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CVB FINANCIAL CORP. (NASDAQ:CVBF) Files An 8-K Results of Operations and Financial Condition

CVB FINANCIAL CORP. (NASDAQ:CVBF) Files An 8-K Results of Operations and Financial Condition

Item2.02

Results of Operations and Financial
Condition.*

On January18, 2017, CVB Financial Corp. issued a press release
setting forth the financial results for the quarter and year
ended December31, 2016, and information relating to our quarterly
conference call and webcast. A copy of this press release is
attached hereto as Exhibit 99.1 and is being furnished to this
Item 2.02.


Item8.01
Other Events

The information set forth under the captions Additional
Information about the Valley Commerce Bancorp Merger and Where to
Find It and Participants in the Solicitation in the press release
furnished as Exhibit 99.1 is incorporated by reference in this
Item 8.01.

CVB Financial Corp. (the Company), the holding company for
Citizens Business Bank, announces that the 10b5-1 Plan adopted in August
2016 will be terminated effective January18, 2017 to Regulation M
as a result of the solicitation of proxies by Valley Commerce
Bancorp in connection with its pending merger with the
Company.

Additional
Information About the Proposed Transaction and Where to Find
It

In connection with
the proposed acquisition of Valley Commerce Bancorp (VCBP) by
CVB, CVB has filed with the SEC a Registration Statement on Form
S-4 (File
No.333-214576) that includes a Proxy Statement of VCBP and a
Prospectus of CVBF, as well as other relevant documents
concerning the proposed transaction. The final proxy
statement/prospectus is being distributed to the shareholders of
VCBP in connection with their vote on the proposed
transaction.

SHAREHOLDERS OF VCBP ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION.

The Proxy Statement/Prospectus
and other relevant materials, and any other documents CVBF filed
with the SEC may be obtained free of charge at the SECs website,
http://www.sec.gov, at the investor relations portion of CVBFs
website, https://www.cbbank.com, by contacting Myrna DiSanto,
Investor Relations, CVB Financial Corp, 701 N Haven Avenue,
Ontario, CA 91764 or by telephone at (909) 980-4030 or by
contacting Allan W. Stone, President Chief Executive Officer,
Valley Commerce Bancorp, 701 West Main Street, Visalia, CA 93291
or by telephone at (559) 622-9000.

CVBF and VCBP and certain of
their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of VCBP in connection with the merger. Information about the
directors and executive officers of CVBF and their ownership of
CVBF common stock is set forth in CVBFs proxy statement filed
with the SEC on April4, 2016. Information about the directors and
executive officers of VCBP is set forth in the Proxy
Statement/Prospectus regarding the proposed transaction. This
report does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote
or approval.


Item9.01
Financial Statements and Exhibits.*

(d) Exhibits.
99.1 Press Release, dated January18, 2017.


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*The information in this
report (including Exhibit 99.1) shall not be deemed to be filed
for the purposes of Section18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liability of that section, and shall not be incorporated by
reference into any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange
Act, except as set forth in Item 8.01 herein and as expressly set
forth by specific reference in such filing.


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About CVB FINANCIAL CORP. (NASDAQ:CVBF)
CVB Financial Corp. is the bank holding company for Citizens Business Bank (the Bank). The Bank’s segments include Business Financial and Commercial Banking Centers (Centers), Treasury and Others. The Company’s all administrative and other smaller operating departments are combined into the Other segment. Its remaining operating segments, which include construction lending, dairy and livestock, and agribusiness lending, leasing, CitizensTrust and centralized functions, form part of the Other segment. The Treasury Department’s primary focus is managing the Bank’s investments, liquidity and interest rate risk. The Bank operates approximately 40 Business Financial Centers, eight Commercial Banking Centers, and three trust offices. Its trust offices are located in Ontario, Newport Beach and Pasadena. These offices serve as sales offices for the Bank’s wealth management, trust and investment products. The Company also offers specialized services designed for commercial customers. CVB FINANCIAL CORP. (NASDAQ:CVBF) Recent Trading Information
CVB FINANCIAL CORP. (NASDAQ:CVBF) closed its last trading session up +0.18 at 22.21 with 309,365 shares trading hands.

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