HERITAGE COMMERCE CORP: M&A transaction — Heritage Commerce Corp merges into CVB Financial Corp; Heritage common converted to 0.65 CVBF shares

HERITAGE COMMERCE CORP

Merger closed on April 16/17, 2026; each Heritage share converted into 0.65 shares of CVBF common stock.
All Heritage directors and officers ceased; Clay Jones named President of CVBF, reporting to CEO David Brager.
Julianne Biagini-Komas joined CVBF board; Heritage common stock delisted from Nasdaq effective April 20, 2026.
Outstanding stock options and certain awards either cashed out or converted into CVBF restricted stock units.
Pre-closing bonuses and severance payments made to Heritage named executive officers per Merger Agreement.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HERITAGE COMMERCE CORP: Heritage's articles ceased to be in effect by operation of law upon merger; CVBF's articles remained as the surviving corporation's organizational documents.

Change: charter amendment

Exact text from the filing

At the Effective Time, the Restated Articles of Incorporation of Heritage, as amended, and Bylaws of Heritage, as amended, ceased to be in effect by operation of law. The Articles of Incorporation of CVBF, as amended, and the Second Amended and Restated Bylaws of CVBF, in each case as in effect immediately prior to the Effective Time, which are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference, remained the organizational documents of CVBF consistent with the terms of the Merger Agreement.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HERITAGE COMMERCE CORP: Heritage's bylaws ceased to be in effect by operation of law upon merger; CVBF's bylaws remained as the surviving corporation's organizational documents.

Change: bylaw amendment

Exact text from the filing

At the Effective Time, the Restated Articles of Incorporation of Heritage, as amended, and Bylaws of Heritage, as amended, ceased to be in effect by operation of law. The Articles of Incorporation of CVBF, as amended, and the Second Amended and Restated Bylaws of CVBF, in each case as in effect immediately prior to the Effective Time, which are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference, remained the organizational documents of CVBF consistent with the terms of the Merger Agreement.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

HERITAGE COMMERCE CORP underwent a change of control involving CVB Financial Corp. for 0.65 shares of CVBF common stock per share of Heritage common stock (closed 2026-04-17).

Action: change of control
Counterparty: CVB Financial Corp.
Consideration: 0.65 shares of CVBF common stock per share of Heritage common stock
Closing: 2026-04-17

Exact text from the filing

stock, no par value per share (“Heritage Common Stock”), issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive 0.65 shares (the “Exchange Ratio”) of CVBF’s common stock, no par value per share (“CVBF Common Stock”), without interest thereon (the “Merger Consideration”). Each holder of Heritage

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Source: SEC EDGAR

accession 0001193125-26-167257

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