Heritage Commerce Corp to merge into CVB Financial in all-stock deal; exchange ratio 0.65

HERITAGE COMMERCE CORP

Heritage shareholders receive 0.65 shares of CVBF per Heritage share; no cash consideration.
Termination fee of $32.45M payable by either party under certain circumstances.
Clay Jones to become President of CVBF and Citizens Business Bank post-closing.
Transaction requires regulatory and shareholder approvals; outside date January 15, 2027.
CVBF will appoint two Heritage directors to its board; directors have agreed to vote in favor.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

HERITAGE COMMERCE CORP entered into Agreement and Plan of Reorganization and Merger with CVB Financial Corp. (effective 2025-12-17).

Action: entry
Agreement: merger
Counterparty: CVB Financial Corp.
Effective: 2025-12-17

Exact text from the filing

On December 17, 2025, Heritage Commerce Corp, a California corporation (the “Company”) and CVB Financial Corp., a California corporation (“CVBF”) entered into an Agreement and Plan of Reorganization and Merger (the “Reorganization Agreement”), pursuant to which the Company will merge with and into CVBF, with CVBF as the surviving corporation (the “Merger”).

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Source: SEC EDGAR

accession 0001104659-25-124217

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