CVB Financial and Heritage Commerce agree to strategic bank merger

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.

Rhea-AI Filing Summary

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.

Positive

• Strategic bank merger announced: CVB Financial Corp. and Heritage Commerce Corp enter a definitive agreement to combine two community-focused franchises to support growth and long-term stakeholder value.

Negative

• Merger execution and regulatory risks: The transaction is subject to regulatory and shareholder approvals and may face integration challenges, higher than expected costs, deposit attrition, and potential dilution from new share issuance.

Insights

Bank M&A and capital markets analyst

CVB Financial and Heritage Commerce announce a strategic bank merger pending approvals.

The communication outlines a definitive agreement for CVB Financial Corp. to merge with Heritage Commerce Corp. Management frames the deal as a strategic combination of two community-focused banks intended to strengthen client service, support growth, and enhance long-term stakeholder value. The merger is expected to close in the second quarter of 2026, reflecting a typical regulatory and integration timeline for regional bank transactions.

The transaction remains subject to customary regulatory and shareholder approvals, and the companies plan to file a Form S-4 with a Joint Proxy Statement/Prospectus for those votes. The detailed forward-looking statement section highlights a wide range of risks, including integration challenges, higher than anticipated transaction costs, deposit attrition, customer or employee loss, dilution from new shares, and broader macroeconomic and regulatory uncertainties.

For investors, the key next step will be the Joint Proxy Statement/Prospectus in the planned Form S-4, which is expected to provide specific financial terms, pro forma information, and quantified synergy or dilution estimates related to the merger. Actual outcomes will depend on successful integration, regulatory conditions, and business performance of both institutions through closing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction involving HTBK is described in this communication?

The communication explains that CVB Financial Corp. and Heritage Commerce Corp (HTBK) have entered into a definitive agreement to merge, combining their banking franchises into a single organization.

When is the CVB Financial and Heritage Commerce merger expected to close?

The merger between CVB Financial Corp. and Heritage Commerce Corp (HTBK) is expected to close in the second quarter of 2026, subject to customary regulatory and shareholder approvals and satisfaction of closing conditions.

What strategic benefits do CVB Financial and Heritage Commerce highlight for this merger?

Management states that the merger will strengthen their ability to serve clients, create new opportunities for growth, and enhance long-term value for stakeholders, while combining two community-focused institutions with shared values.

What approvals are required for the CVB Financial–Heritage Commerce merger to be completed?

The merger is subject to customary regulatory approvals and shareholder approvals, as well as other closing conditions set out in the Agreement and Plan of Reorganization and Merger between CVB Financial Corp. and Heritage Commerce Corp.

What SEC filing will provide detailed information about the HTBK merger?

CVB Financial Corp. plans to file a Registration Statement on Form S-4 that will include a Joint Proxy Statement/Prospectus. Shareholders of CVBF and HTBK are urged to read this document and any amendments or supplements carefully when they become available because they will contain important information about the proposed merger.

What key risks related to the CVB Financial and Heritage Commerce merger are discussed?

The communication lists numerous risks, including integration difficulties, achieving anticipated synergies and cost savings, higher than expected transaction costs, deposit attrition and customer loss, employee retention challenges, dilution from issuing CVBF common stock, and broader macroeconomic, regulatory, technological, credit, and cybersecurity risks.

Where can investors find more information about CVBF and HTBK related to this merger?

Investors can obtain filings free of charge at www.sec.gov, on CVBF’s website under the “Investors” tab, and on Heritage Commerce Corp’s website under “Investor Relations.” Future details on the merger will be in the Form S-4 and Joint Proxy Statement/Prospectus.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/17/2025 - 09:47 PM Learn about SEC filing dates

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 letter from the President and Chief Executive Officer of CVBF and Citizens Business Bank, National Association (“Citizens”) to associates of Citizens:

Date: 12/17/25

Project: Viking

Audience: Citizens Business Bank Associates

Communication: Announcement of Definitive Agreement

• Sender: Dave Brager, President and CEO

• Date of Distribution: 12/17/25 (following public announcement)

• Type of Distribution: Email

Content for Distribution:

Dear Team,

I am pleased to share an important milestone for our organization. CVB Financial Corp (Citizens Business Bank) and Heritage Commerce Corp (Heritage Bank of Commerce). have entered into a definitive agreement to merge. This strategic combination brings together two strong, community-focused financial institutions with shared values and a commitment to delivering exceptional service.

The merger will strengthen our ability to serve clients, create new opportunities for growth, and enhance long-term value for our stakeholders. While today’s announcement marks the beginning of this process, please note that the transaction is subject to customary approvals and is expected to close in the second quarter of 2026.

As we move forward, our five core values—Financial Strength, Superior People, Customer Focus, Cost-Effective Operation, and Having Fun—will continue to guide us. These principles define who we are and will remain at the heart of everything we do throughout this transition and beyond.

More information will be coming shortly. To keep you informed, our website will host a Welcome Heritage Bank of Commerce Information Center, which will be updated regularly with new details and resources.

For additional details, please see the press release attached to this email.

Thank you for your continued dedication and excellence in this exciting opportunity.

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.”