Filed by Heritage Commerce Corp
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Heritage Commerce Corp
Commission File No.: 000-23877
Date: December 18, 2025
The following email was sent by Heritage Commerce Corp
to its employees on December 17, 2025.
Dear Heritage Team,
I am reaching out to share some exciting news about the future of Heritage.
Just a few moments ago, we announced a definitive agreement to combine
with Citizens Business Bank in an all-stock transaction to create California’s premier commercial and community bank. You can read
our full announcement on our company News page.
Some
of you may already know Citizens Business Bank, which, like us, has deep roots in California, with more than 50 years of history serving
businesses and communities primarily in the Southern and Central regions of the state. Most importantly, our cultures align, and we’re
pleased to partner with a bank like Citizens that has a long-standing track record as a client-first, consistent, and trusted institution.
While we sit in different regions, both Heritage and Citizens have
played an important role in supporting California communities by serving as anchors of stability, trust, and financing solutions for the
businesses and organizations that rely on us. We at Heritage have the great privilege of living and working in one of the most dynamic
local economies not just in California, but in the country. The Bay Area is home to a powerful economic engine supported by a vibrant
ecosystem of small- and medium-sized businesses, many of which we are proud to call clients.
In a market with this level of economic vitality, liquidity, and capital,
a competitive and vast banking environment is to be expected. And while we believe immensely in our standalone strength, combining with
a larger and complementary institution like Citizens Business Bank presents a meaningful opportunity to deepen our resources, expand
our scale, and extend our impact. Through an exchange of common stock upon close, this transaction will enable shareholders of Heritage
to participate in the future upside of the combined company.
For
Citizens, Heritage represents the leading commercial bank in the Bay Area, a high-growth region where it does not currently have a significant
presence. Citizens Business Bank’s interest in us and in our team is a testament to Heritage’s foundation, the consistent
execution of our team, and a shared vision of building a relationship bank for all Californians. This broader and more geographically
diverse platform, which will hold approximately $22 billion in assets, enhances our ability to compete effectively with larger national
financial institutions in our state, while preserving the local decision-making and relationship focus that differentiates us. We will
achieve this through the shared values, steady growth, and the same personalized service our clients have come to expect from us.
I will be joining Citizens Business Bank as President of the combined
organization, with two of our current Board members joining the combined company’s Board as well. This will allow continuity for
our business and reflects the real, abiding respect that Citizens has for Heritage.
During my six years here, including the last three and a half as CEO,
I have seen our people rise to the occasion time and again. While it will be a transition and a new chapter as part of Citizens Business
Bank, I am confident that a larger, more diversified platform will create meaningful growth opportunities for our clients, business and
stakeholders. Bringing together exceptionally talented people from both organizations, with expanded resources, will position the combined
company as the most capable commercial banking team in the state.
Today is only day one, and the merger is expected to close in the second
quarter of 2026, subject to customary regulatory approvals, Heritage and Citizens shareholder approvals, and other closing conditions.
Until the transaction is completed, we will continue to operate independently, and it will remain business as usual for all of us.
We have attached an FAQ that I hope will address many of your initial
questions and will help you share this news with clients. That said, I want to stress that not every question will be able to be answered
on day one. As we progress with integration planning efforts, we are committed to communicating openly and providing updates as appropriate.
I would also like to invite you all to attend an all staff call tomorrow,
December 18th at 8:30 AM. You should receive an invitation shortly. Given our position as a public company, it is also possible
that you may receive questions from the media or shareholders. If that occurs, please direct those inquiries to me.
I am extremely proud of what we have built together and grateful for
the dedication and professionalism you bring to Heritage every day. I look forward to sharing additional details with you later today
and as we move toward closing. In the meantime, let’s stay focused on serving our clients and finishing the year strong.
Warm regards,
Clay Jones
CAUTIONARY NOTE REGARDING 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 proposed transaction
(including statements about the future financial and operating results and impact on CVBF’s earnings and tangible book value per
share), the plans, objectives, expectations and intentions of CVB Financial Corp. (“CVBF”) and Heritage Commerce Corp (“Heritage”),
the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject
to numerous assumptions, risks, estimates, uncertainties and other important factors that may change over time and could cause actual
results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements, including
as a result of the factors referenced below. 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 relationships with 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 and Heritage lend;
a sharp or prolonged slowdown or decline in real estate construction, sales or leasing activities; CVBF’s or Heritage’s ability
to retain and increase market share, to retain and grow customers and to control expenses; the costs or effects of mergers, acquisitions
or dispositions CVBF may make, whether CVBF and Heritage are 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 timely development and implementation of new banking products and services
and the perceived overall value of these products and services by customers and potential customers; CVBF’s or Heritage’s
relationships with and reliance upon outside vendors with respect to certain of CVBF’s or Heritage’s key internal and external
systems, applications and controls; the occurrence of any event, change or other circumstances that could give rise to the right of one
or both of the parties to terminate Agreement and Plan of Reorganization and Merger to which CVBF and Heritage are parties; changes in
commercial or consumer spending, borrowing and savings patterns, preferences or behaviors; technological changes and the expanding use
of technology in banking and financial services (including the adoption of mobile banking, funds transfer applications, electronic marketplaces
for loans, blockchain technology, fintech, artificial intelligence, and other financial products, systems or services); changes in the
financial performance and/or condition of CVBF’s or Heritage’s borrowers or depositors; fluctuations in CVBF’s or Heritage’s
share price before closing, and the resulting impact on CVBF’s ability to raise capital or to make acquisitions, including as a
result of the financial performance of the other party prior to closing, or more generally due to broader stock market movements, and
the performance of financial companies and peer group companies; CVBF’s ability to recruit and retain key executives, board members
and other employees; the failure of CVBF or Heritage to obtain regulatory or shareholder approvals, as applicable, or to satisfy any of
the other conditions to the closing of the proposed merger on a timely basis or at all, and the risk that such approvals may result in
the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely
affect the expected benefits of the proposed transaction; 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
or Heritage’s stock price; possible credit-related impairments or declines in the fair value of loans and securities held by CVBF
or Heritage; volatility in the credit and equity markets and its effect on the general economy, and local, regional, national and international
economic and market conditions, political events and public health developments and the impact they may have on CVBF or Heritage, their
customers and their capital, deposits, assets and liabilities; CVBF’s or Heritage’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 or Heritage’s assets, communications or computer services, customers, employees or third-party vendors;
public health crises and pandemics, and their effects on the economic and business environments in which CVBF and Heritage operate; changes
in the competitive environment among banks and other financial services and technology providers, and competition and innovation with
respect to financial products and services by banks, financial institutions and non-traditional providers including retail businesses
and technology companies; 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; inflation/deflation, interest rate, market and monetary fluctuations; changes in
interest rates that could significantly reduce net interest income and negatively affect asset yields and valuations and funding sources,
including impacts on prepayment speeds; 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 or Heritage’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 or Heritage’s
loan portfolios, 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; cybersecurity threats
and fraud and the costs of defending against them, including the costs of compliance with legislation or regulations to combat fraud and
cybersecurity threats; the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation
and resolution of any legal proceedings relating to the proposed merger (including any securities, shareholder class actions, lender liability,
bank operations, check or wire fraud, financial product or service, data privacy, health and safety, consumer or employee class action
litigation); regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews; CVBF’s
or Heritage’s ongoing relations with various federal and state regulators, including, but not limited to, the SEC, Federal Reserve
Board, FDIC, Office of the Comptroller of the Currency, and California DFPI; and other factors that may affect the future results of CVBF
and Heritage.
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, 2024 (available here) and
subsequently filed Quarterly Reports on Form 10-Q, which are on file with the SEC and available on CVBF’s website at http://www.cbbank.com
under the “Investors” tab, and in other documents CVBF files with the SEC, and in Heritage’s Annual Report on Form 10-K
for the year ended December 31, 2024 (available here) and subsequently filed Quarterly Reports on Form 10-Q, which are on file with the
SEC and available on Heritage’s website, https://www.heritagecommercecorp.com, under the “Investor Relations” tab and
in other documents Heritage 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. Neither CVBF nor Heritage assumes 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 or Heritage updates one or more forward-looking statements, no inference should be drawn that CVBF
or Heritage 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.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND
IT
In connection with the proposed merger, CVBF will file with
the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of CVBF and Heritage and a Prospectus of CVBF (the
“Joint Proxy Statement/Prospectus”), as well as other relevant documents concerning the Mergers. Certain matters in respect
of the proposed merger involving CVBF and Heritage will be submitted to CVBF’s shareholders or Heritage’s shareholders, as
applicable, for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, nor shall there be any sale of securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Before
making any voting or investment decision, security holders of CVBF and security holders of Heritage are urged to carefully read the entire
registration statement and the Joint Proxy Statement/Prospectus, when they become available, as well as any amendments or supplements
to these documents, because they will contain important information about the proposed merger. The documents filed by CVBF and
Heritage with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by CVBF
may be obtained free of charge at CVBF’s website at http://www.cbbank.com under the “Investors” tab or at Heritage’s
website at http://www.heritagecommercecorp.com under the “Investor Relations” tab. Alternatively, these documents, when available,
can be obtained free of charge by directing a written request to CVBF, Attention: Investor Relations, 701 North Haven Avenue, Ontario,
CA 91764, or by calling (909) 980-4030, or to Heritage Commerce Corp, Attention: Investor Relations, 224 Airport Parkway, San Jose, CA
95110, or by calling (408) 947-6900.
PARTICIPANTS IN THE SOLICITATION
CVBF, Heritage, and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from CVBF’s shareholders or Heritage’s shareholders
in connection with the proposed merger transaction under the rules of the SEC.
Information regarding CVBF’s directors and executive
officers is available in the sections entitled “Directors, Executive Officers and Corporate Governance” and
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in CVBF’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025 (available
here); in the sections entitled “Board Oversight and Structure,” “Our Executive Officers,”
“The Nominees” “Certain Relationships and Related Person Transactions,” “Director
Compensation,” “Compensation Arrangements with our President and Chief Executive Officer,”
“Compensation Arrangements with our Other Named Executive Officers,” “Summary of Compensation
Table” and “How Much Stock Do CVB Financial Corp.’s Directors and Executive Officers Own” in
CVBF’s definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April
8, 2025 (available
here); in the Form 8-K filed with the SEC on October 23, 2025 regarding the election of a new director (available
here); and in other documents filed by CVBF with the SEC. Information regarding Heritage’s directors and executive
officers is available in the sections entitled “Directors, Executive Officers and Corporate Governance” and
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in
Heritage’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 10,
2025 (available
here); in the sections entitled “The Board and Corporate Governance,” “Director
Compensation,” “Our Executive Officers,” “Executive Compensation,”
“Beneficial Ownership of Common Stock,” and “Transactions with Management” in Heritage’s
definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 7, 2025 (available
here); and in other documents filed by Heritage with the SEC.
To the extent holdings of CVBF’s common stock by the CVBF directors
and executive officers, or holdings of Heritage’s common stock by the Heritage directors and executive officers, have changed from
the amounts held by such persons as reflected in the documents described above, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/edgar/browse/?CIK=354647&owner=exclude, in the case of CVBF, and available at https://www.sec.gov/edgar/browse/?CIK=1053352&owner=exclude, in the case of Heritage).
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus relating to the proposed merger. Free copies of this
document and the above-mentioned Joint Proxy Statement/Prospectus, when it becomes available, may be obtained as described in the preceding
section titled “Additional Information About the Proposed Merger and Where to Find It.”
