CVB FINANCIAL CORP 8-K

What Happened

• CVB Financial Corp (CVBF) and Heritage Commerce Corp signed an Agreement and Plan of Reorganization and Merger dated December 17, 2025 (filed 8-K on Dec 23, 2025) under which Heritage will merge into CVBF and Heritage Bank will merge into CVBF’s bank subsidiary, Citizens Business Bank.
• Under the deal each outstanding Heritage share will be converted into the right to receive 0.65 shares of CVBF common stock (the Exchange Ratio). Based on CVBF’s closing price on December 16, 2025, the transaction had an implied aggregate value of about $811 million (about $13.00 per Heritage share).

Key Details

• Exchange ratio: 0.65 CVBF shares per Heritage share; implied value ≈ $811M (using Dec 16, 2025 price).
• Leadership and governance: Heritage President & CEO Robertson “Clay” Jones will become President of CVBF and Citizens; CVBF CEO David A. Brager will continue as CEO. Two Heritage directors (mutually agreed) will join CVBF’s board.
• Treatment of equity awards: Heritage options will be cashed out (formula based on 20-day VWAP as of 5 business days before closing, adjusted by the Exchange Ratio); most Heritage RSAs/RSUs will vest and convert; interim RSUs will be substituted with CVBF RSUs adjusted by the Exchange Ratio.
• Closing conditions & protections: Closing requires customary shareholder and regulatory approvals (including Nasdaq listing approval), a favorable tax opinion (Section 368(a)), absence of materially burdensome regulatory conditions, and Heritage meeting specified minimum capital/deposit/loan levels. The agreement includes an Outside Date of January 15, 2027 and a $32,450,000 termination fee payable in certain circumstances.
• Board/shareholder support and employee/customer protections: Heritage and CVBF directors entered voting & support agreements; certain Heritage directors and officers signed 12‑month non‑solicit/non‑disclosure covenants.

Why It Matters

• For CVBF investors: the merger will issue CVBF shares to Heritage holders (dilution potential), change executive roles, and create integration and regulatory risks the companies flagged in the filing. The transaction’s closing depends on multiple approvals and conditions, so it is not final until those are satisfied.
• For Heritage investors: shareholders will receive CVBF stock (0.65 share per Heritage share) rather than cash (except for cashed‑out options), making post‑closing value tied to CVBF’s stock performance.
• The filing highlights common merger risks (integration, regulatory approvals, potential transaction costs and disruption) and required next steps: CVBF will file an S-4/Joint Proxy Statement/Prospectus with shareholder votes expected before closing.