Heritage Comm Corp SEC Filings

CVB Financial Corp. and Heritage Commerce Corp. have announced a definitive all‑stock merger agreement. Heritage shareholders will receive 0.65 shares of CVBF common stock for each Heritage share, implying a total deal value of about $811 million based on the prior day’s closing prices. Pro forma ownership in the combined bank is expected to be approximately 77% CVBF and 23% Heritage.

The combined institution is projected to have comprehensive coverage of major California business banking markets and to be positioned as a leading business bank in the state. Management projects 2027 return on average assets of 1.5% and return on average tangible common equity of about 17%. The merger is expected to deliver 13.2% earnings‑per‑share accretion in 2027 and an internal rate of return above 20%, supported by an assumed 35% cost savings.

Including interest rate marks, tangible book value dilution is estimated at 7.7% with a projected earn‑back period of 2.5 years. The pro forma company is expected to have an estimated common equity Tier 1 ratio of 14.6% at closing, which management believes will support ongoing dividends, share repurchases, and future growth.

Heritage Commerce Corp is set to merge with CVB Financial Corporation in an all‑stock deal that management calls CVBF’s most strategic and largest acquisition by assets. Heritage shareholders will receive 0.65 CVBF shares for each Heritage share, implying a total transaction value of about $811 million based on the prior trading day’s closing prices and resulting in pro forma ownership of roughly 77% CVBF and 23% Heritage.

CVBF projects the combined bank can reach a 2027 return on average assets of 1.5% and a 2027 return on average tangible common equity of about 17%, with estimated 13.2% earnings per share accretion in 2027 and an internal rate of return of about 20%. Including rate marks, management forecasts 7.7% tangible book value dilution with an earn‑back period of around 2.5 years, supported by targeted 35% cost savings and a pro forma CET1 ratio of 14.6% at closing. Heritage’s single‑family mortgage loans are assumed sold at close at roughly $0.83 on the dollar, freeing capital to reinvest while the combined bank pursues a relationship‑focused commercial strategy across California, including expanded access to the Bay Area.

Heritage Commerce Corp outlines important legal disclosures related to its proposed merger with CVB Financial Corp (CVBF). The communication emphasizes that any statements about expected merger benefits, financial impact, timing, and post-merger performance are forward-looking and subject to numerous risks, including integration challenges, higher transaction costs, potential customer and deposit loss, regulatory approvals, market volatility, technology and cybersecurity issues, and broader economic conditions.

The companies explain that CVBF will file a Form S-4 registration statement with the SEC containing a Joint Proxy Statement/Prospectus, which will be used to solicit shareholder votes on the merger. Security holders of both CVBF and Heritage are urged to carefully read these materials when available, as well as each company’s existing SEC reports, to understand the risks, governance, ownership, and other details related to the proposed merger and the proxy solicitation process.

CVB Financial Corp. and Heritage Commerce Corp outline a proposed merger under an Agreement and Plan of Reorganization and Merger dated December 17, 2025. The communication focuses on extensive forward‑looking statement disclosures, explaining that expectations about merger benefits, financial results and timing are subject to many risks and uncertainties.

It lists potential challenges such as integration difficulties, higher than expected transaction costs, customer or deposit attrition, regulatory and shareholder approval risks, market volatility, credit quality issues, technology and cybersecurity risks, and broader economic, interest rate, and regulatory changes. The companies note that a Form S‑4 registration statement with a Joint Proxy Statement/Prospectus will be filed with the SEC and urge shareholders to read these materials when available to understand the merger and related proxy solicitations.

CVB Financial Corp. and Heritage Commerce Corp describe a proposed merger under an Agreement and Plan of Reorganization and Merger dated December 17, 2025. The communication focuses on extensive forward-looking statement disclosures, explaining that expectations about merger benefits, financial impact, timing, and future performance are subject to many risks and uncertainties.

They highlight potential issues such as integration challenges, higher transaction costs, deposit and customer losses, credit and real estate risks, regulatory approvals, stock price volatility, cybersecurity, litigation, and broader economic and interest rate conditions. The companies state that CVB Financial will file a Form S-4 with a Joint Proxy Statement/Prospectus, and shareholders of both companies will be asked to consider the merger using those materials, which will be available for free from the SEC and the companies. The communication also notes that directors and executive officers of both institutions may be deemed participants in the proxy solicitation, with information about their holdings available in existing SEC filings.

CVB Financial Corp., parent of Citizens Business Bank, announced that it has entered into a definitive agreement to merge with Heritage Commerce Corp, parent of Heritage Bank of Commerce. The combination is described as a strategic merger of two community-focused banks aimed at strengthening client service, creating new growth opportunities, and enhancing long-term stakeholder value.

The transaction is subject to customary regulatory and shareholder approvals and is expected to close in the second quarter of 2026. CVB plans to file a Form S-4 registration statement that will include a joint proxy statement and prospectus, and shareholders of both companies are urged to read these materials carefully when available because they will contain important information about the merger.

Heritage Commerce Corp has provided an employee FAQ communication outlining extensive forward-looking statement cautions related to its proposed merger with CVB Financial Corp (CVBF). The text explains that statements about expected benefits, future financial results, timing of completion, and post-merger integration are subject to numerous risks, including integration challenges, regulatory approvals, market conditions, credit quality, technology, competition, and macroeconomic factors. It emphasizes that these forward-looking statements are qualified by detailed risk factors and only speak as of their date. The communication also explains that CVBF will file a Form S-4 with a joint proxy statement/prospectus, that shareholders of both companies will be asked to vote on the merger, and directs investors to SEC filings and company websites for the full registration statement and proxy materials when available.

Heritage Commerce Corp has agreed to a definitive all-stock merger with Citizens Business Bank to create a larger California-focused commercial and community bank. The combined organization is expected to have approximately $22 billion in assets, giving it a broader and more geographically diverse platform across the Bay Area and Southern and Central California. Heritage’s CEO Clay Jones will become President of the combined bank, and two Heritage board members will join the new board, providing leadership continuity. The merger is expected to close in the second quarter of 2026, subject to customary regulatory and shareholder approvals and other closing conditions, after which Heritage shareholders will own Citizens stock and participate in the future performance of the combined company.

Heritage Commerce Corp has entered into a definitive agreement to combine with Citizens Business Bank in an all-stock merger to form what they describe as California’s premier commercial and community bank. Once completed, the combined institution is expected to have approximately $22 billion in assets and operate from more than 75 offices and branches across key economic centers in the state.

The merger is expected to close in the second quarter of 2026, subject to regulatory approvals, approval by shareholders of both Heritage and CVB Financial Corp., and other customary closing conditions. Until closing, Heritage will continue to operate independently, after which it will become part of the Citizens platform and adopt the Citizens Business Bank name. The companies emphasize shared relationship-banking values, broader capital and technology resources, and a focus on a seamless transition for clients, while also outlining extensive risk factors and uncertainties around integration, approvals, and market conditions.