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CVB Financial Corp EVP & General Counsel Richard H. Wohl received 8,291 shares of common stock as a stock award tied to performance stock units granted on January 25, 2023.
To cover taxes on the vested shares, 4,145 shares were withheld at 19.005 per share, leaving him with 50,188.642 shares held directly.
CVB Financial Corp. is moving forward with its planned merger with Heritage Commerce Corp. and has issued a supplement to their joint proxy statement/prospectus. The update responds to three shareholder lawsuits and demand letters that allege disclosure deficiencies, while the companies state they believe the claims are without merit.
The supplement corrects Heritage share count and insider ownership figures as of the record date, refreshes the peer group comparison tables for both Heritage and CVBF, and adds detail on Piper Sandler’s valuation work, including discount rates of about 10% for both stocks and projected EPS accretion and tangible book value dilution metrics for CVBF after closing.
It also clarifies executive and director equity holdings, severance and bonus estimates, potential retention awards, and post‑merger employment or termination outcomes for specific Heritage executives, as well as additional voting and support agreement mechanics. The overall merger terms and shareholder meeting plans remain unchanged.
CVB Financial Corp., parent of Citizens Business Bank, reports a strong 2025 balance sheet with $15.63 billion in assets, $8.62 billion in net loans, $12.07 billion in deposits and $2.30 billion in shareholders’ equity as of December 31, 2025.
The bank focuses on serving small and mid-sized businesses across California through 62 banking centers and multiple trust offices, offering a full suite of commercial, agribusiness, real estate, consumer and wealth management services. It remains well capitalized under Basel III standards and maintains FDIC-insured deposits.
A key development is a pending all-stock merger with Heritage Commerce Corp., under which Heritage shareholders will receive 0.65 CVB shares per Heritage share. After closing, CVB shareholders are expected to own about 77% of the combined company and Heritage shareholders about 23%, creating a bank with roughly $22 billion in assets and more than 80 locations, subject to regulatory and shareholder approvals and expected to close in the second quarter of 2026.
CVB Financial Corp Chief Accounting Officer Sheryl Laygo reported a small share disposition related to taxes, not an open-market trade. She had 248 shares of common stock withheld at $20.48 per share to cover taxes on restricted stock that vested on January 22, 2026. After this tax-withholding disposition, she continues to directly own 14,648 shares of CVB Financial common stock.
CVB Financial Corp. reported that director Kimberly Sheehy will retire from the boards of both the company and its wholly owned subsidiary, Citizens Business Bank. She informed the company on February 18, 2026, that she will not stand for reelection at the annual shareholder meeting scheduled for May 20, 2026.
The company states that her decision is not due to any disagreement with its operations, policies, or practices. Sheehy will continue to serve as Chair of the Audit Committee and as a director through the end of her current term, providing continuity in oversight until the meeting.
CVB Financial Corp. and Heritage Commerce Corp plan a stock-for-stock merger that will create a larger California business bank. Heritage shareholders will receive 0.65 shares of CVBF common stock for each Heritage share, with no fractional CVBF shares issued; cash will be paid instead for fractions.
Based on recent CVBF trading prices, this implied value for Heritage stock has been in the low‑teens dollars per share. CVBF expects to issue about 40.6 million new shares, leaving former CVBF holders owning roughly 77% of the combined company and former Heritage holders about 23%.
Citizens Business Bank will absorb Heritage Bank of Commerce after the parent-level merger, expanding CVBF’s footprint into the Bay Area. Both boards unanimously recommend shareholders vote in favor, and special meetings are set for March 26, 2026. The parties expect the transaction to qualify as a tax‑free reorganization for U.S. federal income tax purposes.
CVB Financial Corp. is registering approximately 40.6 million shares of its common stock for issuance to Heritage Commerce Corp shareholders in an all‑stock merger. Each Heritage share is expected to convert into 0.65 CVBF shares, with no fractional CVBF shares issued.
Based on recent CVBF prices, this implied about $13.00 per Heritage share at signing and $13.79 as of February 9, 2026. After closing, former CVBF holders are expected to own about 77% of the combined company and former Heritage holders about 23%. Both companies plan shareholder meetings on March 26, 2026 to approve the merger, which is intended to qualify as a tax‑deferred reorganization for U.S. federal income tax purposes and is targeted to close in the second quarter of 2026, subject to shareholder and regulatory approvals.
CVB Financial Corp. is registering and expects to issue approximately 40.6 million shares of its common stock to Heritage Commerce Corp shareholders in an all‑stock merger. Heritage investors will receive 0.65 shares of CVBF common stock for each Heritage share, while CVBF shareholders keep their existing holdings.
The merger will combine Citizens Business Bank and Heritage Bank of Commerce, creating a larger California business bank with expanded Bay Area presence. After closing, former Heritage shareholders are expected to own about 23% of CVBF and Heritage stock will be delisted, with the deal intended to qualify as a tax‑free reorganization for U.S. federal income tax purposes.
CVB Financial Corp’s EVP and Chief Risk Officer Yamynn DeAngelis reported routine share withholdings related to restricted stock awards. On January 26, 2026, 824 common shares at $19.84 were withheld for taxes, leaving 134,532 shares directly owned. On January 27, 2026, 575 shares at $19.60 were withheld for taxes, leaving 133,957 shares directly owned. The footnotes explain these transactions were share withholdings to pay taxes due on vested restricted stock awards, rather than discretionary open-market sales.
CVB Financial Corp’s Chief Accounting Officer, Sheryl Laygo, reported a routine tax-related share withholding. On January 26, 2026, 248 shares of common stock were withheld at $19.84 per share to cover taxes on vested restricted stock awards. After this transaction, she directly beneficially owned 14,896 common shares.