CVB Financial Corp. Completes Transformative Merger with Heritage Commerce Corp, Surpassing \$20 Billion in Assets

Key Points for Investors

• CVB Financial Corp. (CVBF) has completed its merger with Heritage Commerce Corp (HTBK) and their banking subsidiaries, creating one of California’s largest bank holding companies.
• The all-stock transaction significantly expands CVBF’s scale, with total assets now over \$20 billion, total loans rising to approximately \$12 billion, and total deposits and customer repurchase agreements increasing to about \$17 billion.
• The merger delivers a major strategic expansion, especially in the Bay Area, adding 16 new branches and extending Citizens Business Bank’s (CBB) reach across all major California metropolitan markets.
• Leadership changes include Clay Jones, former President and CEO of Heritage, joining as President of the combined organization, and two Heritage directors joining the boards of CVBF and CBB, increasing board size from nine to eleven members.

Details of the Merger Transaction

CVB Financial Corp. (Nasdaq: CVBF) announced the successful completion of its planned mergers with Heritage Commerce Corp. (Nasdaq: HTBK) and their respective banking subsidiaries, Citizens Business Bank (CBB) and Heritage Bank of Commerce (HBC). The transaction, executed as an all-stock deal under the terms of the December 17, 2025 Agreement and Plan of Reorganization and Merger, was finalized on April 17, 2026.

This acquisition marks the largest in CVBF’s history by asset size, consolidating two of California’s premier, relationship-focused business banks. The combined entity now boasts:

• More than \$20 billion in total assets
• Approximately \$12 billion in total loans
• Approximately \$17 billion in total deposits and customer repurchase agreements
• Over 75 banking centers and three trust offices serving key California markets

A strategic highlight is the addition of 16 well-located branches in the Bay Area, which significantly broadens Citizens Business Bank’s geographic footprint and positions it to better serve business clients throughout all of California’s major metropolitan regions.

Leadership and Governance Changes

In connection with the merger, Clay Jones, formerly President and CEO of Heritage, has joined Citizens as President of the combined organization. David Brager continues as CEO. Furthermore, two Heritage directors, Clay Jones and Julianne Biagini-Komas, have joined the boards of both CVBF and CBB, increasing the number of directors from nine to eleven. This change strengthens the leadership team and brings valuable regional expertise to the board.

Rationale and Strategic Implications

CEO David Brager described the merger as the most strategic and substantial in CVBF’s history, highlighting the union of two high-performing and relationship-driven business banks. The acquisition accelerates Citizens’ growth and cements its position as a leading business bank across California.

The merger is expected to create significant operational and financial synergies, enhance market share, and drive additional growth opportunities. The expansion into the Bay Area is especially noteworthy, as it has been a longstanding objective of Citizens Business Bank.

Potential Shareholder Impacts and Risks

• Shareholders should note that the transaction was an all-stock deal, which may result in dilution due to the issuance of new shares to Heritage shareholders.
• The transaction is anticipated to deliver cost savings and synergies, but integration risks remain, including potential customer or employee attrition, higher than anticipated costs, and challenges in aligning systems and cultures.
• There are also macroeconomic, regulatory, and operational risks that could impact performance, including real estate market fluctuations, competitive pressures, regulatory requirements, and potential impairment charges to goodwill.

Forward-Looking Statements and Cautionary Note

Management cautioned that, as with any merger, there are risks and uncertainties—such as integration difficulties, achieving expected synergies, potential deposit and customer attrition, changes in loan performance, and regulatory or market shifts—that could materially impact future results and the company’s share price.

Investors are encouraged to review the company’s filings with the SEC, including the Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, for a more detailed discussion of risk factors.

Investor Resources and Contact Information

Shares of CVB Financial Corp. are listed on NASDAQ under the ticker “CVBF.” For further information, investors can visit the Citizens Business Bank website at www.cbbank.com under the “Investors” tab.

Contact:

David A. Brager
Chief Executive Officer
(909) 980-4030

Disclaimer: This article contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated or anticipated due to a variety of factors discussed herein and in CVBF’s regulatory filings. This article is for informational purposes only and does not constitute investment advice. Readers should consult their own advisors before making investment decisions.

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