CVBF to acquire Heritage Commerce Corp in stock deal valued at ~$811M; Clay Jones named President

CVB FINANCIAL CORP

Heritage shareholders receive 0.65 CVBF shares per share; implied ~$13.00/share based on Dec 16 close.
Heritage CEO Robertson 'Clay' Jones to become President of CVBF and Citizens Business Bank post-close.
David Brager remains CEO; two Heritage directors will join CVBF board after merger.
Merger subject to regulatory approvals, shareholder votes, and other conditions; outside date Jan 15, 2027.
Termination fee of $32.45M payable under certain circumstances; no party pays more than once.

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

CVB FINANCIAL CORP entered into Agreement and Plan of Reorganization and Merger with Heritage Commerce Corp valued at approximately $811 million (effective 2025-12-17).

Action: entry
Agreement: merger
Counterparty: Heritage Commerce Corp
Value: approximately $811 million
Effective: 2025-12-17

Exact text from the filing

the aggregate Merger Consideration would have an implied value of approximately $811 million, or approximately $13.00 per outstanding share of Heritage

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CVB FINANCIAL CORP filing history →

Source: SEC EDGAR

accession 0001193125-25-331051

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