CVB Financial (HTBK partner) plans $811M all-stock merger with Heritage Commerce

Rhea-AI Filing Summary

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.

Insights

Bank M&A and capital structure analyst

All-stock CVBF–Heritage merger targets EPS accretion with strong post‑deal capital.

CVB Financial is proposing a 100% stock acquisition of Heritage Commerce valued at about $811 million, with a fixed exchange ratio of 0.65 CVBF shares per Heritage share. Pro forma ownership of roughly 77% for CVBF holders and 23% for Heritage holders shows that Heritage investors become meaningful minority owners in a larger California business bank.

Management highlights projected 2027 return on average assets of 1.5% and return on average tangible common equity of about 17%, alongside expected EPS accretion of 13.2% in 2027 and an internal rate of return above 20%. These projections are driven partly by planned cost savings of about 35%, with no revenue synergies modeled, which indicates the assumptions are centered on expense efficiencies.

Tangible book value dilution of 7.7% with a projected 2.5‑year earn‑back and an estimated pro forma CET1 ratio of 14.6% at closing suggest that capital remains well above typical regulatory minimums even after the merger. Execution will depend on integrating systems, cultures, and credit practices across the two banks, but both management teams emphasize prior integration experience and a relationship‑banking focus.

Filed by: CVB Financial Corp.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Heritage Commerce Corp

Commission File No.: 000-23877

Date: December 17, 2025

This filing relates to the proposed transaction between CVB Financial Corp. (“CVBF”) and Heritage Commerce Corp (“HTBK”) pursuant to the Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between CVBF and HTBK.

The following is a transcript of the analyst call held by CVBF on December 17, 2025 in connection with the above referenced proposed transaction:

CVB Financial Corp.(Heritage Commerce)

December 17, 2025

Corporate Speakers:

• Allen Nicholson; CVB Financial Corp.; Executive Vice President and Chief Financial Officer

• David Brager; CVB Financial Corp.; President and Chief Executive Officer

• Robertson Jones; Heritage Commerce Corp.; Chief Executive Officer and President

Participants:

• Matthew Clark; Piper Sandler; Analyst

• David Feaster; Raymond James; Analyst

• Andrew Terrell; Stephens; Analyst

• Kelly Motta; KBW; Analyst

• Timothy Coffey; Janney Montgomery Scott; Analyst

• Gary Tenner; D.A. Davidson; Analyst

PRESENTATION

Operator:

Good afternoon, ladies and gentlemen. Welcome to today’s conference call to discuss the All-Stock Merger Transaction between CVB Financial Corporation and Heritage Commerce Corporation. (Operator Instructions) Please note, this call is being recorded.

I would now like to turn the presentation over to your host for today’s call Allen Nicholson, Executive Vice President and Chief Financial Officer of CVB Financial Corporation. You may proceed.

Allen Nicholson:

Thank you, [Ashya]. And good afternoon, everyone. Thank you for joining us today to discuss the announcement of a definitive merger agreement between CVB Financial Corporation and Heritage Commerce Corporation.

A press release and an investor slide presentation are available on the Investor Relations section of each company’s website at cbbank.com and heritagecommercecorp.com.

Joining me this afternoon is Dave Brager, President and Chief Executive Officer of CVB Financial Corporation; and Clay Jones, Chief Executive Officer and President of Heritage Commerce Corp.

Our comments today will refer to the investor slide presentation for today’s announced merger. The speakers on this call claim the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

For a more complete discussion of the risks and uncertainties that may cause actual results to differ materially from our forward-looking statements, please see Slide Two and Three of the company’s investor presentation. I will now turn the call over to Dave Brager.

David Brager:

Thank you, Allen. Good afternoon, everyone. Today’s announcement of the merger between CVB Financial Corporation and Heritage Commerce Corp marks the most strategic acquisition in our company’s history and the largest by asset size.

It brings together two premier relationship-focused banks and provides Citizens with a tremendous opportunity to expand into the Bay Area which has long been an important strategic objective for us.

The combined company will have comprehensive geographic coverage of all the major business banking markets in California. We are excited to welcome Clay and key members of his banking team to Citizens Business Bank.

On Page Four of our investor presentation, you’ll see that the combined organization is positioned to have the scale and earnings potential to generate industry-leading performance metrics including a projected 2027 return on average assets of 1.5% and a projected 2027 return on average tangible common equity of approximately 17%.

We believe this is a compelling financial transaction for both companies’ shareholders. We expect the transaction to initially generate 13.2% earnings per share accretion in 2027 and an internal rate of return above 20%.

Excluding rate marks, the transaction is expected to be accretive to tangible book value, when including rate marks, we anticipate a 7.7% dilution with a projected earn-back of two and a half years. I’d like — I would now like to turn the call over to Clay Jones.

Clay Jones:

Thanks, Dave. Heritage and Citizens share similar cultures and focus on small and medium businesses customers, with a history of pristine credit quality and low-cost deposits.

I’m incredibly proud of the Heritage team and what we’ve achieved together. This merger is a testament to the hard work of our employees and our reputation with our customers. Citizens Business Bank is one of the top-performing business banks in the country.

And this combination rewards our shareholders, creates opportunities for our employees, and expands the products and services available to our customers. I’d now like to return it to Allen.

Allen Nicholson:

Thanks, Clay. Turning to Page Seven of our investor presentation. This merger is projected to exceed a number of the key financial thresholds that we have previously communicated.

Our projected internal rate of return of 20%, which would exceed our 15% minimum threshold, projected earnings per share accretion of 13.2%, which would meet our double-digit EPS accretion threshold, and a projected tangible book dilution earn back of 2.5 years, which would be below our threshold three-year earn back.

This is a 100% stock deal with a fixed exchange ratio of 0.65 CVBF shares for each Heritage share. The transaction represents a total deal value of approximately $811 million based on yesterday’s closing stock prices for CVBF and HTBK and would represent pro forma ownership in the combined organization of approximately 77% CVBF and 23% Heritage.

The pricing multiples at these levels would represent 12.6x, 2027 earnings per share and 1.51x Heritage tangible book value. Key transaction assumptions are set forth on Page Eight of the investor presentation.

Our earnings forecast is based on the consensus analyst estimates for both companies. Based on our track record and prior acquisitions, we expect to achieve approximately 35% cost saves. And while we have not modeled any revenue synergies into the financial metrics that I’ve mentioned, we see opportunities to deepen relationships with Heritage’s customers through our broader suite of services and larger balance sheet.

On Page Nine of the investor presentation, we highlight why we believe this is a compelling opportunity to deploy CVBF’s capital.

Importantly, the pro forma company would be estimated to have 14.6% CET1 at close and ongoing strong capital generation which should enable us to provide meaningful capacity to continue returning capital to shareholders through both dividends and share repurchases. I’d now like to turn the call back to Dave for some closing remarks. Dave?

David Brager:

Thank you, Allen. Over the last 18 months, we’ve evaluated several acquisition opportunities and remain focused and disciplined in our approach. Heritage is a like-minded banking partner with a similar business model, and this combination uniquely aligns with both of our strategic and financial goals.

Our extensive past experience with due diligence and merger integration have enabled us to outperform our core financial projections and past mergers. We believe this is a highly strategic and financially compelling transaction for both groups of our shareholders.

On behalf of all of us at Citizens Business Bank, I want to welcome Heritage’s talented employees and loyal customers. We look forward to working together to obtain a timely closing and smooth integration. This concludes today’s presentation. We are happy to take your questions.

QUESTIONS AND ANSWERS

Operator:

(Operator Instructions) The first question comes from Matthew Clark with Piper Sandler.

Matthew Clark:

Just first one for me, just on — just wanted to get some color on how this came together. I’m sure Heritage was on your priority list for a number of years and whether or not this was negotiated or whether or not there were some other bidders involved?

David Brager:

I’ll start and then Clay can jump in. And look, Clay and I have known each other for a little while. We’ve had conversations.

We’ve talked about the similarities of our banks, and just our business models, the types of clients we go after, the markets that we serve. And I think for us, it was just an idea that, hey, look, let’s create something bigger than each of us individually. Let’s create an opportunity to be able to compete with the larger banks. It was not a process.

It was a negotiated deal between us, and Clay and his team did a great job in helping us get to the conclusions. And obviously we’re really looking forward to the future together with his team and our team as one. I don’t know Clay, if you want to add anything, you can go for it.

Clay Jones:

Yes. No, Matthew, the only thing I would add is, we’ve made great strides to build our kind of leading commercial community bank here in our area, but combining the two expands the breadth and depth to which we can serve our clients.

It’s obviously as Dave mentioned, strategically important combination and financially very compelling transaction for our shareholders. So we see a lot of synergies and a lot of value create here.

Matthew Clark:

Okay. And then the other one on your pro forma CET1 of 14.6%, still very healthy and likely to quickly grow beyond that after the merger. I guess what’s your — how does this change your M&A appetite once you integrate this one from a size and geographic perspective?

David Brager:

Yes. So I think first and foremost, we want to make sure we do the integration correct. We’re going to make sure that we’re doing everything we can to make this as seamless as possible. There’s always going to be issues that arise.

But Clay and the existing Heritage folks and our folks are going to work closely together to make sure that we do a good job of combining the two organizations. Once we get through that, I think then we’ll probably have a little bit better idea. But you’re correct. It does — it will generate a lot of capital.

We like running with a little more capital, but at the end of the day, we’ll just have to evaluate the opportunities as they present themselves. And Clay and I and Allen and the rest of our team will make those determinations.

But what we’re really focused on is just putting the two banks together and making an even better bank together. I don’t know Allen or Clay, if you want to add anything.

Clay Jones:

Yes, well said.

Allen Nicholson:

Yes. I mean Matthew, we’ll obviously reevaluate sort of our criteria based on what we’ve said in the past, and it’s possible that the lower end of our range may certainly move up as a $22 billion institution.

Operator:

The next question comes from David Feaster with Raymond James.

David Feaster:

All right. Congrats on the deal, everybody.

David Brager:

Thank you, David.

Clay Jones:

Thanks, David.

David Feaster:

So look, I know you guys bode pretty well. I mean this is obviously a really good fit in a lot of ways. There’s — I can see the cultural similarities. But look, I’m just kind of curious for Clay and Dave, as you both have got to know each other, the cultures and kind of scene behind the curtain, if you will.

Could you maybe just compare and contrast the businesses to some degree, the similarities that you see from a cultural standpoint, and maybe Clay, where you see opportunities to CVB across your platform?

And Dave, maybe things that you saw that Heritage does well that you’d like to implement across your platform?

David Brager:

Go ahead, Clay. You can start.

Clay Jones:

Yes. No question about it, David. We’ve got tremendous amount of similarities in terms of cultures, our client-first stance, growing with our clients, excellence in people. There’s just a lot of similarities in how we run our business banks.

I think there’s just — there’s not too many differences there. The opportunities that we at Heritage see in this combination is one, just size and scale to be able to bring more to our clients, those in trust and wealth and mortgage.

I mean there’s just a number of things that Citizens brings to the table to expand our product offering for our clients here. And so while those aren’t built into the models, there is inherent synergies that we’ve been looking in our long-term strategic plan to build out here at Heritage and this just accelerates that strategic planning footprint and timeline.

David Brager:

Yes. I would just add, we look at it the same way. I mean for the things that we offer are a little bit wider product array, there’s opportunities for us to help place clients achieve whatever goals and objectives they have in their businesses.

And I think for us, it’s sort of been what we’ve done in every single acquisition we’ve done in our history is just have the opportunity to sell deeper into that relationship. Obviously the capacity to grow with our clients is important, having access to Northern California, the Bay Area is very important for us.

I mean we’ve done that in very small steps over the last acquisition we did. So again, just like Clay, I think it just accelerates our opportunity to be more meaningful in all of the markets we serve. So I’m really excited about it.

I’m excited that Clay is joining the team, as the President, we have a good personal relationship. We have a good business relationship. We’ve shared things over the years and talk things through. So it’s just going to be great to be on the same team.

David Feaster:

And following up kind of on Matt’s question, just talking about capital. In the presentation, you talked about optimization of the balance sheet. There’s some opportunities to sell Heritage’s purchase mortgages. Obviously there’s other opportunities.

I’m curious, how do you think about other balance sheet optimization strategies, whether it be on the security side, other assets? Just kind of curious what you guys are contemplating there?

David Brager:

We’ll let Allen take that one.

Allen Nicholson:

Well David, I would say at this point, the only thing we’ve really communicated and we’ll continue to evaluate everything. But we do anticipate it’s likely we will sell the single-family mortgage loans at Heritage. They’re not associated with any of their customers.

So it will be an opportunity to reinvest those probably in securities. But there’s a lot of things we’ll evaluate as we go through the integration but nothing else is contemplated and firm in stone at this point.

David Feaster:

And then maybe just last one for me. You guys touched on this. This is the largest deal that you’ve done. Obviously both of you all are a proven acquirer. It’s great. Clay sticking around that, I mean, is a huge help.

But how do you think about the integration and the conversion here? Are there any guardrails or safety nets or different policies and procedures that you’re putting in place to protect the bank in this deal and minimize execution risk and any type of attrition or anything?

David Brager:

Yes. So David, as you know I mean we’ve done 18, 19 transactions in our history. We’ve done quite a number of them. I mean we have a very thorough and disciplined playbook for these types of things.

We’ll be working closely with Clay and his team to ensure that we’re able to execute on all of that. But we’ve proven that we’ve been able to do it. It is the largest in asset size deal that we’ve done.

So obviously there are some nuance in that. But that doesn’t concern me just based on the conversations we’ve already had through the due diligence and the process because everybody wants the same thing.

And so as long as we’re working together to make it happen, we believe that we’ll be able to keep the vast, vast majority of both parts of the bank that we want to keep. And I just think from my perspective, we’ll work hard to ensure that happens. And I don’t know Clay, if you have anything to add, but I think from his perspective, he’s kind of looking at it the same way.

Clay Jones:

Yes. No. The only thing I would add, and Dave, you said it. I mean we both have veteran teams on both sides here in the companies that have pretty extensive experience on integration and combination.

And obviously our client-centric and service delivery model is the guiding post to make sure that goes well. So we have — I think both companies have the people and execution teams to get this done correctly.

David Feaster:

That’s great. Congrats everybody on the deal, excited to see what’s in store for you all.

Operator:

The next question comes from Andrew Terrell with Stephens.

Andrew Terrell:

I wanted to start just, Dave, we recently had a conversation just about kind of the lift-out strategy or LPO strategy in the — I think in the absence of M&A. Just curious, now that you’ve got a deal announced, how should we expect you to approach new LPO activity moving forward? Does that slow down from here?

David Brager:

Yes. Well I think the LPO strategy, I mean obviously if we have the opportunity to get good people, we’re going to evaluate that just as we did with our Temecula-Murrieta team.

So we want to make sure we do both things right. And if the right opportunity presents itself with the team that’s interested in coming to the Premier Business Bank in California, we’re obviously going to take a look at that and make a determination if it’s something that makes sense for us.

But again, I’ll just kind of go back to my earlier answer, we want to make sure the combination of Citizens and Heritage goes well first.

We’re very focused on that. Both sides becoming one and doing it the right way. But I do think that if the right team came along, we would look at it. Clay is going to be running as President.

He’s going to be running everything that touches customer. So he and I and other members of the sales leadership team, some from his current team, some from my current team will make those determinations if it makes sense.

Andrew Terrell:

Great. I appreciate it. And I just wanted to make sure I heard right. I think you mentioned in the prepared remarks, it sounds like buybacks continue, post the close of the acquisition. Was that correct?

David Brager:

Yes. We have the capacity to continue doing that. Obviously we’ll look at it once we get through this, but we do have the capacity based on our capital position.

Andrew Terrell:

Yes. Okay. And I think it’s probably pretty minimal, but I didn’t see anything called out around Durbin impact in the presentation. Is that anything notable we should be aware of?

Allen Nicholson:

It’s really not notable. They’re not a retail bank. They’re a business bank like we are. So it’s nothing significant.

Operator:

The next question comes from Kelly Motta with KBW.

Kelly Motta:

Congrats on the deal announcement, very exciting. Dave, you have been a very conservative lender, sticked to your knitting. And kind of one thing you’ve talked about is, finding a partner is someone who has kind of the same approach to lending. Can you — you guys clearly did fairly significant overview of the Heritage Commerce’s loan book.

Can you discuss kind of your thoughts on kind of the growth profile of the bank? And any — you noted in the deck the potential mortgage sale or anything else that we should be thinking about in terms of potential paring down of the balance sheet here?

David Brager:

Yes. So we did. We did a very thorough due diligence on the credit side. And what I would say is what we found is our credit folks that were doing the due diligence felt very strongly that Clay and his team had built a very solid bank.

Obviously we’ve had pristine credit quality pretty much for the history of the bank. Clay’s bank is very similar in their approach to that. There are some minor differences, and we’ll be able to work through those things. And between the two teams, I mean we’re going to be keeping a lot, I mean pretty much all of their sales folks, and we’re going to be keeping a lot of the credit folks, if not all, or most of the credit folks as well.

So I just I think we’re going to meld that credit culture very well. There wasn’t anything we found that really stood out to us as something they did that we wouldn’t do. They do have a factoring business, and we’re going to always look at that. And — but Clay and his team have done an outstanding job in that business.

So we’ll evaluate it. But other than that, I would say it’s pretty much very similar. Clay, I don’t know if you have any comments on any of that, but you’re welcome to add on.

Clay Jones:

Yes. I think the Citizens and Heritage teams start with excellence in client selection, and it starts from the very beginning and then you overlay that with strict credit disciplines and attention to detail.

But as Dave said, the credit cultures of both banks are very strong, and I would echo the sentiments. Citizens has been an enviable player in California market and the credit is outstanding. We pride ourselves on our own credit, and we greatly appreciate like-minded credit folks.

Kelly Motta:

Got it. That’s a really helpful overview. One minor housekeeping item for me. I’m looking at Slide 15 which is helpful.

I just wanted to confirm it looks like this is the case, but that 7.7% tangible book value dilution includes all kind of onetime costs baked in since we’ve seen some deals announced that exclude some items. I just want to make sure that’s a fully baked number. Is that the correct read?

Clay Jones:

It’s fully baked.

Kelly Motta:

Congrats again. Looks very exciting.

Operator:

The next question comes from Tim Coffey with Janney.

Timothy Coffey:

So Dave, look, you know commercial real estate pretty well. Clay knows it pretty well. I’m wondering, Dave, what your take is on the San Francisco Bay Area commercial real estate market and how comfortable you are with that sector right now?

David Brager:

Clay, do you want to start and then I’ll just add on.

Clay Jones:

Yes. No, Tim, as we’ve said, the credit discipline that Heritage has put on the overlay of our CRE in the Bay Area market here has been strong and the performance has weathered some real storms. The client stability is extremely strong here at the bank.

I think what Dave and I have spent some time on is just the resurgence in the marketplace and where that marketplace has rebounded from post-pandemic in terms of just vacancy absorption, reputational improvement here in the Bay Area, resurgence of funding flows in the venture community.

And so I just think all those things have provided a lot of comfort. Starts with a foundation of strong credit and good client selection, as I mentioned. But I think the Bay Area economy here has improved greatly since the — coming out of the pandemic. Dave?

David Brager:

Yes. I would — the only thing I would add to what he said, Tim, is that, look, and just like Heritage, we evaluate individual deals. And we’re going to look at the strength of the cash flow, the strength of the guarantor, the stability and quality of those cash flows.

And so I don’t think any of that’s going to change. I just recall back the story during the pandemic when we did the largest office loan in the history of our bank.

And I called it out on our calls, just saying, look, I’d make that loan again today. And so I think it’s — we’re not a cookie cutter lender, we’re evaluating the strength of the deal and we make determination.

And through our due diligence, that’s what we saw with Heritage. I know through Heritage’s reverse due diligence, that’s what they saw in us. And so I think it’s going to be a good opportunity for us to take a look at it where it makes sense.

Timothy Coffey:

Okay. Sticking with you, Dave, if I could. You know how to operate in big markets, right? L.A. is a perfect example.

The Bay Area is a bit smaller than L.A., but still a big market. Do you feel that you have enough scale in the market, and will have enough scale in the San Francisco, Bay Area market to be competitive?

David Brager:

Yes. I mean I think we’re competitive in every market from the most rural market to the largest metropolitan area. And as you know Tim, we’re not trying to be everything to everybody.

We have a very disciplined approach to the type of client we’re looking for. This will allow us to potentially make larger loans to evaluate opportunities that we might not have had a chance to evaluate.

So I’m very bullish on the fact that I think we can take advantage of that. And I actually spent a little bit of my life up in the Bay Area.

So I don’t know it nearly as well as Clay, but I believe it’s going to create a great opportunity for us in those markets where it makes sense with the right customers to really make an impact. And we compete, as you know we compete with the big boys all the time.

That’s where we do our best work because we — as Clay said, we now have a customer service approach. We want to take care of that client. We’re really focused on that. That customer focus is one of our core values.

And so I just think it’s something for us that with the bigger capacity for Clay, his people will have a better opportunity to compete against some of those larger banks in the combined organization.

Timothy Coffey:

Yes. And that actually kind of feeds into my next question for Clay. So Clay also you know there’s been a lot of movement from clients — bank clients in the Bay Area because of what happened with — in the spring of 2023. Heritage Commerce definitely benefited from some of that client movement. Do you feel that having a bigger balance sheet now could accelerate some of that tailwind for you?

Clay Jones:

Yes. I think to your point, I think we’ve capitalized well in terms of kind of the disruption that we’ve seen here in the Bay Area and we’ve been a beneficiary of that. And it’s principally because how we handle clients and the service delivery there.

I think as Dave said, no question about it, size and scale matters and having a bigger balance sheet as well as the additional product sets and service delivery that we’re bringing together with Citizens, those are all very good upside for our existing footprint in our go-to-market strategy here.

Operator:

The next question comes from Gary Tenner with D.A. Davidson.

Gary Tenner:

So my first question probably treads a little bit on what Tim just asked. From a — if you look back over several years, Dave, CVBF has always been a pretty modest grower in terms of net loans, kind of low single digit and maybe a bit better than that in a good year. Heritage has been a little better than that over time.

So as you think of the combined organization, would you envision kind of the Heritage franchise mirroring more of the way CVBF grows? Or do you look at it as a net benefit to growth at CVBF?

David Brager:

Yes. Well I think both of the bank’s commitment to quality credit is going to influence that a lot. And so as we evaluate these opportunities, in Clay’s markets, in my market, there’s a lot of competition, and we’re only really looking for the best.

In our parlance, we say the top 25% of clients in their respective industries and building long-term relationships. And I envision as we meld the two organizations, we’re going to try to do the best of both.

We’re going to work hard at that. It’s really hard for me to say just off the top of my head that it’s going to be more closer to Clay’s growth rate or more closer to my growth rate.

We just want to make good deals to the right people. And when those deals present themselves, whether it’s in Southern California or Northern California, we’re going to evaluate it, and if it makes sense.

I think to your other part of that question, obviously the increased balance sheet size and capacity should be a net benefit for both of us because we will have a larger balance sheet down here, they will have a larger balance sheet up there. So I think there are definitely tailwinds with respect to that for both of us.

We’re a very disciplined grower, and we’re going to be that in the long run as a combined organization as well. But we want to make sure that we’re doing the right thing from a credit perspective, from a customer perspective and we’ll see how it all melds together.

But I think that as we look at this, it’s going to be a disciplined process and disciplined growth going forward. And Clay and I and the rest of our management team we’ll evaluate that as we go along.

We need to obviously get to the close date, and then we can start getting a little better handle on what we think the exact opportunities are. But just generally, I’m, again, very optimistic about the opportunities for both of us.

Gary Tenner:

Okay. Great. And then just one question as it relates to the potential sale of the purchase mortgages. As you — look — I don’t know if this is a question you can answer on this call.

But as it relates to the rate mark specific to those credits, could you give a sense at all proportionally of where that is because obviously if you were to sell some, that would accelerate some of that long-term accretion?

Allen Nicholson:

So Gary, we’ve assumed in our projections that the single-family are sold at close. They’re fairly low coupon assets in the mid-3s to low 3s. And we looked at them from a fair value on a couple of different ways. And we think conservatively, and that’s how we built it into the model, but basically $0.83 on the dollar is how we value them at current value.

Operator:

This concludes the question and answer session. I would like to turn the conference back over to Dave Brager for any closing remarks. Please go ahead.

David Brager:

Great. Thank you. Thank you for joining us this afternoon. We appreciate your interest. Look forward to speaking with you again in January for CVBF’s fourth quarter 2025 earnings call. Please let Allen, Clay or myself know if you have any questions. Have a great day. And thanks for showing up on quick notice. We really appreciate it. Have a great day.

Operator:

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.

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 the 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.

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 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, and in each case, in particular, the discussion of “Risk Factors” set forth in such filings.

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.”

FAQ

What are the basic terms of the CVB Financial (CVBF) and Heritage Commerce (HTBK) merger?

The merger is a 100% stock transaction in which each Heritage Commerce share will be exchanged for 0.65 shares of CVB Financial common stock. Based on the prior day’s closing prices, the deal value is approximately $811 million, with pro forma ownership of about 77% CVBF shareholders and 23% Heritage shareholders.

How is the CVBF–HTBK merger expected to affect earnings and returns?

Management projects that the combined company will generate 13.2% earnings per share accretion in 2027, with a projected 2027 return on average assets of 1.5% and return on average tangible common equity of about 17%. The internal rate of return on the transaction is estimated to be above 20%.

What is the expected tangible book value impact from the CVBF and Heritage merger?

Excluding interest rate marks, the transaction is expected to be accretive to tangible book value. When including rate marks, management anticipates about 7.7% tangible book value dilution with a projected earn‑back period of 2.5 years.

What cost savings and synergies are assumed in the CVBF–HTBK deal?

CVB Financial expects to achieve approximately 35% cost saves based on its earnings forecast, which uses consensus analyst estimates for both companies. Management notes it has not modeled any revenue synergies into the key financial metrics, although it sees opportunities to deepen customer relationships using Citizens Business Bank’s broader product set.

How strong will the combined CVB Financial and Heritage Commerce capital position be after the merger?

The pro forma company is estimated to have a common equity Tier 1 (CET1) ratio of about 14.6% at closing. Management believes this level of capital and ongoing capital generation will provide capacity to continue dividends and share repurchases while supporting growth.

Why do CVB Financial and Heritage Commerce describe this merger as strategic?

Leaders from both banks highlight that the merger creates comprehensive coverage of major California business banking markets, including expansion into the Bay Area, which has been an important strategic objective for CVBF. Both banks emphasize their similar relationship‑focused cultures, strong credit disciplines, and the ability to offer a broader set of products and services to small and medium‑sized business clients.

Will CVB Financial continue share repurchases after acquiring Heritage Commerce?

Management indicated that the pro forma capital position should allow the company to continue returning capital to shareholders through both dividends and share repurchases, although actual activity will be evaluated as the integration progresses.