CVB Financial (NASDAQ: CVBF) completes Heritage Commerce all-stock merger, tops $20B assets

Rhea-AI Filing Summary

CVB Financial Corp. completed its all-stock acquisition of Heritage Commerce Corp., merging Heritage into CVBF and Heritage Bank of Commerce into Citizens Business Bank. Each Heritage share was converted into 0.65 CVBF share, and CVBF issued approximately 41 million new shares as consideration.

The combined bank now has more than $20 billion in assets, with total loans of about $12 billion and total deposits and customer repurchase agreements of about $17 billion, and adds 16 Bay Area branches to Citizens’ footprint across California. Clay Jones, formerly Heritage’s CEO, became President of CVBF and Citizens with a $700,000 base salary, a $1.8 million retention award and equity grants. Two Heritage directors, Mr. Jones and Julianne Biagini-Komas, joined the CVBF and Citizens boards, and severance terms for several existing CVBF executives were aligned with Jones’ agreement.

Positive

• Largest strategic acquisition: The Heritage Commerce deal is described as Citizens’ most strategic and largest acquisition by asset size, taking total assets above $20 billion and materially expanding its California business banking footprint, including 16 Bay Area branches.
• Enhanced scale and franchise: Pro forma figures show Citizens’ total loans rising to about $12 billion and deposits plus customer repurchase agreements to about $17 billion, supporting a larger, more diversified banking platform.

Negative

• Dilution from share issuance: CVBF issued approximately 41 million new common shares to Heritage shareholders, and the company explicitly notes the risk of dilution caused by this stock consideration.
• Integration and execution risk: The company warns of difficulties integrating Heritage’s business, personnel and customers, potential higher transaction costs, and possible deposit attrition or business disruption following the merger.

Insights

Bank M&A and capital structure analyst

CVBF closes a transformative all-stock bank merger, boosting scale above $20 billion in assets.

CVB Financial Corp. finalized its stock-for-stock acquisition of Heritage Commerce Corp., issuing approximately 41 million shares at a 0.65 exchange ratio. The deal lifts Citizens’ assets above $20 billion, with loans around $12 billion and deposits plus customer repurchase agreements around $17 billion, and adds 16 Bay Area branches.

Management positions this as the largest acquisition in Citizens’ history by asset size, expanding its business banking franchise across California’s major metros. Leadership integration is detailed: Clay Jones becomes President, while David Brager remains CEO, and two Heritage directors join the boards.

Risks highlighted include potential integration challenges, higher-than-expected transaction costs, deposit attrition, and possible dilution from the new share issuance. Future filings, including Heritage’s standalone financials and pro forma information, are expected by Item 9.01 amendment deadlines to clarify post-merger financial performance.

8-K Event Classification

4 items: 2.01, 5.02, 7.01, 9.01

4 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Exchange ratio: 0.65 CVBF shares per Heritage share Shares issued: ≈41,000,000 shares Pro forma assets: >$20 billion +5 more

8 metrics

Exchange ratio 0.65 CVBF shares per Heritage share Merger Consideration for each Heritage common share at Effective Time

Shares issued ≈41,000,000 shares CVBF common stock issued to former Heritage shareholders in the merger

Pro forma assets >$20 billion Citizens’ total assets after closing of mergers with HTBK and HBC

Total loans ≈$12 billion Citizens’ total loans following completion of the acquisition

Deposits and repos ≈$17 billion Citizens’ total deposits and customer repurchase agreements post-merger

President base salary $700,000 per year Annualized base salary for R. Clay Jones under his employment agreement

Retention award $1,800,000 Cash retention award to Clay Jones vesting in 2027 and 2028

Equity grant 20,000 shares Restricted stock and RSUs granted to Clay Jones (10,000 time-based; 10,000 performance-based)

Key Terms

Exchange Ratio, Merger Consideration, restricted stock unit awards, change in control, +2 more

6 terms

Exchange Ratio financial

"such exchange ratio, the “Exchange Ratio”"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Merger Consideration financial

"0.65 shares of CVBF’s common stock (the “Merger Consideration”"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock unit awards financial

"Heritage restricted stock unit awards, interim Heritage restricted stock unit awards"

Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.

change in control financial

"in the event of a change in control of CVBF"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

audit committee financial expert regulatory

"an “audit committee financial expert” as defined under Item 407(d)(5)"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

Non-Solicitation and Non-Disclosure Agreement regulatory

"a Non-Solicitation and Non-Disclosure Agreement under which the signing person agreed"

Understanding 8-K Material Events →

CVB FINANCIAL CORP false 0000354647 0000354647 2026-04-17 2026-04-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 or organization)		(Commission file number)		(I.R.S. employer identification number)

701 North Haven Avenue, 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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective April 17, 2026 (the “Closing Date”), CVB Financial Corp., a California corporation (“CVBF” or the “Company”) 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”). On the Closing Date, 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 (“Heritage Bank”) merged with and into CVBF’s wholly-owned banking subsidiary, Citizens Business Bank, National Association (“Citizens”), with Citizens being the surviving bank (the “Bank Merger” and with the “Merger”, the “Mergers”)

Pursuant to the Merger Agreement, each share of Heritage’s common stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was cancelled and converted into the right to receive 0.65 shares of CVBF’s common stock (the “Merger Consideration,” and such exchange ratio, the “Exchange Ratio”). In addition, at the Effective Time, (i) each unexercised and outstanding Heritage option award, whether vested or unvested, was cashed out and option holders received per option share the positive excess, if any, of (a) the applicable cashout price of such Heritage option award (calculated as an amount, rounded to the nearest cent, equal to the product of (x) $19.28, which was the 20-day volume weighted average closing price of a share of CVBF common stock as of the fifth business day prior to the Closing Date, and (y) the Exchange Ratio), over (b) the exercise price per option share, less applicable withholding taxes; (ii) Heritage restricted stock awards, Heritage restricted stock unit awards, interim Heritage restricted stock unit awards granted to Heritage employees in March 2026 (the “Interim Heritage RSUs”) and held by Heritage employees who are not continuing with CVBF, and Heritage performance-based restricted stock unit awards outstanding as of the Effective Time were accelerated and vested in full at the Effective Time (in the case of any performance-based restricted stock unit award, at the target number of shares subject to such award), and such Heritage stock awards, net of applicable withholding taxes, were converted into and became exchanged for the Merger Consideration; (iii) outstanding Interim Heritage RSUs held by Heritage employees who are continuing with CVBF as of the Effective Time, were substituted with CVBF restricted stock unit awards on substantially the same terms and conditions as such Interim Heritage RSUs, as adjusted for the Exchange Ratio, under CVBF’s 2018 Equity Incentive Plan, as amended.

As a result of the Merger, CVBF issued approximately 41 million shares of CVBF common stock to former Heritage shareholders. The issuance of shares of CVBF common stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-293102) filed by CVBF with the Securities and Exchange Commission (the “Commission”) and declared effective on February 12, 2026.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of President to CVBF and Citizens

Effective as of the Closing Date, and as previously announced, Mr. R. Clay Jones, age 56, was appointed to the position of President of CVBF and Citizens, respectively.

Mr. Jones served as President and Chief Executive Officer of Heritage and Heritage Bank starting in September 2022 until consummation of the Mergers. Previously, he served as President and Chief Operating Officer of Heritage from December 2021, after joining Heritage Bank as Executive Vice President and President of the Community Business Banking Group in October 2019. Mr. Jones was formerly the President of Presidio Bank, assuming this position in July 2018, after joining Presidio Bank in 2010 as Executive Vice President and Mid-Peninsula Market President. Prior to his service at Presidio Bank, Mr. Jones served in various senior positions at financial institutions located in California, including as the organizing and initial President and Chief Executive Officer of New Resource Bank. Mr. Jones received his Bachelor of Science degree in Business Administration from the University of the Pacific in Stockton, California.

There are no arrangements or understandings between Mr. Jones and any other persons pursuant to which he was selected as President of CVBF or Citizens except as described herein. There are also no family relationships between Mr. Jones and any director or executive officer of CVBF or Citizens, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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In connection with the appointment of Mr. Jones, Mr. David A. Brager, the current President and Chief Executive Officer of CVBF and Citizens, ceased serving as President of such entities, but continues to serve in the role of Chief Executive Officer of CVBF and Citizens, with Mr. Jones reporting to Mr. Brager.

Mr. Jones’ employment and compensation arrangements with CVBF and Citizens are set forth in his Employment Agreement dated April 17, 2026 (the “Jones Employment Agreement”). The Jones Employment Agreement provides for: (a) a base salary at an annualized rate of $700,000 per year; (b) a cash retention award of $1,800,000 in lieu of certain change of control payments otherwise due under Mr. Jones’ previous employment agreement with Heritage and Heritage Bank, with such retention award to vest in two equal installments on each of January 1, 2027 and January 1, 2028, subject to Mr. Jones’ continued employment through the applicable vesting date; (c) a short-term housing allowance, airfare reimbursement and a rental vehicle to support Mr. Jones’ temporary relocation to Ontario, California following the closing of the Mergers; (d) the grant of 20,000 shares of restricted stock and restricted stock units, split evenly between (i) 10,000 time-based restricted shares that will vest in equal increments over a three-year period and (ii) 10,000 performance-based restricted share units (at target levels) that will vest over a three-year performance period, utilizing the same performance criteria applicable to performance stock grants previously awarded to the CVBF’s other named executive officers; (e) eligibility for an annual aggregate incentive and discretionary bonus of up to 80% of Mr. Jones’ base salary, consistent with the CVBF’s applicable executive incentive compensation program, based upon (x) Mr. Jones’ individual performance and accomplishment of specified business and financial goals during each fiscal year and (y) CVBF’s overall financial performance; (f) eligibility to participate in CVBF’s deferred compensation and 401(k)/profit-sharing programs; (g) eligibility to participate in CVBF’s employee group benefit plans and programs on terms comparable to those of similarly situated employees; (h) reimbursement for monthly dues and reasonable business expenses in connection with one golf club membership and one social club membership, and (i) an automobile allowance of $1,200 per month.

Pursuant to the Jones Employment Agreement, Mr. Jones is entitled to severance compensation in the event of either (i) a termination by CVBF of Mr. Jones’ employment without cause or Mr. Jones’ resignation of employment for “good reason” (as such term is defined in the Jones Employment Agreement) or (ii) a change in control of CVBF, if Mr. Jones’ employment is terminated, either within 180 days prior to or one year after the occurrence of such change in control, by the successor corporation, or, within one year after the occurrence of such change in control by Mr. Jones for “good reason.”

In the event Mr. Jones’ employment is terminated by CVBF without cause or by Mr. Jones for “good reason,” Mr. Jones would receive one times (1x) his then-current annual base salary and one times (1x) his average annual bonus for the prior two years. In the event of any termination of Mr. Jones’ employment by CVBF or a successor company, or Mr. Jones’ resignation for “good reason,” in connection with a change in control of CVBF within the time periods specified above, Mr. Jones would receive two times (2x) his then-current annual base salary and two times (2x) his average annual bonus for the prior two years and 24 months of employer paid COBRA coverage. In addition, in the event of a change of control of CVBF, all outstanding unvested restricted stock and restricted stock units granted to Mr. Jones would accelerate.

The foregoing description of Mr. Jones’ compensation arrangements does not purport to be complete and is qualified in its entirety by reference to the Jones Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Appointment of Directors to the Boards of Directors of CVBF and Citizens

Pursuant to the terms of the Merger Agreement, on March 18, 2026, the boards of directors of CVBF and Citizens approved on a prospective basis the appointments of Mr. Jones and Ms. Julianne Biagini-Komas to the boards of CVBF and Citizens. Such appointments were contingent on, and to be effective concurrent with the completion of the Mergers. In connection with the closing of the Mergers, Mr. Jones and Ms. Biagini-Komas became the directors of CVBF and Citizens on the Closing Date.

Pursuant to the Merger Agreement, certain of the former directors of Heritage (including Mr. Jones and Ms. Biagini-Komas) executed (i) a Voting and Support Agreement pursuant to which, among other things, such director agreed, in his or her capacity as a shareholder of Heritage, to vote in favor of the Merger; and (ii) a Non-Solicitation and Non-Disclosure Agreement under which the signing person agreed not to solicit the employees or customers of CVBF (or the former Heritage) and Citizens (or the former Heritage Bank) for a period of time as specified in the agreement. Such Voting and Support Agreement and Non-Solicitation and Non-Disclosure Agreement are described in further details in the Company’s Current Report on Form 8-K filed with the Commission on December 23, 2025. Other than the foregoing disclosure and the

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Merger Agreement, there is no arrangement or understanding between Mr. Jones or Ms. Biagini-Komas and any other person pursuant to which Mr. Jones or Ms. Biagini-Komas was selected as a director, and there are no family relationships between Mr. Jones or Ms. Biagini-Komas and any other director, executive officer, or person nominated or chosen by the Company to become an executive officer. There are no transactions involving Mr. Jones or Ms. Biagini-Komas to be reported pursuant to Item 404(a) of Regulation S-K.

Mr. Jones will not receive any compensation for serving as a director of CVBF or Citizens. Ms. Biagini-Komas will receive compensation consistent with and as currently paid to the Company’s and Citizens’ other non-employee board members.

Mr. Jones will serve on the Balance Sheet Management Committee, the Risk Management Committee and the Trust Services Committee of the Citizens board.

Ms. Biagini-Komas most recently served as board chairperson at Heritage since May 2025 and has served on the board of Heritage since 2015. She is an experienced financial and technology executive, with more than 30 years of service in the technology and communications hardware manufacturing sectors. She served as Vice President, Finance and Human Resources of CNEX Labs, Inc., from March 2015 until her retirement in April 2021. She was also Chief Financial Officer of Quantumscape Corporation from 2011 to 2014, and, from 1994 to 2007, she held various executive finance roles at Endwave Corporation, a company previously listed on Nasdaq, including as Chief Financial Officer from 2001 to 2006. She holds a Bachelor of Science degree in Accounting from San Jose State University and a Master’s degree in Business Administration from Santa Clara University, and she is a certified public accountant.

Based on Ms. Biagini-Komas’ background, experience and qualifications, she is considered (i) an independent non-employee director under the applicable Securities and Exchange Commission and NASDAQ rules; and (ii) an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K. Ms. Biagini-Komas will serve on the Audit Committee, the Compensation Committee and the Nominating & Corporate Governance Committee of the CVBF board and the Balance Sheet Management Committee, Risk Management Committee and Trust Services Committee of the Citizens board.

Amendment to CVBF and Citizens Employment Agreements with Named Executive Officers

Effective as of April 17, 2026, the Company and Citizens entered into First Amendments to Employment Agreements (each, a “First Amendment” and, collectively, the “First Amendments”) with each of their named executive officers: E. Allen Nicholson, Executive Vice President and Chief Financial Officer; David F. Farnsworth, Executive Vice President and Chief Credit Officer; David C. Harvey, Executive Vice President and Chief Operating Officer; and Richard H. Wohl, Executive Vice President and General Counsel (each a “NEO,” and collectively, “NEOs”).

Pursuant to the First Amendments, and consistent with the applicable terms in the Jones Employment Agreement, the employment arrangements for each NEO were amended to provide severance benefits in the event of (i) a termination by CVBF or Citizens of such NEO’s employment without cause or, (ii) such NEO’s resignation of employment for “good reason” (as such term is defined in their respective Employment Agreement). In either such event, the affected NEO would receive one times (1x) the NEO’s then-current base salary and one times (1x) the NEO’s average annual bonus for the two preceding years.

The foregoing summary of the First Amendments does not purport to be complete and is qualified in its entirety by reference to the First Amendment, the form of which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 17, 2026, CVBF issued a press release announcing the closing of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The financial statements of Heritage required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Reorganization and Merger by and between CVB Financial Corp. and Heritage Commerce Corp, dated as of December 17, 2025 (incorporated by reference to Exhibit 2.1 to CVBF’s Form 8-K, filed with the SEC on December 23, 2025).
10.1		Employment Agreement by and among CVB Financial Corp., Citizens Business Bank, National Association and R. Clay Jones, effective April 17, 2026.
10.2		Form of First Amendment to Employment Agreement by and among CVB Financial Corp. and Citizens Business Bank, National Association, on the one hand, and each of E. Allen Nicholson, David F. Farnsworth, David C. Harvey, and Richard H. Wohl, respectively, on the other hand, effective April 17, 2026.
99.1		Press Release, dated April 17, 2026, announcing the completion of the mergers of Heritage Commerce Corp and Heritage Bank of Commerce with and into CVB Financial Corp, and Citizens Business Bank, National Association, respectively.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: April 21, 2026				By:		/s/ E. Allen Nicholson
						E. Allen Nicholson
						Executive Vice President and Chief Financial Officer

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Exhibit 99.1

CVB Financial Corp. Announces Completion of Merger with Heritage Commerce Corp

ONTARIO, Calif., April 17, 2026 (GLOBE NEWSWIRE) — CVB Financial Corp. (the “Company”) announced today that the planned mergers between CVB Financial Corp. (Nasdaq: “CVBF”) and Heritage Commerce Corp (Nasdaq: “HTBK”), and between CVBF’s wholly owned banking subsidiary, Citizens Business Bank (“CBB” and, with CVBF, “Citizens”) and HTBK’s wholly-owned banking subsidiary, Heritage Bank of Commerce (“HBC” and, with HTBK, “Heritage”), were completed on April 17, 2026. HTBK was merged with and into CVBF, and HBC was merged with and into CBB, in accordance with the terms and conditions of that certain Agreement and Plan of Reorganization and Merger (“Merger Agreement”), dated as of December 17, 2025, by and between CVBF and HTBK, in an all-stock transaction.

The acquisition of Heritage will result in Citizens’ total assets exceeding $20 billion. Citizens’ total loans will increase to approximately $12 billion and total deposits and customer repurchase agreements will increase to approximately $17 billion. This acquisition should accelerate Citizens’ growth opportunities, by incorporating Heritage’s complementary banking footprint, including 16 well-located branches in the Bay Area, and by extending Citizens’ premier business banking franchise to cover all of California’s major metropolitan areas.

“We would like to welcome Heritage’s customers, associates and shareholders to Citizens. This merger marks the most strategic and largest acquisition by asset size in our history, bringing together two premier, relationship-focused business banks and advancing our longstanding objective of expanding into the Bay Area,” said David Brager, Chief Executive Officer of Citizens.

Clay Jones, President and Chief Executive Officer of Heritage, will be joining Citizens as President of the combined organization in connection with the mergers. David Brager will continue to serve as Chief Executive Officer of Citizens. Two Heritage directors, Clay Jones and Julianne Biagini-Komas, are joining CVBF’s and CBB’s respective Boards of Directors. Their addition increases the number of CVBF and CBB directors from nine to eleven.

Corporate Overview

CVB Financial Corp. is the holding company for Citizens Business Bank, National Association. CVBF is one of the ten largest bank holding companies headquartered in California with more than $20 billion in total assets as of the closing of the mergers with HTBK and HBC. Citizens Business Bank is consistently recognized as one of the top performing banks in the nation and offers a wide array of banking, lending and investing services with more than 75 banking centers and three trust office locations serving California.

Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF”. For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab.

Forward-Looking Statements

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the transaction between CVBF and Heritage, the plans, objectives, expectations and intentions of CVBF and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, estimates, uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, project, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

Although there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: difficulties and delays in integrating Heritage’s business, key personnel and customers into CVBF’s business and operations, and achieving anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and other business disruption following the merger, including difficulties in maintaining or modifying relationships with customers, vendors and employees; supply and demand for commercial or residential real estate and periodic deterioration in real estate prices and/or values in California or other states where CVBF lends; a sharp or prolonged slowdown or decline in real estate construction, sales or leasing activities; CVBF’s ability to retain and increase market share, to retain and grow customers and to control expenses; the costs or effects of other mergers, acquisitions or dispositions CVBF may make, whether CVBF is able to obtain any required governmental approvals in connection with any such mergers, acquisitions or dispositions, and/or CVBF’s ability to realize the contemplated financial or business benefits associated with any such mergers, acquisitions or dispositions; CVBF’s relationships with and reliance upon outside vendors with respect to certain of CVBF’s key internal and external systems, applications and controls; changes in the financial performance and/or condition of CVBF’s borrowers or depositors and the resulting impact on CVBF’s ability to raise capital or to make acquisitions, including as a result of the performance of other financial companies and peer group companies; CVBF’s ability to recruit and retain key executives, board members and other employees; the dilution caused by the issuance of shares of CVBF’s common stock in the transaction; possible impairment charges to goodwill, including any impairment that may result from increased volatility in CVBF’s stock price; possible credit-related impairments or declines in the fair value of loans and securities held by CVBF; volatility in the credit and equity markets and its effect on the general economy, and local, regional, national and international economic and market conditions, and the impact they may have on CVBF, its customers and capital, deposits, assets and liabilities; CVBF’s ability to attract deposits and other sources of funding or liquidity; changes in general economic, political, or industry conditions, and in conditions impacting the banking industry specifically; catastrophic events or natural disasters, including earthquakes, drought, climate change or extreme weather events that may affect CVBF’s assets, communications or computer services, customers, employees or third-party vendors; geopolitical events, including international crises and wars; public health crises and pandemics, and their effects on the economic and business environments in which CVBF operates; the strength of the United States economy and the strength of the local economies in which we conduct business; the effects of, and changes in, immigration, trade, tariff, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; the impact of changes in financial services policies, laws, regulations, and ongoing or unanticipated regulatory or legal proceedings or outcomes, including those concerning banking, taxes, securities, and insurance, and the application thereof by regulatory agencies; the effectiveness of

CVBF’s risk management framework, quantitative models and ability to manage the risks involved in regulatory, legal or policy changes; the risks associated with CVBF’s loan portfolio, including the risks of any geographic and industry concentrations; the impact of systemic or non-systemic failures, crisis or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews; CVBF’s ongoing relations with various federal and state regulators, including, but not limited to, the SEC, Federal Reserve Board, Office of the Comptroller of the Currency and FDIC; and other factors that may affect the future results of CVBF.

Additional factors that could cause results to differ materially from those described above can be found in CVBF’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, which, once filed, will be available on the SEC’s website and on CVBF’s website at http://www.cbbank.com under the “Investors” tab, and in other documents CVBF files with the SEC and, in each case, in particular, the discussion of “Risk Factors” set forth in such filings.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and are based on information available at that time. CVBF does not assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If CVBF updates one or more forward-looking statements, no inference should be drawn that CVBF will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Contact: David A. Brager

Chief Executive Officer

(909) 980-4030

FAQ

What did CVB Financial Corp. (CVBF) announce in this 8-K?

CVB Financial Corp. reported it completed its all-stock acquisition of Heritage Commerce Corp. on April 17, 2026. Heritage and its bank subsidiary were merged into CVBF and Citizens Business Bank, significantly increasing Citizens’ assets, loans, deposits and branch footprint across California, including the Bay Area.

What were the merger terms between CVBF and Heritage Commerce Corp.?

Each Heritage Commerce Corp. share was converted into the right to receive 0.65 shares of CVBF common stock. CVBF issued approximately 41 million shares as merger consideration, and Heritage equity awards were cashed out, vested or converted into CVBF equity consistent with the disclosed exchange mechanics.

How large is CVB Financial Corp. after acquiring Heritage Commerce Corp.?

Following the Heritage acquisition, Citizens’ total assets exceed $20 billion. Total loans rise to approximately $12 billion, while total deposits and customer repurchase agreements increase to about $17 billion, reflecting a meaningfully larger balance sheet and expanded customer base.

How does the Heritage merger change CVBF’s branch network and markets?

The acquisition adds 16 Heritage branches in the Bay Area to Citizens’ network, helping extend its premier business banking franchise across all major California metropolitan areas. Management describes the deal as its most strategic and largest acquisition by asset size to date.

What new leadership roles and compensation were disclosed for Clay Jones at CVBF?

Clay Jones was appointed President of CVBF and Citizens. His employment agreement provides a $700,000 annual base salary, a $1.8 million cash retention award vesting in 2027 and 2028, equity grants totaling 20,000 shares, plus incentive bonus eligibility and various benefits and allowances.

What severance protections were added for CVBF’s named executive officers?

First Amendments to employment agreements for four named executive officers provide severance if employment is terminated without cause or resigned for “good reason.” Each would receive one times current base salary and one times their average annual bonus for the prior two years under those circumstances.

What governance changes occurred at CVBF’s board after the Heritage merger?

Clay Jones and Julianne Biagini-Komas joined the boards of CVBF and Citizens upon closing. Ms. Biagini-Komas is deemed an independent director and an “audit committee financial expert” and will serve on key committees, while Jones serves on several Citizens board committees without additional director compensation.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 13.1 KB

Agreements & Contracts

• EX-10.1 EX-10.1 148.3 KB
• EX-10.2 EX-10.2 138.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB