [•] on [•], 2021, starting at [•] local time. At the special meeting, Suncrest shareholders will be asked to vote on the following matters:

You may vote at the special meeting if you owned shares of Suncrest common stock at the close of business on [•], 2021. On that date, [•] shares of Suncrest common stock were outstanding, approximately [•]% of which were owned and entitled to be voted by Suncrest directors and executive officers. Each of the directors, executive officers and certain of the shareholders of Suncrest has entered into a voting and support agreement with CVB, pursuant to which such Suncrest director, executive officer or shareholder has agreed to vote “FOR” the merger proposal. As of the record date, these Suncrest directors, executive officers and shareholders beneficially owned and were entitled to vote [•] shares of Suncrest common stock, representing approximately 23% of the shares of Suncrest common stock outstanding on that date.

The affirmative vote of a majority of the shares of Suncrest common stock outstanding on the record date will be required to approve the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Suncrest common stock represented (in person or by proxy) at the special meeting and voting on the proposal (which affirmative vote constitutes at least a majority of the required quorum). See “Special Meeting” beginning on page 24 for information regarding voting at the special meeting.

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SELECTED HISTORICAL FINANCIAL INFORMATION

The following tables present selected historical financial information of CVB and selected historical financial information of Suncrest. This information is intended to aid you in understanding the financial aspects of the merger. The historical financial information shows the actual financial condition and results of operations of CVB and Suncrest for the years indicated.

Selected Historical Financial Information of CVB

The following table summarizes consolidated financial results of CVB for the periods and at the dates indicated and should be read in conjunction with CVB’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that CVB has previously filed with the SEC. Historical financial information for CVB can be found in its Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the period ended June 30, 2021. Please see the section entitled “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference” for instructions on how to obtain the information that has been incorporated by reference. You should not assume the results of operations for past periods indicate results for any future period.

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Selected Historical Financial Information of Suncrest

The following table summarizes financial results of Suncrest for the periods and the dates indicated. You should not assume the results of operations for past periods indicate results for any future period.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share, and the cash dividends paid per share, of CVB common stock, which trades on the NASDAQ Global Select Market under the symbol “CVBF,” and the high and low bid price per share, and the cash dividends paid per share, for Suncrest common stock, which trades very infrequently on the OTC Markets Group’s OTCQX market under the symbol “SBKK.” Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The OTCQX is an electronic, screen-based market which imposes considerably less stringent listing standards than the NASDAQ Global Select Market. Historical trading in Suncrest common stock has not been extensive and such trades cannot be characterized as constituting an active trading market.

The following table sets forth the closing sale prices per share of CVB common stock and Suncrest common stock on July 27, 2021, the last trading day before the first public announcement of the terms of the merger, and on [•], 2021, the latest practicable date before the date of this proxy statement/prospectus. The following table also includes the equivalent market value of the merger consideration per share of Suncrest common stock on July 27, 2021 and [•], 2021.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “Caution Regarding Forward-Looking Statements,” you should carefully consider the following risks relating to the merger before deciding how to vote at the special meeting. You should also consider the risks relating to the business of CVB because these risks will also affect the combined company. The risks relating to the business of CVB can be found in CVB’s Annual Report on Form 10-K for the year ended December 31, 2020, as amended or updated by any subsequent documents filed with the Securities and Exchange Commission, which are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference.”

Because the market price of CVB and Suncrest common stock will fluctuate and the exchange ratio will not adjust for such changes, Suncrest shareholders cannot be sure of the market value of the CVB common stock that they will receive in the merger.

Upon completion of the merger, each outstanding share of Suncrest common stock will be converted into 0.6970 shares of CVB common stock, with cash being paid in lieu of the issuance of fractional shares, and $2.69 per share in cash, subject to adjustment. The stock exchange ratio will not be adjusted for changes in the market price of CVB common stock or Suncrest common stock, whether such changes in market price result from an improvement or decline in the financial condition or operating results of either company, general market and economic conditions, regulatory considerations, the timing of the merger or other factors. Changes in the price of CVB common stock prior to the merger will therefore affect the value that CVB will pay, through the issuance of CVB common stock, and that Suncrest common shareholders will receive in the merger. For example, based on the range of closing prices of CVB common stock during the period from July 27, 2021 the last trading day before public announcement of the merger, through [•], 2021, the most recent trading day preceding the completion of this proxy statement/prospectus for which that information is available, the merger consideration represented a value ranging from a high of $[•] to a low of $[•] for each share of Suncrest common stock (assuming no other merger consideration adjustments under the merger agreement). Neither CVB nor Suncrest is permitted to terminate the merger agreement or resolicit the vote of Suncrest shareholders solely because of changes in the market price of the common stock of CVB or Suncrest.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, cannot be met or may have a material adverse effect on the combined company following the merger.

Before the merger may be completed, various approvals or consents from bank regulatory authorities must be obtained, including the FDIC and the CDFPI. These approvals or consents require consideration by the bank regulatory authorities of various factors, including assessments of the managerial and financial resources and future prospects of the resulting institutions and the competitive effect of the contemplated transactions. The Community Reinvestment Act of 1977, as amended (the “CRA”), also requires that the bank regulatory authorities, in deciding whether to approve the merger, assess the records of performance of Citizens and Suncrest in meeting the credit needs of the communities they serve, including low and moderate income neighborhoods.

There can be no assurance as to whether the regulatory approvals or consents will be received, the timing of those approvals and consents, or whether any conditions will be imposed. The merger agreement contains a condition to the obligation of each of CVB and Suncrest to close the merger that the required regulatory approvals and consents generally do not require any action, condition or restriction that (i) would reasonably expected be likely to have a material adverse effect on CVB or (ii) require CVB, Citizens or the combined company to raise additional capital or accept any restriction on its ability to operate its businesses that would materially reduce the economic benefits of the merger to CVB and Citizens to such a degree that they would not

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have entered into the merger agreement had such conditions, restrictions or requirements been known as of the date of the merger agreement. Please see “The Merger— Regulatory Approvals Required for the Merger” beginning on page 51 for more information. Accordingly, if the required regulatory approvals and consents are not obtained, of if such approvals and consents contain any such materially burdensome regulatory conditions, the merger agreement may be terminated and the merger may not be completed.

Suncrest will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have a material adverse effect on Suncrest and consequently, if the merger occurs, on CVB. These uncertainties may impair Suncrest’s ability to attract or motivate key personnel until the merger is completed and could cause customers, vendors and others that deal with Suncrest to seek to change existing business relationships. Retention of certain employees may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with CVB. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, CVB’s business following the merger could be negatively affected. These departures could also negatively affect Suncrest’s business if the merger is not completed. In addition, the merger agreement restricts Suncrest from making taking certain actions until the merger occurs, without the consent of CVB. These restrictions may prevent Suncrest from pursuing attractive business opportunities that may arise prior to the completion of the merger.

The merger may distract management of CVB, Citizens and Suncrest from their other responsibilities.

The merger could cause the management of CVB, Citizens and Suncrest to focus their time and energies on matters related to the merger that otherwise would be directed to their respective businesses and operations. Any such distraction on the part of management, if significant, could affect the ability of CVB, Citizens and Suncrest to service existing business and develop new business and may adversely affect their businesses and earnings.

Combining the two companies may be more difficult, costly or time-consuming than expected.

Citizens and Suncrest have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger will depend, in part, on the ability to successfully combine the businesses of Citizens and Suncrest upon the completion of the merger. It is possible that the integration process could result in:

The loss of key employees could adversely affect the ability of Citizens, Suncrest and/or the combined company to successfully conduct businesses in the markets in which Citizens and Suncrest now operate, which could have a material adverse effect on their financial results and the value of CVB common stock to be received in the merger. In addition, if the combined company experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Citizens, Suncrest and/or the combined company to lose customers or cause customers to remove their accounts from Citizens, Suncrest and/or the combined company and move their business to competing financial institutions. These integration matters could have a material adverse effect on each of Citizens and Suncrest during this transition period and for an undetermined period after consummation of the merger.

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The combined company may fail to realize cost savings for the merger.

Although CVB, Citizens and Suncrest expect to realize cost savings from the merger when fully phased in, it is possible that these potential cost savings may not be realized fully or realized at all, or may take longer to realize than expected. For example, future business developments may require the combined company to continue to operate or maintain some facilities or support functions that are currently expected to be combined or reduced. Cost savings also depend on the combined company’s ability to combine the businesses of Citizens and Suncrest in a manner that permits those costs savings to be realized. If the combined company is not able to combine the two companies successfully, these anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected. This in turn could reduce or otherwise adversely affect the profitability of the combined company and adversely affect its stock price.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to close. Those conditions include, but are not limited to, the receipt of Suncrest shareholder approval, the receipt of all required regulatory approvals, the continued accuracy of representations and warranties by both parties and the performance by both parties of covenants and agreements, and the absence of a material adverse effect on CVB or Suncrest since the date of the merger agreement. In addition, CVB’s obligation to close is subject to satisfaction of the following minimum financial measures by Suncrest as of the measurement date: (i) adjusted common tier 1 capital of Suncrest shall be not less than $122.9 million, (ii) total non-interest bearing deposits of Suncrest shall be equal to or greater than $470 million, (iii) the adjusted total loans of Suncrest shall be equal to or greater than $745 million and (iv) the allowance for loan losses shall be not less than $8,504,000. See “The Merger Agreement—Conditions to Completion of the Merger” for a more complete discussion of the conditions to consummation of the merger. In addition, CVB may choose to terminate the merger agreement if Suncrest makes a change in recommendation or materially breaches its non-solicitation covenants under the merger agreement, and Suncrest may elect to terminate the merger agreement to enter into a definitive agreement for a superior acquisition proposal. See “The Merger Agreement—Termination” for a more complete discussion of the circumstances under which the merger agreement could be terminated. There can be no assurance that the conditions to closing the merger will be fulfilled or that the merger will be completed.

Failure to complete the merger could negatively affect the market price of Suncrest common stock and result in other adverse consequences.

If the merger is not completed for any reason, Suncrest will be subject to a number of material risks, including the following:

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For further information on the closing conditions and the termination provisions of the merger agreement, see “The Merger Agreement—Termination” on page 71 and “The Merger Agreement—Conditions to Completion of the Merger” on page 69.

The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire Suncrest.

Until the completion of the merger, with certain exceptions, Suncrest is prohibited from initiating, soliciting, encouraging or knowingly facilitating any inquiries with respect to an acquisition proposal, such as a merger, business combination or similar transaction, with any person or entity other than CVB. In addition, Suncrest has agreed to pay a termination fee of $8,325,000 to CVB if it terminates the merger agreement to, among other things, enter into a definitive agreement relating to an acquisition proposal or if the other party terminates the merger agreement because, among other things, its board of directors fails to recommend the merger or makes a change in its recommendation of the merger, or fails to comply with the provisions of the merger agreement prohibiting solicitation of other acquisition proposals. These provisions could discourage other companies from trying to acquire Suncrest even though such other companies might be willing to offer greater value to Suncrest shareholders than offered in the merger agreement. The payment of the termination fee also could have a material adverse effect on the financial condition of Suncrest.

Impairment of goodwill resulting from the merger may adversely affect our results of operations.

Goodwill and other intangible assets are expected to increase as a result of the merger. Based on CVB’s preliminary purchase price allocation, goodwill of approximately $61.8 million and core deposits intangibles of approximately $2.0 million are currently expected to be recorded by CVB as a result of the merger. The actual amount of goodwill and core deposits intangibles recorded may be materially different and will depend on a number of factors, including changes in the net assets acquired and changes in the fair values of the net assets acquired. Potential impairment of goodwill and amortization of other intangible assets could adversely affect CVB’s financial condition and results of operations. CVB assesses its goodwill and other intangible assets and long-lived assets for impairment annually and more frequently when required by generally accepted accounting principles. CVB is required to record an impairment charge if circumstances indicate that the asset carrying values exceed their fair values. CVB’s assessment of goodwill, other intangible assets, or long-lived assets could indicate that an impairment of the carrying value of such assets may have occurred or may occur in a future accounting period, in each case, that could result in a material, non-cash write-down of such assets, which could have a material adverse effect on CVB’s results of operations and future earnings.

The market price of CVB common stock after the merger may be affected by factors different from those affecting the shares of Suncrest or CVB currently.

Upon completion of the merger, holders of Suncrest common stock will become holders of CVB common stock. CVB’s business differs in important respects from that of Suncrest, and, accordingly, the results of operations of the combined company and the market price of CVB common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of CVB and Suncrest. For a discussion of the businesses of CVB and Suncrest and of some important factors to consider in connection with those businesses, see the information provided under “Information about the Companies – CVB Financial Corp. and Citizens Business Bank” on page 76, “Information about the Companies – Suncrest Bank” on page 77 and documents incorporated by reference in this proxy statement/prospectus and referred to under “Incorporation of Certain Documents by Reference” on page 87.

The shares of CVB common stock to be received by holders of Suncrest common stock will have different rights from the shares of Suncrest common stock.

Upon completion of the merger, Suncrest shareholders will become CVB shareholders and their rights as shareholders will be governed by the articles of incorporation of CVB and CVB’s bylaws. The rights associated

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with Suncrest common stock are different from the rights associated with CVB common stock. Please see “Comparison of Rights of Shareholders of CVB and Suncrest” for more information.

Holders of Suncrest common stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Holders of Suncrest common stock currently have the right to vote in the election of the board of directors and on other matters affecting Suncrest. Upon the completion of the merger, each Suncrest shareholder who receives shares of CVB common stock will become a shareholder of CVB with a percentage ownership of CVB that is substantially smaller than the shareholder’s percentage ownership of Suncrest. In the aggregate, CVB current shareholders and Suncrest current shareholders are expected to own approximately 94% and 6%, respectively, of the outstanding shares of CVB common stock when the merger is completed. Because of this, Suncrest common shareholders will have significantly less influence on the management and policies of the combined company than they now have on the management and policies of Suncrest.

Suncrest directors and executive officers have interests in the merger that are different from, or are in addition to, the interests of the shareholders Suncrest.

Suncrest’s executive officers and directors have interests in the merger that are different from, or in addition to, the interests of Suncrest shareholders generally. Such interests include the following: (1) many of Suncrest’s executive officers and directors have unvested stock options and/or Suncrest Stock Awards that will be accelerated and vest in full on the completion of the merger; (2) Suncrest’s executive officers are participants in plans and party to agreements that provide for severance payments and other benefits upon a change in control of Suncrest and/or a qualifying termination of employment following such a change in control; and (3) Suncrest’s directors and executive officers are entitled to continued indemnification and insurance coverage following the closing of the merger. These interests are described in more detail under the section entitled “The Merger—Interests of Suncrest Directors and Executive Officers in the Merger.”

Litigation may be filed against CVB or Suncrest (or their respective boards of directors) that could prevent or delay the completion of the merger or result in the payment of damages following completion of the merger.

In connection with the merger, it is possible that shareholders may file putative class action lawsuits against CVB or Suncrest (or their respective boards of directors). Among other remedies, these shareholders could seek to enjoin the merger. The outcome of any such litigation is uncertain. If a dismissal is not granted or a settlement is not reached, such potential lawsuits could prevent or delay completion of the merger and result in substantial costs to CVB and Suncrest, including any costs associated with indemnification obligations of CVB or Suncrest. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is consummated may adversely affect the combined company’s business, financial condition, results of operations, cash flows and market price.

The fairness opinion received by the Suncrest board of directors from MJC has not been, and is not expected to be, updated to reflect any changes in circumstances that may have occurred since the date of the opinions.

The fairness opinion of MJC was delivered to the Suncrest board of directors on July 27, 2021. Changes in the operations and prospects of CVB or Suncrest, general market and economic conditions and other factors which may be beyond the control of CVB and Suncrest may have altered the value of CVB or Suncrest or the sale prices of shares of CVB common stock and Suncrest common stock as of the date of this proxy statement/prospectus, or may alter such values and sale prices by the time the merger is completed. The opinion from MJC does not speak as of any date other than July 27, 2021. For a description of the opinion that Suncrest received from its financial advisor, see “The Merger—Opinions of Suncrest’s Financial Advisor” beginning on page 35. For a description of the other factors considered by the Suncrest board of directors in determining to approve the merger, see “The Merger—Suncrest’s Reasons for the Merger; Recommendation of the Merger by the Suncrest Board of Directors” beginning on page 32.

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to CVB, Citizens, Suncrest and the combined company. These statements may be made directly in this proxy statement/prospectus or they may be made a part of this proxy statement/prospectus by appearing in other documents filed with the Securities and Exchange Commission by CVB and incorporated herein by reference. These statements include statements regarding the period following completion of the merger.

Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “plans,” “may,” “intend,” “projects,” “possibility,” “aims,” “target,” “objective,” “goal,” “seek” and words and terms of similar substance used in connection with any discussion of future operating or financial performance of CVB, Citizens, Suncrest, the combined company or the merger help identify forward-looking statements. All of these forward-looking statements are CVB’s or Suncrest’s management’s present expectations or forecasts of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition to the factors relating to the merger discussed under the caption “Risk Factors” beginning on page 16, the following risks related to the businesses of CVB, Citizens and Suncrest, among others, could cause CVB’s, Citizens’ or Suncrest’s actual results or those of the combined company to differ materially from those described in the forward-looking statements:

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Neither CVB nor Suncrest undertakes any obligation to update these forward-looking statements, except as required by law. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the information provided under “Information about the Companies – Suncrest Bank” on page 77, “Information about the Companies – CVB Financial Corp. and Citizens Business Bank” on page 76 and documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference”.

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SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement/prospectus is being furnished to you in connection with the solicitation of proxies by the Suncrest board of directors in connection with the special meeting of Suncrest shareholders. The special meeting is scheduled to be held as follows:

[•], 2021

[•]

[•]

[•]

[•], local time

We expect to hold the special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations. In that regard, only shareholders will be admitted to the special meeting. No guests will be permitted. For safety and security purposes, you will need to obtain authorization in advance to attend the special meeting in person. To do so, please make your request by mail to Suncrest Bank at 501 West Main Street, Visalia, California 93291, Attention: Jean Carandang or by email at jcarandang@suncrestbank.com. Suncrest must receive your request for pre-authorization on or before [•].

Purpose of the Special Meeting

Suncrest shareholders of record as of [•], 2021 will be asked to consider and vote upon the following proposals at the special meeting, including any postponement or adjournment thereof:

Proposal No. 1—Merger Proposal

Suncrest is asking its shareholders to approve the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the cancellation of each outstanding share of Suncrest common stock, other than any dissenting shares and excluded shares, in exchange for the right to receive 0.6970 shares of CVB common stock and $2.69 per share in cash, subject to the merger consideration adjustments and other terms in the merger agreement. Holders of Suncrest common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the Suncrest board of directors unanimously approved the merger and the merger agreement and determined that the merger is fair to, and in the best interests of, Suncrest shareholders. See “The Merger—Suncrest’s Reasons for the Merger; Recommendation of the Merger by the Suncrest Board of Directors” included elsewhere in this proxy statement/prospectus for a more detailed discussion of the recommendation of the Suncrest board of directors.

The Suncrest board of directors unanimously recommends that Suncrest shareholders vote “FOR” the merger proposal.

Proposal No. 2—Adjournment Proposal

The special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the merger proposal.

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If, at the special meeting, the number of shares of Suncrest common stock present or represented and voting in favor of the merger proposal is insufficient to approve such proposal, Suncrest intends to move to adjourn the special meeting in order to solicit additional proxies for the approval of the merger proposal.

In the adjournment proposal, Suncrest is asking its shareholders to authorize the holder of any proxy solicited by the Suncrest board of directors on a discretionary basis to vote in favor of adjourning the special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Suncrest shareholders who have previously voted.

The Suncrest board of directors unanimously recommends that Suncrest shareholders vote “FOR” the adjournment proposal.

Record Date for the Special Meeting

The Suncrest board of directors has fixed the close of business on [•], 2021 as the record date for determination of Suncrest shareholders entitled to notice of and to vote at the special meeting. On the record date, [•] shares of Suncrest common stock were outstanding and there were [•] holders of record.

Quorum; Votes Required

A majority of the outstanding shares of Suncrest common stock entitled to vote on the record date must be present, either in person or by proxy, to constitute a quorum at the special meeting. If a quorum is present, in order to be approved, the proposals require the following votes:

At the special meeting, each share of Suncrest common stock will be entitled to one vote on all matters properly submitted to Suncrest shareholders.

Each of the directors and executive officers and certain shareholders of Suncrest has entered into a voting and support agreement with CVB, pursuant to which such Suncrest shareholder has agreed to vote “FOR” the merger proposal. As of the record date, these shareholders beneficially owned and were entitled to vote [•] shares of Suncrest common stock, representing approximately 23% of the shares of Suncrest common stock outstanding on that date.

Attending the Special Meeting

We expect to hold the special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations. In that regard, only shareholders will be admitted to the special meeting. No guests will be permitted. For safety and security purposes, you will need to obtain authorization in advance to attend the special meeting in person. To do so, please make your request by mail to Suncrest Bank at 501 West Main Street, Visalia, California 93291, Attention: Jean Carandang or by email at jcarandang@suncrestbank.com. Suncrest must receive your request for pre-authorization on or before [•].

Proxies

All shares of Suncrest common stock represented by properly executed proxies (including those given through voting by telephone or Internet) received before or at the special meeting will, unless properly revoked, be voted

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in accordance with the instructions indicated on those proxies. If no instructions are indicated on a properly executed proxy, the shares represented thereby will be voted:

If you return a properly executed proxy card or voting instruction card and have indicated that you have abstained from voting, your Suncrest common stock represented by the proxy will be considered present at the special meeting or any adjournment or postponement thereof solely for purposes of determining a quorum.

If your shares are held in an account at a broker or bank or other nominee, you must instruct the broker or bank or other nominee on how to vote your shares by following the instructions provided to you by your broker or bank or other nominee. If you do not provide voting instructions to your broker or bank or other nominee, your shares will not be voted on any proposal on which your broker or bank or other nominee does not have discretionary authority to vote. Under applicable rules, your broker or bank or other nominee does not have discretionary authority to vote on the merger proposal or the adjournment proposal. Consequently, failure to provide instructions to your bank, broker or other nominee on how to vote will result in your shares not being counted as present for purposes of establishing a quorum at the meeting and not being voted on the proposals.

Because approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires the affirmative vote of a majority of the shares of Suncrest common stock outstanding as of the record date, abstentions, failures to vote and failure to provide instructions to your bank, broker or other nominee on how to vote will have the same effect as votes against the merger proposal, including the merger. Accordingly, we urge you to mark each applicable box on the proxy card or voting instruction card to indicate how to vote your shares.

Because this is a special meeting, no matter or proposal other than the proposals described in this proxy statement/prospectus may be brought before the special meeting or any postponement or adjournment thereof.

If you are a Suncrest shareholder of record, you may revoke your proxy at any time before it is voted by:

If you hold your shares of Suncrest common stock through an account at a broker or bank, you should contact your broker or bank to change your vote.

Attendance at the special meeting will not in and of itself constitute revocation of a proxy. If the special meeting is postponed or adjourned, it will not affect the ability of shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the same methods described above, except in certain circumstances that are not currently anticipated. Suncrest would notify shareholders if such circumstances were to occur.

Voting by Telephone or Internet

Suncrest shareholders of record will have the option to submit their proxy cards by telephone or Internet. Please note that there are separate arrangements for voting your shares depending on whether your shares are registered in Suncrest’s stock records in your name or in the name of a broker, bank or other holder of record. If you hold

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your shares through a broker, bank or other holder of record, you should check your proxy card or voting instruction card forwarded to you by your broker, bank or other holder of record to see which options are available.

Suncrest shareholders of record may submit their proxies:

Dissenters’ Rights

In connection with the merger, Suncrest shareholders will have the opportunity to exercise dissenters’ rights in accordance with certain procedures specified in California Corporations Code Sections 1300, et. seq., which sections are attached as Annex C to this proxy statement/prospectus. Suncrest shareholders who do not vote in favor of the merger may demand that Suncrest acquire their shares of Suncrest common stock for cash at their fair market value as of July 27, 2021, the day of, and immediately prior to, the first public announcement of the terms of the merger, excluding any appreciation or depreciation in consequence of the merger. Suncrest shareholders dissenting must file written demands that Suncrest acquire their shares of Suncrest common stock for cash and comply with the other procedural requirements set forth in California Corporations Code Sections 1300, et. seq. For additional details and information on how to exercise your dissenters’ rights, please refer to “The Merger—Dissenters’ Rights for Holders of Suncrest Shares” on page 53 and Annex C to this proxy statement/prospectus.

Solicitation of Proxies

The Suncrest board of directors is soliciting proxies for the special meeting. Suncrest will pay for the cost of solicitation of proxies. In addition to solicitation by mail, Suncrest’s directors, officers and employees may also solicit proxies from shareholders by telephone, facsimile, or in person. Suncrest will not pay any additional compensation to these directors, officers or employees for these activities but may reimburse them for reasonable out-of-pocket expenses. Suncrest has also retained Georgeson LLC to assist with the solicitation of proxies at an estimated cost of $10,000. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materials to beneficial owners. Suncrest will, upon request, reimburse those brokerage houses and custodians for their reasonable expenses in so doing.

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THE MERGER

This section of this proxy statement/prospectus describes material aspects of the proposed merger, including the merger agreement. This summary may not contain all of the information that is important to you. You should carefully read this entire document and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and financial information about CVB into this proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find Additional Information.”

General

CVB, Citizens and Suncrest have entered into the merger agreement, pursuant to which Suncrest will merge with and into Citizens, the separate existence of Suncrest will cease and Citizens will continue as the surviving corporation immediately upon the closing of the merger. The terms of the merger are set forth in the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.

Merger Consideration

In the merger, each outstanding share of Suncrest common stock will be converted into the right to receive 0.6970 shares of CVB common stock, with cash paid in lieu of fractional shares, and $2.69 per share in cash, subject to certain merger consideration adjustments set forth in the merger agreement. At the effective time of the merger, each Suncrest Stock Award will automatically accelerate in full and be converted into the right to receive the merger consideration.

The exchange ratio in the merger will not be adjusted to reflect CVB common stock price changes between now and the closing.

The cash consideration is subject to reduction, on a per share basis, by the sum of the following, if any:

Based on the closing price of CVB common stock on July 27, 2021, the last trading day prior to the public announcement of the merger, and $2.69 per share in cash consideration and assuming no merger consideration adjustments, the merger consideration represented a value of $16.09 per share of Suncrest common stock. Using the closing price of CVB common stock on [•], 2021 and including $2.69 per share in cash consideration, the merger consideration represented a value of $[•] per share of Suncrest common stock. Accordingly, the dollar value of the stock consideration that Suncrest shareholders may receive will change depending on fluctuations in the market price of CVB common stock and will not be known at the time you vote on the merger. You may obtain current stock quotations for CVB common stock, which is listed on the NASDAQ Global Select Market under the symbol “CVBF.”

Based on the 0.6970 exchange ratio and the number of shares of Suncrest common stock outstanding as of the date of the merger agreement, and assuming no merger consideration adjustments, CVB expects that approximately 8.5 million shares of its common stock will become issuable and approximately $33 million in cash will be paid to Suncrest shareholders as a result of the merger. In addition, based on the merger consideration set forth above and assuming the number of shares of Suncrest stock options outstanding as of the

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date of closing is the same as of the date of the merger agreement, CVB anticipates that an additional $6 million will be paid to holders of Suncrest stock options at the closing. Giving effect to the merger, Suncrest shareholders would hold, in aggregate, approximately 6% of CVB’s outstanding common stock following the merger.

At the effective time of the merger, (i) any Suncrest common stock held by CVB or any direct or indirect wholly-owned subsidiary of CVB or by Suncrest or any direct or indirect wholly owned subsidiary of Suncrest, other than those held in a fiduciary capacity or as a result of debts previously contracted, which are referred to as excluded shares, and (ii) any dissenting shares (subject to the procedures for dissenting shares described herein) will automatically be cancelled and retired and will cease to exist and no consideration will be issued in exchange therefor.

Background of the Merger

Each of the CVB and Suncrest board of directors and management regularly review their respective business strategies, opportunities and challenges as part of their consideration and evaluation of their respective long-term prospects, with the goal of enhancing value for their respective shareholders.

For the Suncrest board of directors, those evaluations have included, among other considerations, the business and regulatory environment facing financial institutions generally, as well as conditions and ongoing consolidation in the financial services industry. Strategic discussion topics have typically involved a review of current and projected market conditions, Suncrest’s results of operations, certain peer group information comparisons, reported merger and acquisition activity and selected industry information and analysis provided to the Suncrest board by its management and financial advisors.

Suncrest has regularly evaluated strategic combinations through the acquisition of financial institutions in the Central Valley area of California, as well as strategic combinations with other financial institutions as a means of growing asset size, remaining more competitive and delivering greater value for Suncrest shareholders. In the normal course of its business, Suncrest has, from time to time, received unsolicited verbal inquiries from various sources regarding possible interest in a potential business combination transaction.

In late 2020, Suncrest began discussions regarding a potential strategic transaction with a larger financial institution, which we refer to as Institution A, concerning Institution A’s potential acquisition of Suncrest.

Following a number of discussions with Institution A, Suncrest engaged MJC to act as Suncrest’s exclusive financial advisor on March 7, 2021. MJC is an investment banking firm with substantial experience in similar transactions. Over the years, MJC has conducted strategic planning exercises for Suncrest and its board and, as a result, was familiar with Suncrest’s operations, as well as the merger and acquisition environment. On behalf of the Suncrest board’s Mergers and Acquisitions Committee (the “M&A Committee”), MJC undertook an analysis of Institution A and other potential parties that appeared to have the financial ability to acquire Suncrest at a premium to its market value. This analysis also included the prospects of community banks in general; the current merger and acquisition environment within the banking industry; the opportunity for Suncrest to better leverage its strengths and minimize its risks by engaging in a strategic business combination to enhance shareholder value; the prospects of Suncrest finding a potential partner; the potential risks associated with pursuing a potential business combination, including the disclosure of confidential information to Suncrest’s competitors; the consequences of an abandoned transaction to Suncrest’s shareholders, employees and customers; and the standalone financial forecast of Suncrest and the merits of continuing operations on a standalone basis.

At the direction of the Suncrest M&A Committee, MJC initiated conversations in March 2021 with two larger financial institutions, which we refer to as Institution B and Institution C, and CVB in order to provide Suncrest with potential alternatives to Institution A. In addition, beginning during the month of March 2021, as a result of overtures from MJC, CVB’s CEO and Suncrest’s CEO engaged in detailed discussions about a possible merger transaction between Suncrest and Citizens. Suncrest subsequently executed mutual non-disclosure agreements with Institution B on March 25, 2021, Institution C on April 2, 2021, and CVB on March 23, 2021.

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On March 26, 2021, Mr. McMullan met with CVB’s CEO, David A. Brager, in Ontario, California.

On April 1, 2021, Mr. McMullan and Jean M. Carandang, Suncrest’s Chief Financial Officer, together with MJC, held a video conference call with Institution B to further familiarize Institution B’s leadership team with Suncrest and the opportunity of a potential transaction.

On or around April 3, 2021, Mr. McMullan had a telephone call with Institution C to further familiarize Institution C’s leadership team with Suncrest and the opportunity of a potential transaction.

On April 21, 2021, CVB’s financial advisor, Piper Sandler & Co., which we refer to as Piper Sandler, provided an initial due diligence request list to Suncrest. The following day, Suncrest provided Piper Sandler and CVB access to a virtual data room with due diligence materials.

On April 24, 2021, Institution C’s financial advisor provided an initial due diligence request list to Suncrest, and was provided with access to a virtual data room with due diligence materials.

On April 30, 2021, at the request of Institution C, Suncrest and MJC held a video conference which included Suncrest’s executive management team and the executive management team from Institution C, to discuss several topics of interest to Institution C.

During the week of May 3, 2021, Institution A, Institution C, and CVB verbally proposed an offer structured on fixed exchange ratios. Institution B elected not to participate in this process.

On May 16, 2021, MJC provided Institution A, Institution C and CVB’s financial advisor, Piper Sandler, with a bid instruction letter outlining subjects and matters that should be included in a letter of intent.

At an executive session of the CVB and Citizens boards on May 17, 2021, representatives of Piper Sandler reviewed a detailed presentation, key strategic considerations, including a pro forma financial analysis of a potential combination of the two banks, a range of possible acquisition scenarios and economic terms, and various permutations of CVB stock and cash that could be offered as consideration for any purchase.

On May 20, 2021, Institution C submitted a nonbinding letter of intent proposing an acquisition of Suncrest in an all-stock transaction in which Suncrest shareholders would receive shares of Institution C’s common stock based on a fixed exchange ratio. The value of the consideration proposed by Institution C was $214.9 million or an implied value of $17.53 per share, based on the 20-day volume-weighted average closing price of Institution C’s common stock as reported on the NASDAQ Global Select Market. Including an additional estimated $7.3 million payable to holders of Suncrest stock options, the total value of Institution C’s offer was approximately $222.2 million.

Subsequently, following further discussions among the parties and their respective advisors, on May 21, 2021, the board of CVB reviewed and approved, in form and substance, a letter of intent (LOI) to be delivered to Suncrest containing the terms and conditions of a proposed acquisition offer.

On May 23, 2021, the executive management teams of Suncrest and CVB held a video conference call to discuss several topics of interest to CVB.

On May 24, 2021, CVB submitted a nonbinding letter of intent with a consideration mix of $3.40 in cash and 0.5960 of a share of CVB common stock for each share of Suncrest common stock, with an implied value of $17.00 per share of Suncrest common stock, based on the 20-day volume-weighted average closing price of CVB common stock as reported on the NASDAQ Global Select Market. Including an additional estimated $6.8 million payable to holders of Suncrest stock options, the total value of CVB’s offer was approximately $215.2 million.

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On May 25, 2021, the Suncrest M&A Committee convened a meeting to consider the respective letters of intent received from CVB and Institution C. Institution A elected not to submit a letter of intent providing for a business combination with Suncrest. Representatives of MJC and Suncrest’s outside legal counsel, Sheppard, Mullin, Richter & Hampton, LLP, which we refer to as Sheppard Mullin, attended this meeting. After reviewing the two letters of intent and consultation with its outside advisors, the Suncrest M&A Committee directed MJC to inform both parties that they would need to improve their bids.

On May 26, 2021, after additional discussions among the parties and their respective advisors, CVB’s board of directors approved the issuance of a revised nonbinding letter of intent. The revised LOI offered aggregate merger consideration of 8,542,432 shares of common stock and $32,908,463 cash, equating to a per share consideration mix of 0.6970 of a share of CVB common stock and $2.69 in cash for each share of Suncrest common stock. The total value of CVB’s revised offer as of this date was $228.1 million.

On May 27, 2021, the Suncrest M&A Committee met to consider CVB’s revised offer and the existing offer from Institution C. Representatives of MJC and Sheppard Mullin attended this meeting. At the direction of the Suncrest M&A Committee, Mr. McMullan requested that CVB make changes to its letter of intent concerning, among other things, certain closing conditions, the requirement that Suncrest executives enter into non-competition, non-solicitation and non-disclosure agreements with CVB, adherence to the Suncrest severance policy for Suncrest employees and the length of CVB’s period of exclusivity and anticipated timing of the completion of the transaction.

On June 2, 2021, CVB submitted a revised nonbinding letter of intent. The consideration amount was unchanged from CVB’s May 26, 2021 letter of intent, but the revised letter of intent included a number of updated terms in response to Suncrest’s requests.

On June 3, 2021, Suncrest accepted and executed CVB’s letter of intent and MJC advised Institution C that Suncrest had chosen to pursue a transaction with a different party. Later that day, Piper Sandler, on behalf of CVB, provided MJC with an updated due diligence request list. Suncrest again provided Piper Sandler and CVB access to a virtual data room and began uploading additional documents in response to CVB’s requests. Immediately thereafter, Mr. Brager and designated executives of CVB and Citizens commenced their due diligence review of Suncrest, and Mr. Brager and such designated executives reported on the ongoing results of such due diligence review to CVB’s and Citizens’ respective boards during executive session meetings held on June 16 and July 21, 2021.

On July 5, 2021, the Suncrest M&A Committee held a meeting at which a representative of Sheppard Mullin was present. At that meeting, a representative of Sheppard Mullin reviewed the material terms of CVB’s draft of the merger agreement and discussed the process for executing on the merger with CVB. On July 14, 2021, Sheppard Mullin delivered a revised draft of the merger agreement to CVB’s outside legal counsel, Manatt, Phelps & Phillips, LLP, which we refer to as Manatt, reflecting comments from the Suncrest M&A Committee and Sheppard Mullin.

Over the following days, representatives of CVB and Suncrest discussed and negotiated various terms of the proposed merger agreement and ancillary agreements, including certain financial tests and closing conditions to the merger and which members of the Suncrest board and management would sign non-competition, non-solicitation and non-disclosure agreements.

On July 26, 2021, Manatt provided a final version of the merger agreement and ancillary agreements to Sheppard Mullin, which was in turn distributed to the Suncrest board of directors later that day.

Only July 27, 2021, the Suncrest board of directors, together with representatives from MJC and Sheppard Mullin, met by teleconference to consider the merger agreement and ancillary agreements. At this meeting, MJC reviewed the financial aspects of the proposed merger and rendered to the Suncrest board an opinion to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and

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qualifications and limitations on the review undertaken by MJC as set forth in such opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of Suncrest common stock. Among other matters considered, the Suncrest board of directors reviewed the specific terms of the merger agreement, the form and value of the consideration to be received by Suncrest shareholders, the price and historical performance of CVB’s common stock, current market conditions including comparable bank merger and acquisition transactions, and the implications of the merger for Suncrest employees and customers. Following these discussions, review and analysis of materials provided to the board of directors and discussion among the members of the board of directors, the Suncrest board of directors determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable and in the best interests of Suncrest and its shareholders, and the Suncrest board of directors unanimously voted to approve and adopt the merger agreement, the merger and the other transactions contemplated thereby.

On July 27, 2021 a special joint meeting of the CVB and Citizens board of directors was held to review the proposed merger agreement and the related ancillary documents, copies of which were provided to the boards in advance of the meeting. Representatives of Manatt and Piper Sandler also attended this meeting. Among other things, Mr. Brager and other executive officers of CVB discussed with the boards the terms of the proposed merger, the negotiations to date and the diligence undertaken by CVB and its advisors in respect of Suncrest. A representative of Piper Sandler and a representative of Manatt reviewed with the boards of directors the material terms of the proposed draft definitive agreements. A representative of Piper Sandler also reviewed the financial aspects of the proposed merger and financial analysis related to the merger. Following these discussions, review and analysis of materials provided to the boards of directors and discussion among the members of the boards of directors, the CVB and Citizens board of directors determined that the merger agreement, the merger and the other transactions contemplated thereby are advisable and in the best interests of CVB and its shareholders, and the CVB and Citizens’ boards of directors unanimously voted to approve and adopt the merger agreement, the merger and the other transactions contemplated thereby.

On July 27, 2021, the merger agreement and ancillary agreements were executed and delivered by CVB, Citizens and Suncrest. The transaction was publicly announced in the afternoon of July 27, 2021. Based on a $19.23 per share closing price of CVB common stock on July 27, 2021, the aggregate merger consideration to be paid to Suncrest shareholders was approximately $197 million, or $16.09 per share of Suncrest common stock.

Suncrest’s Reasons for the Merger; Recommendation of the Merger by the Suncrest Board of Directors

The Suncrest board of directors has determined that the merger is fair to and in the best interests of Suncrest and its shareholders and, by the unanimous vote of all of the directors of Suncrest, approved and adopted the merger agreement and the merger. ACCORDINGLY, THE SUNCREST BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL SUNCREST SHAREHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, the Suncrest board of directors evaluated the merger agreement in consultation with Suncrest executive management, as well as Suncrest’s legal counsel and financial advisor, and considered numerous factors, including the following:

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The Suncrest board also considered the potential adverse consequences of the proposed merger, including:

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This description of the information and factors considered by the Suncrest board of directors is not intended to be exhaustive, but is believed to include all material factors the Suncrest board of directors considered. In determining whether to approve and recommend the merger agreement, the Suncrest board of directors did not assign any relative or specific weights to any of the foregoing factors, and individual directors may have weighed factors differently. After deliberating with respect to the merger and the merger agreement, considering, among other things, the reasons discussed above, the Suncrest board of directors approved the merger agreement and the merger as being in the best interests of Suncrest and its shareholders, based on the total mix of information available to the Suncrest board of directors.

This explanation of Suncrest’s reasons for the merger and other information presented in this section is forward-looking in nature and should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Suncrest’s board of directors has unanimously approved the merger agreement and recommends that Suncrest shareholders vote “FOR” approval of the merger proposal.

Opinion of Suncrest’s Financial Advisor

Suncrest’s board of directors engaged MJC Partners, LLC to act as its financial advisor and to provide an opinion of the fairness, from a financial point of view, to the shareholders of Suncrest of the merger consideration.

Suncrest’s board of directors selected MJC based upon its reputation, its knowledge of financial institution and its experience as a financial advisor in mergers and acquisitions of financial institutions similar to the merger. Suncrest imposed no limitations on MJC’s investigations or the procedures it followed to render its opinion.

MJC acted as an independent financial advisor to the Suncrest board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the July 27, 2021 meeting, at which the Suncrest board of directors approved the merger agreement, MJC issued its written opinion that, as of that date, the merger consideration was fair, from a financial point of view, to the shareholders of Suncrest. This proxy statement/prospectus summary of the MJC opinion is qualified in its entirety by reference to the full text of the opinion. The full text of the opinion of MJC, dated July 27, 2021, which describes the procedures followed, assumptions made, matters considered and limitations on the review undertaken, is attached hereto as Annex B. Suncrest shareholders should read this opinion in its entirety.

MJC’s opinion is directed only to the fairness, from a financial point of view, of the merger consideration, and, as such, does not constitute a recommendation to any Suncrest shareholder as to how the shareholder

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should vote at the special meeting. The summary of the opinion of MJC set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

The following summary of the analyses performed by MJC is not a complete description of the analyses performed by MJC to render its fairness opinion and is not a complete description of the presentation made by MJC to the Suncrest board of directors. MJC did not attribute any particular weight to any analysis and factor considered by it, but rather made qualitative judgments about the significance and relevance of each analysis and factor. MJC did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Suncrest, or any class of such persons, if any, relative to the compensation to be received by any other shareholder. MJC believes that its analyses and the following summary must be considered as a whole, and that selecting portions of the analyses without considering all factors could create an incomplete account of its analyses and its fairness opinion.

To carry out its analyses and to render its opinion concerning the fairness of the per share merger consideration, MJC:

MJC also took into account its assessment of general economic, market and financial conditions and its experience in other transactions as well as its knowledge of the banking industry and its general experience in securities valuations.

Without independent verification, MJC assumed the accuracy and completeness of the financial and other information and representations contained in the materials provided by Suncrest and in discussions with Suncrest. MJC assumed that financial forecasts, including, without limitation, the projections regarding under-performing and nonperforming assets and net charge-offs were reasonably prepared on a basis reflecting best currently available information and judgments of Suncrest, and that the forecasts will be realized in the amounts and at the times contemplated thereby. MJC did not evaluate the loan and lease portfolio to assess the adequacy of the allowances for losses, and assumed that the allowance is adequate to cover loan and lease losses. MJC did not conduct a physical inspection of any properties or facilities, did not review individual credit files, and did not make an independent evaluation or appraisal of any properties, assets, or liabilities of CVB or Suncrest, or any of their respective subsidiaries and MJC was not furnished with any such evaluations or appraisals. MJC assumed that the merger will be consummated substantially in accordance with the terms set forth in the merger agreement. MJC further assumed that the merger will be accounted for as a purchase under generally accepted accounting principles. MJC assumed that the merger is, and will be, in compliance with all laws and regulations that are applicable to CVB and Suncrest.

MJC reviewed the financial terms of the proposed merger. Pursuant to the terms of the Merger Agreement, at the effective time of the merger each share of Suncrest common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the Merger Agreement, shall be converted into the right to receive, subject to proration and the provisions of the Merger Agreement, without interest: (i) a fractional share of CVB common stock determined by a fixed exchange ratio of 0.6970, plus (ii) cash in the amount

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of $2.69 per share. MJC assumed for purposes of its analysis that the consideration mix for the issued and outstanding shares of Suncrest common stock, including consideration for options, would be 80.9% stock and 19.1% cash. MJC calculated an aggregate implied transaction value of approximately $204.3 million and an implied purchase price per share of $16.18 consisting of the implied value of 0.6970 shares of CVB common stock based on the closing price of CVB’s common stock on July 26, 2021 plus cash in the amount of $2.69. Based upon financial information for Suncrest as of or for the last twelve months (“LTM”) ended June 30, 2021 and the closing price of Suncrest’s common stock on July 26, 2021, MJC calculated the following implied transaction metrics:

MJC also calculated alternative aggregate and per share implied transaction values based on the volume weighted average closing price of CVB’s common stock over a twenty day period ending on July 26, 2021 and the issuance price stated on the Letter of Intent (“LOI”) signed on June 2, 2021. The aggregate implied transaction value was approximately $208.6 million with an implied price per share of $16.50 based on the volume weighted average closing price of CVB’s common stock over a twenty day period ending on July 26, 2021, and approximately $228.1 million with an implied price per share of $17.98 based on the issuance price stated on the LOI signed on June 2, 2021.

Based upon financial information for Suncrest as of or for the LTM ended June 30, 2021 and the closing price of Suncrest’s common stock on July 26, 2021, MJC calculated the following implied transaction metrics based on the volume weighted average closing price of CVB’s common stock over a twenty day period ending on July 26, 2021 and the issuance price stated on the LOI signed on June 2, 2021:

In addition, based on Wall Street analyst estimates, MJC calculated the amount of the dividend Suncrest shareholders could expect to receive following a combination with CVB through the year ending December 31, 2022 which demonstrated Suncrest shareholders would receive a cash dividend equivalent to 37% to 42.5% of total net income that Suncrest would generate on a stand-alone basis.

Present Value. Using Suncrest’s projected earnings and tangible book value for years ending December 31, 2021 through December 31, 2026 and assuming 7% to 8% annual asset growth through 2026, based on Suncrest guidance, MJC estimated the terminal value of Suncrest common stock as a multiple of tangible book value and as a multiple of earnings per share. MJC discounted the terminal values back to present value using a range of discount rates. For terminal values at the end of the fifth year, MJC performed two analyses, one assuming a trading multiple range from 1.43x to 1.63x times projected tangible book value per share, and the other assuming a trading multiple range from 16.1x to 18.1x times projected earnings per share. MJC calculated the present value

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of these terminal amounts based on discount rates ranging from 9.8% to 11.8%. These rates and values were chosen to reflect different assumptions regarding the required rates of return of holders or prospective buyers of Suncrest’s common stock. The number of shares of Suncrest common stock outstanding remained constant in the projections at the then current number outstanding of 12,256,000. Based on projecting earnings per share of $1.66 in 2026 and tangible book value per share value of $18.70 at the end of 2026 and applying a range of multiples of earnings per share and tangible book value per share, MJC arrived at a range of present values from a low of $16.25 to a high of $20.08 on a tangible book value per share basis, and a low of $16.19 to a high of $19.75 on an earnings per share basis.