CVB Financial Corp. Announces Receipt of All Regulatory Approvals for Merger with Heritage Commerce Corp.

Key Developments for Investors

• CVB Financial Corp. (Nasdaq: CVBF) has received all necessary regulatory approvals for its pending merger with Heritage Commerce Corp. (Nasdaq: HTBK).
• The approvals include:
  • A Section 3 waiver and non-objection letter from the Federal Reserve regarding the planned merger of HTBK into CVBF.
  • A letter of approval from the Office of the Comptroller of the Currency regarding the merger of Heritage Bank of Commerce (HBC, a subsidiary of HTBK) into Citizens Business Bank, National Association (CBB, a subsidiary of CVBF).
• The closing of both the parent company and subsidiary bank mergers is expected to occur on April 17, 2026, subject to the satisfaction of customary closing conditions outlined in the merger agreement.

Significance for Shareholders and Potential Share Price Impact

This announcement is highly significant and potentially market-moving for both CVBF and HTBK shareholders, as it marks the final regulatory milestone required for the mergers to proceed. Key implications include:

• Increased Scale and Market Reach: The combination will bring together two well-established California-based banking franchises, expanding Citizens Business Bank’s presence in the Bay Area and enhancing its ability to serve commercial and small business customers statewide.
• Enhanced Customer Offerings: The merger is expected to expand the range of banking, lending, and investment services available to customers of both institutions.
• Synergy Potential: Management anticipates that the transaction will create opportunities for cost savings, operational efficiencies, and revenue enhancements, although these benefits are subject to integration risks.
• Leadership Endorsement: Both CEOs expressed enthusiasm for the deal, highlighting shared values, commitment to customer and community relationships, and the potential to deliver value to customers and employees.
• Pending Closing Conditions: While all regulatory hurdles have been cleared, the deal remains subject to final closing conditions as detailed in the merger agreement. Investors should monitor for any updates as the April 17, 2026 closing date approaches.

Company Overviews

CVB Financial Corp. (CVBF)

CVBF is one of the ten largest bank holding companies headquartered in California, with over \$15 billion in total assets. Its subsidiary, Citizens Business Bank, is a consistently top-performing bank nationally, operating more than 60 banking centers and three trust offices across California.

Heritage Commerce Corp. (HTBK)

HTBK is the holding company for Heritage Bank of Commerce, a leading Bay Area bank offering a full range of commercial and small business loans, cash management services, and personal deposit products. Heritage is regularly rated Five Stars by Bauer Financial and ranks 25th on S&P Global Market Intelligence’s Top 50 list of best performing community banks.

Risks and Forward-Looking Information

This merger, while promising, carries a range of risks and uncertainties that shareholders should closely monitor, including:

• Integration Risks: There may be difficulties and delays in integrating Heritage’s business, personnel, and customers into CVBF’s operations, which could affect synergy realization and cost savings.
• Potential for Business Disruption: Risks include deposit attrition, customer loss, increased operating costs, and challenges in retaining key employees during and after the merger.
• Financial and Market Risks: These include fluctuations in real estate values, credit conditions, volatility in the credit and equity markets, and any negative changes in the financial performance of either party prior to closing.
• Regulatory and Legal Risks: Ongoing compliance with financial services regulations, as well as the possibility of regulatory inquiries, investigations, or unanticipated changes in policy, could impact the combined company.
• Macroeconomic Uncertainties: Factors such as interest rate changes, economic downturns, natural disasters, and public health crises could adversely affect the combined company’s performance.
• Share Dilution: The issuance of new shares of CVBF common stock as part of the transaction may dilute existing shareholders.
• Forward-Looking Statements: The companies caution that actual results may differ materially from those projected, and forward-looking statements are subject to numerous risks and uncertainties.

Where to Find Additional Information

Investors are encouraged to review the detailed risk factors and transaction terms in recent filings, including 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, available on the SEC’s website and the companies’ investor relations pages.

Conclusion

The clearance of all regulatory approvals for the CVBF-Heritage merger is a major step forward and a potentially price-sensitive event. Investors should monitor developments closely as the anticipated closing date approaches and review all public filings for updates on integration progress, financial performance, and any unforeseen issues that may impact the transaction’s value proposition.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. Forward-looking statements in this article are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially.

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