CVB Financial Corp and Heritage Commerce Corp Shareholders Approve Transformative Merger

Significant Milestone in California Banking Sector; Regulatory Approvals Pending

Ontario, Calif. & San Jose, Calif., March 26, 2026 – In a landmark development for the California banking industry, CVB Financial Corp. (NASDAQ: CVBF), parent company of Citizens Business Bank, and Heritage Commerce Corp (NASDAQ: HTBK), parent company of Heritage Bank of Commerce, jointly announced that their respective shareholders have overwhelmingly voted in favor of the proposed merger of Heritage Commerce Corp into CVB Financial Corp.

Key Highlights of the Merger Announcement

• Shareholder Approval: Both CVBF and Heritage Commerce Corp shareholders have officially approved the merger, marking a crucial step toward finalizing the transaction.
• Regulatory Hurdles Remain: Completion of the merger is contingent upon obtaining all necessary regulatory approvals and fulfilling remaining closing conditions as stipulated in the merger agreement. The companies expect to consummate the merger in the second quarter of 2026, pending these requirements.
• Combined Strength: CVB Financial Corp is one of the 10 largest bank holding companies headquartered in California, boasting over \$15 billion in total assets and more than 60 banking centers and three trust office locations across the state. Heritage Bank of Commerce is recognized as one of the nation’s strongest financial institutions, regularly earning Five Stars from Bauer Financial and ranking 25th in S&P Global Market Intelligence’s Top 50 best performing community banks.
• Strategic Rationale: The merger is designed to create a stronger, more diversified regional bank, with expanded geographic coverage and enhanced product offerings for commercial, small business, and personal banking customers in California, especially in the Bay Area.

Price-Sensitive Factors and Risks for Shareholders

• Integration Risks: Shareholders should note potential difficulties and delays in integrating Heritage’s business, personnel, and customers into CVBF’s operations. Achieving anticipated synergies, cost savings, and other benefits from the transaction is not guaranteed and may affect share value.
• Transaction Costs and Disruption: Higher-than-expected merger costs, deposit attrition, customer loss, and other business disruptions are possible following the merger. Maintaining employee relationships and customer loyalty may pose challenges.
• Regulatory Approvals: The merger’s completion depends on timely receipt of regulatory approvals. There is a risk that regulators may impose conditions that adversely affect the combined company or the expected benefits of the merger. Failure to obtain these approvals or satisfy closing conditions could delay or prevent the transaction.
• Market Volatility and Dilution: Fluctuations in CVBF or Heritage share prices prior to closing, broader market movements, and the performance of peer companies may impact CVBF’s ability to raise capital or make acquisitions. The issuance of CVBF common stock in the merger will result in shareholder dilution, which could affect share value.
• Impairment Charges: Possible impairment charges to goodwill and credit-related impairments or declines in the fair value of loans and securities held by either company could negatively impact financial results.
• Economic and Industry Conditions: Volatility in credit and equity markets, local and national economic conditions, political events, and public health developments (including pandemics) may impact the banks’ assets, deposits, and overall business environment.
• Legal and Regulatory Risks: Ongoing relations with federal and state regulators, the effectiveness of risk management frameworks, regulatory inquiries, and unanticipated legal proceedings may pose risks to future performance.
• Natural Disasters: Catastrophic events such as earthquakes, droughts, and extreme weather could impact physical assets, communications, and business operations.
• Forward-Looking Statements: The companies have issued cautionary statements about forward-looking statements, noting significant risks and uncertainties associated with the merger and the post-transaction operating environment.

Important Information for Investors

• SEC Filings: Detailed risk factors and additional information are available in CVBF’s Registration Statement on Form S-4, Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q. Heritage Commerce Corp’s filings also contain relevant risk disclosures. Investors are encouraged to review these documents for comprehensive insights.
• Contact Information: For investor queries, CVB Financial Corp can be reached via David Brager ([email protected]). Heritage Commerce Corp’s investor relations address is [email protected]. Media inquiries can be directed to Jim Golden/David Feldman at Collected Strategies ([email protected]).

Conclusion

The shareholder approval of the merger between CVB Financial Corp and Heritage Commerce Corp represents a pivotal moment for both companies and California’s banking landscape. While the potential for enhanced scale and market presence is considerable, investors should remain mindful of integration challenges, regulatory uncertainties, and broader economic risks that could materially impact share values. The consummation of the merger, expected in Q2 2026, remains subject to regulatory approval and other closing conditions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. All forward-looking statements are subject to significant risks and uncertainties. Investors should review the official SEC filings and consult with a qualified financial advisor before making investment decisions. Neither CVB Financial Corp nor Heritage Commerce Corp assumes any obligation to update forward-looking statements, except as required by federal securities laws.

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