CVB FINANCIAL CORP 8-K

What Happened

• CVB Financial Corp (CVBF) announced that its shareholders approved the Agreement and Plan of Reorganization and Merger with Heritage Commerce Corp. The special meeting was held March 26, 2026 and the 8-K was filed March 27, 2026.
• Under the Reorganization Agreement, Heritage will merge into CVBF, and Heritage Bank of Commerce will merge into Citizens Business Bank (a CVBF subsidiary), with CVBF and Citizens surviving their respective mergers. The merger contemplates issuance of CVBF common stock to Heritage shareholders.

Key Details

• Record date: February 9, 2026 — 135,792,701 shares outstanding and eligible to vote.
• Shares present/represented at the meeting: 103,623,241.13 (≈76.31% of outstanding).
• Merger vote tally: For 103,515,602.13; Against 57,008.00; Abstentions 50,631.00. The adjournment proposal was not acted on because the Merger Proposal received sufficient votes.
• CVBF and Heritage issued a joint press release on March 26, 2026 (filed as Exhibit 99.1 to the 8-K).

Why It Matters

• Shareholder approval is a major required milestone for the merger to proceed; with the vote passed, the parties have cleared a key step toward completing the transaction (subject to any remaining conditions and regulatory approvals).
• The deal will combine Heritage into CVBF and consolidate Heritage Bank into CVBF’s bank subsidiary, which could affect CVBF’s scale, branch network and shareholder base once the merger closes.