CVBF to acquire Heritage Commerce Corp in all-stock ~$811M deal, ~$13.00/HTBK share

CVB FINANCIAL CORP

All-stock transaction valued at ~$811M ($13.00/HTBK share); HTBK holders receive 0.65 CVBF shares each.
Pro forma combined company has ~$22B in assets, >75 offices; expected close Q2 2026.
Deal expected to be 13.2% accretive to 2027 EPS; IRR ~20%; TBVPS dilution 7.7% with ~2.5-year earn-back.
David Brager to remain CEO; Heritage CEO Clay Jones becomes President; two Heritage directors join CVBF board.
Transaction unanimously approved by both boards; subject to regulatory and shareholder approvals.

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