Heritage merger gives CVB Financial (NASDAQ: CVBF) about $21.5B in assets

Rhea-AI Filing Summary

CVB Financial Corp. completed its acquisition of Heritage Commerce Corp. and is now providing detailed pro forma financials for the combined bank. The amendment adds Heritage’s audited statements and unaudited pro forma balance sheet and income statement for 2025, showing how the merger would have affected results.

The preliminary merger consideration totals about $845 million, including $843.7 million in CVBF stock and a small cash component. Pro forma 2025 net earnings are $241.0 million with basic and diluted earnings per share of $1.36, and total pro forma assets are about $21.5 billion.

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Bank M&A and accounting analyst

Amendment adds full pro forma view of CVBF–Heritage merger.

CVB Financial Corp. now discloses how its acquisition of Heritage Commerce Corp. would have looked for full-year 2025. Preliminary consideration is $845.4M, including $843.7M in stock for Heritage shareholders based on an exchange ratio of 0.65.

Pro forma figures show combined assets of about $21.5B, deposits of $17.0B, and net earnings of $241.0M with EPS of $1.36. The merger generates preliminary goodwill of $320.2M and a core deposit intangible of $124.1M, reflecting the premium paid over Heritage’s net assets.

The filing emphasizes these numbers are unaudited and illustrative, based on transaction accounting adjustments under ASC 805 and subject to change as fair value work and accounting policy alignment are finalized. Subsequent filings may refine purchase accounting and any resulting impacts on capital and earnings.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Preliminary merger consideration: $845.4M Shares issued to Heritage holders: 40,799K shares Pro forma total assets: $21,471,123K +5 more

8 metrics

Preliminary merger consideration $845.4M Estimated fair value of cash and stock paid to Heritage shareholders

Shares issued to Heritage holders 40,799K shares CVBF common stock to be issued based on 0.65 exchange ratio

Pro forma total assets $21,471,123K Combined CVBF and Heritage balance sheet as of December 31, 2025

Pro forma total deposits $16,975,818K Combined deposits as of December 31, 2025

Pro forma net earnings $241,018K Combined 2025 net earnings for CVBF and Heritage

Pro forma EPS $1.36 Basic and diluted earnings per common share for 2025

Goodwill from merger $320,163K Preliminary goodwill recorded from Heritage acquisition

Core deposit intangible $124,061K Estimated fair value of acquired core deposit intangible assets

Key Terms

unaudited pro forma condensed combined financial information, transaction accounting adjustments, core deposit intangible assets, purchase credit deteriorated (PCD) loans, +2 more

6 terms

unaudited pro forma condensed combined financial information financial

"The following unaudited pro forma condensed combined financial information and the accompanying notes"

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

transaction accounting adjustments financial

"We refer to pro forma balance sheet transaction accounting adjustments and the pro forma income statement transaction accounting adjustments"

core deposit intangible assets financial

"To record the estimated fair value of acquired identifiable core deposit intangible assets"

purchase credit deteriorated (PCD) loans financial

"Gross up of purchase credit deteriorated (“PCD”) loans and leases for credit mark"

allowance for credit losses financial

"To reflect estimated lifetime credit losses on acquired non-PCD loans and leases"

Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.

ASU 2025-08 financial

"CVBF early adopted Accounting Standards Update (ASU) 2025-08, “Financial Instruments - Credit Losses (Topic 326): Purchased Loans”"

Understanding 8-K Material Events →

true000035464700003546472026-04-172026-04-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2026

CVB Financial Corp.

(Exact name of Registrant as Specified in Its Charter)

California			000-10140	95-3629339
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
701 N HAVEN AVE STE 350
ONTARIO , California				91764
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 909 980-4030

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, No Par Value		CVBF		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Explanatory Note

On April 21, 2026, CVB Financial Corp., a California corporation (“CVBF” or the “Company”), filed a Current Report on Form 8-K (the “Original 8-K”), which disclosed that effective as of April 17, 2026, CVBF completed its previously announced acquisition of Heritage Commerce Corp, a California corporation (“Heritage”), in accordance with the terms and conditions of that certain Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between CVBF and Heritage (the “Merger Agreement”). Pursuant to the Merger Agreement, Heritage merged with and into CVBF, with CVBF being the surviving entity (the “Merger”). Immediately thereafter, Heritage's wholly-owned banking subsidiary, Heritage Bank of Commerce, a California banking corporation merged with and into CVBF's wholly-owned banking subsidiary, Citizens Business Bank, National Association (“Citizens”), with Citizens being the surviving bank. This Current Report on Form 8-K/A is being filed to amend Item 9.01 of the Original 8-K to include the financial statements of Heritage and pro forma financial information required by Item 9.01 of Form 8-K (the “Amendment”).

The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that CVBF and Heritage would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Merger. Except as described in this Amendment, all other information in the Original 8-K remains unchanged.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The audited consolidated financial statements of Heritage as of December 31, 2025 and 2024, and for each of the fiscal years ended December 31, 2025, 2024 and 2023 as required by Item 9.01(a) of Form 8-K are included herein as Exhibit 99.1 and incorporated by reference into this Item 9.01(a).

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of CVBF as of December 31, 2025, and the unaudited pro forma condensed combined statements of income of CVBF for the fiscal year ended December 31, 2025, in each case giving effect to the Merger as if it had occurred on January 1, 2025, are filed as Exhibit 99.2 hereto and incorporated herein by reference.

(d) Exhibits.

Exhibit No.	Description
23.1	Consent of Crowe LLP, Independent Registered Public Accounting Firm for Heritage Commerce Corp.
99.1	Audited consolidated financial statements of Heritage Commerce Corp as of December 31, 2025 and 2024, and for each of the fiscal years ended December 31, 2025, 2024 and 2023 and the notes related thereto (incorporated by reference to Part II, Item 8 of Heritage Commerce Corp's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026 (File No. 000-23877)).
99.2	Unaudited pro forma condensed combined balance sheet of CVB Financial Corp. as of December 31, 2025 and unaudited pro forma condensed combined statements of income of CVB Financial Corp. for the fiscal year ended December 31, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CVB FINANCIAL CORP.
Date:	May 7, 2026	By:	/s/ E. Allen Nicholson
			E. Allen Nicholson Executive Vice President and Chief Financial Officer

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and the accompanying notes (the “pro forma financial information”) are presented to illustrate the effects of the accounting for the Merger.

The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical consolidated balance sheets of CVBF and Heritage as of such date and reflects adjustments that depict the accounting for the Merger required by GAAP (the “pro forma balance sheet transaction accounting adjustments”). Also, the unaudited pro forma condensed combined statements of income for the year ended December 31, 2025 combine the historical consolidated statements of income of CVBF and Heritage for the same periods assuming the Merger closed on January 1, 2025 (the “pro forma income statement transaction accounting adjustments”). We refer to pro forma balance sheet transaction accounting adjustments and the pro forma income statement transaction accounting adjustments collectively as the “transaction accounting adjustments.”

The unaudited pro forma financial information and related notes are based on and should be read in conjunction with the separate historical financial statements and notes thereto included in each of CVBF’s and Heritage’s SEC filings, including:

•the historical audited consolidated financial statements of CVBF and accompanying notes included in CVBF’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026; and

•the historical audited consolidated financial statements of Heritage and accompanying notes included in Heritage’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026 and incorporated by reference into this Amendment to Form 8-K under Exhibit 99.1.

The unaudited pro forma financial information is provided for illustrative information purposes only. The unaudited pro forma financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the Merger been completed as of the dates indicated or that may be achieved in the future.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, reflects adjustments that depict the accounting for the Merger required by GAAP.

		December 31, 2025
		CVB Financial Corp.			Heritage Commerce Corp.			Pro forma				Pro forma
(Dollars in thousands)		Historical			Historical			Adjustments			Notes	Combined
Assets
Cash and due from banks		$	107,511		$	21,682		$	(1,645	)	L	$	127,548
Interest-earning balances due from Federal Reserve and other financial institutions			281,942			625,346			(75,000	)	A		832,288
Total cash and cash equivalents			389,453			647,028			(76,645	)			959,836
Investment securities available-for-sale, at fair value			2,683,070			592,958			347,290		B		3,623,318
Investment securities held-to-maturity, at amortized cost			2,270,391			529,711			(63,944	)	C		2,736,158
Total investment securities			4,953,461			1,122,669			283,346				6,359,476
Federal Home Loan Bank ("FHLB"), Federal Reserve Bank ("FRB") stock and other investments, at cost			55,948			32,568			-				88,516
Loans and lease finance receivables, amortized cost			8,699,193			3,654,382			(499,352	)	D		11,854,223
Allowance for credit losses			(77,161	)		(49,999	)		13,334		E		(113,826	)
Net loans and lease finance receivables			8,622,032			3,604,383			(486,018	)			11,740,397
Premises and equipment, net			26,505			9,213			(1,700	)	F		34,018
Bank owned life insurance			325,299			83,423			-				408,722
Accrued interest receivable			46,723			16,379			-				63,102
Intangibles			5,774			4,625			119,436		G		129,835
Goodwill			765,822			167,631			152,532		H		1,085,985
Income taxes			174,169			26,730			84,421		I		285,320
Other assets			265,868			50,048			-				315,916
Total assets		$	15,631,054		$	5,764,697		$	75,372			$	21,471,123
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Noninterest-bearing		$	6,800,691		$	1,308,737		$	-			$	8,109,428
Interest-bearing			5,271,291			3,594,349			750		J		8,866,390
Total deposits			12,071,982			4,903,086			750				16,975,818
Customer repurchase agreements			490,601			-			-				490,601
Other borrowings			500,000			-			-				500,000
Deferred compensation			22,318			2,162			-				24,480
Junior subordinated debentures			-			39,805			(2,200	)	K		37,605
Accrued interest payable			4,770			5,746			-				10,516
Other liabilities			246,159			105,332			-				351,491
Total liabilities			13,335,830			5,056,131			(1,450	)			18,390,511
Commitments and Contingencies
Stockholders' Equity
Common stock			1,222,365			509,611			334,112		L		2,066,088
Retained earnings			1,300,513			203,675			(262,010	)	M		1,242,178
Accumulated other comprehensive (loss) income, net of tax			(227,654	)		(4,720	)		4,720		N		(227,654	)
Total stockholders' equity			2,295,224			708,566			76,822				3,080,612
Total liabilities and stockholders' equity		$	15,631,054		$	5,764,697		$	75,372			$	21,471,123

See accompanying notes to the unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

The unaudited pro forma condensed combined statement of income for the fiscal year ended December 31, 2025, reflects adjustments that depict the effects of the pro forma balance transaction accounting adjustments assuming those adjustments were made on January 1, 2025.

Exhibit 99.2

		Year Ended December 31, 2025
		CVB Financial Corp.			Heritage Commerce Corp			Pro forma				Pro forma
(Dollars in thousands)		Historical			Historical			Adjustments			Notes	Combined
Interest income:
Loans and leases, including fees		$	446,156		$	196,823		$	11,804		P	$	654,783
Interest and dividends on investment securities and interest-bearing deposits			147,145			60,176			27,447		O , Q		234,768
Total interest income			593,301			256,999			39,251				889,551
Interest expense:
Deposits			101,294			69,472			(750	)	R		170,016
Borrowings and customer repurchase agreements			30,317			-			-				30,317
Subordinated debt			-			2,152			2,200		S		4,352
Other			1,403			-			-				1,403
Total interest expense			133,014			71,624			1,450				206,088
Net interest income before provision for (recapture of) credit losses			460,287			185,375			37,801				683,463
Provision for (recapture of) credit losses			(3,500	)		1,816			22,757		T		21,073
Net interest income after provision for (recapture of) credit losses			463,787			183,559			15,044				662,390
Noninterest income:
Service charges on deposit accounts and bankcard services			22,167			3,688			-				25,855
Trust and investment services			15,033			-			-				15,033
BOLI income			11,467			2,213			-				13,680
Servicing Income			-			302			-				302
Loss on sale of AFS investment securities			(10,970	)		-			-				(10,970	)
Gain on sale of SBA Loans			-			215			-				215
Gain on OREO, net			2,296			-			-				2,296
Other			15,178			5,671			-				20,849
Total noninterest income			55,171			12,089			-				67,260
Noninterest expense:
Salaries and employee benefits			144,457			66,537			-				210,994
Occupancy and equipment			23,819			9,944			(113	)	V		33,650
Professional services			9,248			6,233			-				15,481
Computer software expense			17,148			-			-				17,148
Marketing and promotion			6,882			-			-				6,882
Amortization of intangible assets			4,193			-			18,766		U		22,959
Acquisition related expenses			1,556			-			43,000		W		44,556
Provision for (recapture of) unfunded loan commitments			2,000			-			-				2,000
Other			27,962			45,145			(43,000	)	X		30,107
Total noninterest expense			237,265			127,859			18,653				383,777
Earnings before income taxes			281,693			67,789			(3,609	)			345,873
Income taxes			72,395			19,959			12,501		Y		104,855
Net earnings		$	209,298		$	47,830		$	(16,110	)		$	241,018
Earnings per common share:
Basic earnings per common share		$	1.52		$	0.78						$	1.36
Diluted earnings per common share		$	1.52		$	0.78						$	1.36
Weighted Average number of common shares outstanding (thousands)
Basic			136,757			61,408			(20,609	)	Z		177,556
Diluted			137,050			61,702			(20,903	)	Z		177,849

See accompanying notes to the unaudited pro forma condensed combined financial information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1—Basis of Presentation

The unaudited pro forma financial information and explanatory notes have been prepared in accordance with Article 11 of Regulation S-X to illustrate the effects of the Merger under the acquisition method of accounting in Accounting Codification Standards 805, Business Combinations (ASC 805) with CVBF treated as the accounting acquirer. Under the acquisition method of accounting, the

Exhibit 99.2

assets and liabilities of Heritage (as the accounting acquiree) will be recorded mostly at their respective fair values, as of the effective date of the Merger. The excess of the consideration transferred over fair value of Heritage’s net assets acquired will be recorded as goodwill. In addition, Merger-related costs incurred by CVBF, the accounting acquirer, are accounted for as expenses in the periods in which the costs are incurred and the services received.

Certain reclassifications will be made to align Heritage’s historical financial statement presentation with that of CVBF. The accounting policies of both CVBF and Heritage are currently under review, and CVBF and Heritage have not identified all adjustments necessary to conform the respective accounting policies into a single accounting policy. As a result of that review, differences could be identified between the accounting policies of the two companies that, when aligned, could have a material impact on CVBF’s financial information.

The transaction accounting adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary transaction accounting adjustments have been made solely for the purpose of providing the unaudited financial information. The transaction accounting adjustments are based upon available information and certain assumptions considered reasonable and may be revised as additional information becomes available.

Note 2—Preliminary Consideration Transferred and Allocation of Consideration Transferred

The transaction accounting adjustments depict the accounting for the Merger, including the determination of the fair value of preliminary consideration transferred and allocation of the preliminary consideration to assets acquired and liabilities assumed. The impact of cash settlement of Heritage options and the replacement of the outstanding and unvested Heritage Restricted Stock Units (“RSUs”) and Heritage performance awards with CVBF RSUs and CVBF RSU awards, respectively, on the consideration transferred is immaterial and have been excluded for the purpose of this pro forma. The excess of the consideration transferred over the fair value of assets acquired and liabilities assumed is reflected as goodwill.

Refer to the table below for the preliminary calculation of estimated merger consideration transferred:

Share Consideration: ($ and shares in thousands)		Amount
Shares of Heritage common stock outstanding as of April 17, 2026			62,117
Shares of Heritage restricted stock units outstanding as of April 17, 2026			651
Total Heritage shares of common stock as of April 17, 2026			62,768
Exchange Ratio			0.65
Number of shares of CVBF common stock to be issued to Heritage shareholders			40,799
CVBF share price as of April 17,2026		$	20.68
Preliminary fair value of estimated merger consideration transferred		$	843,723

(1)Represents an estimate of Heritage’s outstanding restricted stock units and dividend equivalents expected to be converted to CVBF common stock based on preliminary analysis of the vesting schedule.

(2)Amounts have been rounded to nearest thousands and may differ by immaterial amounts.

The actual consideration transferred is based upon the completion of the Merger and would be determined based on the closing price of CVBF common stock on the closing date and the number of issued and outstanding shares of Heritage common stock as of immediately prior to the effective time. Actual consideration transferred may differ from the amounts reflected in the unaudited pro forma financial information, and the differences may be material.

The actual determination of the fair value of Heritage’s assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase price as compared with the information shown in the unaudited pro forma financial information may change the amount of the total purchase price allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of income. The actual purchase price allocation may be materially different than the preliminary purchase price allocation presented in the unaudited pro forma financial information.

The following table sets forth a preliminary allocation of the estimated merger consideration transferred to the fair value of the identified tangible and intangible assets and liabilities assumed of Heritage using Heritage’s consolidated balance sheet as of December 31, 2025:

(in thousands)	December 31, 2025
Fair Value consideration paid to Heritage shareholders
Cash paid		$ 1,645
Fair value of common shares issued and exchanged		843,723

Exhibit 99.2

Preliminary fair value of estimated merger consideration		$ 845,368
Fair Value of Assets Acquired:
Total cash and cash equivalents	$ 647,028
Investment securities available-for-sale	592,958
Investment securities held-to-maturity	465,767
FHLB, FRB stock and other investments	32,568
Loans	3,488,413
Premises and equipment	7,513
Bank owned life insurance	83,423
Other assets	66,426
Other intangible assets	124,061
Deferred tax asset, net	71,729
Total assets acquired	$ 5,579,886
Fair Value of Liabilities Assumed:
Deposits	$ 4,903,836
Subordinated debt	37,605
Other liabilities	113,240
Total liabilities assumed	$ 5,054,681
Net assets acquired		525,205
Preliminary proforma goodwill		$ 320,163

Note 3 —Transaction Accounting Adjustments

The following transaction accounting adjustments have been reflected in the unaudited pro forma financial information. All adjustments are based on current assumptions and valuations, which are subject to change.

Balance Sheet

(Dollars in thousands)		December 31, 2025
A	Adjustment to cash and cash equivalents
	Reflect cash paid for expenses to be incurred related to the merger, including change-in-control agreements, severance and retention awards, investment banking fees, legal and other professional services, and contract terminations	$ (75,000)
B	Adjustment to investment securities, available for sale
	To reflect the purchase of AFS securities with the proceeds of the sale of Heritage Single Family Residential Loans (“SFR”) loans	$ 347,290
C	Adjustment to investment securities, held to maturity
	To reflect estimated fair value of acquired investment securities	$ (63,944)
D	Adjustments to loans and leases
	To reflect the sale of the SFR loans at book value	$ (416,112)
	To reflect estimated fair value related to acquired loans and leases*	(97,148)
	Net fair value pro forma adjustments	(513,260)
	Gross up of purchase credit deteriorated (“PCD”) loans and leases for credit mark	13,908
		$ (499,352)
	Fair value adjustments on loans acquired
	PCD loans fair value	$ (42,722)
	Non-PCD loans fair value	(54,426)
	Total fair value adjustment assigned to loans*	$ (97,148)
E	Adjustments to allowance for credit losses
	To reverse Heritage ACL	$ 49,999
	To reflect estimated lifetime credit losses on acquired PCD loans and leases	(13,908)
	To reflect estimated lifetime credit losses on acquired non-PCD loans and leases	(22,757)
		$ 13,334
	Retained Earnings Impact to non-PCD
	Estimated lifetime credit losses on acquired non-PCD loans and leases	$ (22,757)
	Deferred tax asset	6,727
		$ (16,030)
F	Adjustment to premises and equipment, net
	To adjust fair value of building and land	$ (1,700)
G	Adjustment to intangibles, net
	To eliminate Heritage other intangible assets, net.	$ (4,625)
	To record the estimated fair value of acquired identifiable core deposit intangible assets.	124,061

Exhibit 99.2

		$ 119,436
H	Adjustment to goodwill
	To eliminate Heritage goodwill at closing date.	$ (167,631)
	To record the goodwill associated with the merger.	320,163
		$ 152,532
I	Adjustment to income taxes
	Deferred tax impact of asset and liability adjustments and merger expense	$ 84,421
J	Adjustment interest bearing deposits
	To reflect estimated fair value of time deposits	$ 750
K	Adjustment to subordinated debt
	To reflect estimated fair value of subordinated debt	$ (2,200)
L	Adjustments to common stock
	To eliminate historical Heritage common stock.	$ (509,611)
	To reflect the closing-date fair value of the consideration transferred by CVBF for its interest in Heritage excluding cash of $1,645 was paid in lieu of issuing fractional shares and options outstanding.	843,723
		$ 334,112
M	Adjustment to retained earnings
	To eliminate historical Heritage retained earnings.	$ (203,675)
	To adjust for after tax merger expenses.	(58,335)
		$ (262,010)
N	Adjustment to accumulated other comprehensive loss
	To eliminate historical Heritage accumulated other comprehensive loss.	$ 4,720

Income Statement

		(dollars in thousands)	Year Ended December 31, 2025
O	Adjustment to interest income on investment securities
		To reflect additional interest income for the purchase of investment securities from the proceeds of the sale of SFR loans and estimated straight line accretion for the fair value discount of held-to-maturity investment securities, using a five year average life.	$ 30,185
P	Adjustment to interest income on loans
		To reflect the lost interest income on the sale of SFR loans at close and estimated straight line accretion of fair value discount on non-SFR loans, based on average life of four years.	$ 11,804
Q	Adjustment to interest income on funds on deposit at Federal Reserve
		To reflect the lost interest income on the reduction in reserves at the Federal Reserve.	$ (2,738)
R	Adjustment to interest expense on deposits
		To reflect accretion of fair value premium of time deposits over one year.	$ (750)
S	Adjustment to interest expense on subordinated debentures
		To reflect straight line amortization of fair value discount on subordinated debt over one year.	$ 2,200
T	Adjustment to provision for credit losses
		To record provision for credit losses on Heritage non-purchase credit deteriorated loans.	$ 22,757
U	Adjustment to intangible amortization
		To remove Heritage intangible amortization and reflect amortization of acquired core deposit intangible over 10 years, using the sum-of-the-years-digits method of amortization.	$ 18,766
V	Adjustment to occupancy expense
		To reflect straight line accretion of fair value discount on property and equipment, over 15 years.	$ (113)
W	Adjustment to other expense
		To reflect pre-tax nonrecurring merger related expenses incurred after merger.	$ 43,000
X	Adjustment to other expense
		To reflect estimated expense synergies from combined operations.	$ 43,000
Y	Adjustment to income tax provision
		To reflect the income tax effect of proforma adjustments at the estimated statutory federal and state tax rate of 29.56%	$ 12,501
Z	Adjustments to weighted average number of common shares outstanding—Basic
		To reflect acquisition of Heritage basic common shares.	(61,408)
		To reflect the 40,799 shares of CVBF common stock to be issued in the merger.	40,799
			(20,609)
Z	Adjustments to weighted average number of common shares outstanding—Diluted
		To reflect acquisition of Heritage diluted common shares.	(61,702)
		To reflect the 40,799 shares of CVBF common stock to be issued in the merger.	40,799
			(20,903)

Note 4 —Transaction Accounting Adjustments - Early Adoption of ASU 2025-08

Exhibit 99.2

On January 1, 2026, CVBF early adopted Accounting Standards Update (ASU) 2025-08, “Financial Instruments - Credit Losses (Topic 326): Purchased Loans” and will record the estimated credit fair value mark related to the non-PCD loans of $22.8 million as a component of the ACL as part of its application of purchase accounting. Accordingly, no additional ACL will be recorded immediately following the consummation of the Merger.

The following transaction accounting adjustments reflect the impact to the unaudited pro forma financial information with the early adoption of (ASU) 2025-08.

Balance Sheet

		December 31, 2025
		CVB Financial Corp.		Heritage Commerce Corp.		Pro forma				Pro forma
(Dollars in thousands)		Historical		Historical		Adjustments		Notes		Combined
Assets
Loans and lease finance receivables, amortized cost		$ 8,699,193		$ 3,654,382		$ (476,595)		1		$ 11,876,980
Allowance for credit losses		(77,161)		(49,999)		13,334		2		$ (113,826)
Net loans and lease finance receivables		$ 8,622,032		$ 3,604,383		$ (463,261)				$ 11,763,154

	(Dollars in thousands)	December 31, 2025
1	Adjustments to loans and leases
	To reflect the sale of the SFR loans at book value	$ (416,112)
	To reflect estimated fair value related to acquired loans and leases	(60,483)
		$ (476,595)
2	Adjustments to allowance for credit losses
	To reverse Heritage ACL	$ 49,999
	To reflect estimated lifetime credit losses on acquired loans and leases	(36,665)
		$ 13,334

Income Statement

		December 31, 2025
		CVB Financial Corp.		Heritage Commerce Corp.		Pro forma				Pro forma
(Dollars in thousands)		Historical		Historical		Adjustments		Notes		Combined
Interest income:
Loans and leases, including fees		$ 446,156		$ 196,823		$ 2,637		3		$ 645,616
Provision for (recapture of) credit losses		(3,500)		1,816		—				$ (1,684)

	(Dollars in thousands)	Year Ended December 31, 2025
3	Adjustment to interest income on loans
	To reflect the lost interest income on the sale of SFR loans at close and estimated straight line accretion of fair value discount on non-SFR loans based on average life of four years.	$ 2,637

FAQ

What does CVB Financial Corp. (CVBF) disclose in this amended 8-K/A?

The amended filing adds audited financial statements of Heritage Commerce Corp. and unaudited pro forma condensed combined financial information for 2025, showing how the completed merger would have affected CVB Financial Corp.’s balance sheet, income statement, and key metrics for the year.

How much did CVB Financial Corp. pay for Heritage Commerce Corp. in the merger?

Preliminary estimated merger consideration totals about $845.4 million, including $1.6 million in cash and $843.7 million in CVB Financial Corp. common stock. The stock portion is based on an exchange ratio of 0.65 and a CVBF share price of $20.68 as of April 17, 2026.

What are the pro forma 2025 earnings for the combined CVBF and Heritage entity?

Pro forma net earnings for 2025 are $241.0 million for the combined company. Basic and diluted earnings per common share are both $1.36, based on a pro forma weighted average of approximately 177.6 million basic and 177.8 million diluted shares outstanding during the year.

What does the Heritage acquisition mean for CVB Financial Corp.’s pro forma size?

Pro forma total assets are about $21.47 billion as of December 31, 2025, with total deposits of roughly $16.98 billion. These figures combine historical balances from both CVB Financial Corp. and Heritage Commerce Corp. plus transaction accounting adjustments required under business combination accounting standards.

How much goodwill and core deposit intangible arise from the CVBF–Heritage merger?

Preliminary purchase accounting records approximately $320.2 million of goodwill and $124.1 million of identifiable core deposit intangible assets. These amounts reflect the excess merger consideration over Heritage’s fair value net assets and the value attributed to its low-cost, stable deposit base acquired in the transaction.

How did the CVBF–Heritage merger affect pro forma earnings per share for 2025?

On a pro forma basis, combined basic and diluted earnings per share for 2025 are both $1.36. This is calculated using a pro forma weighted average of 177.6 million basic and 177.8 million diluted CVB Financial Corp. common shares outstanding, after issuing shares to Heritage shareholders.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.2 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF CVB FINANCIAL CORP. AS O 720.1 KB

Financial & Certifications

• EX-23.1 CONSENT OF CROWE LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR HERITAGE 5.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 26.3 KB