Heritage in its $811 million all-stock merger with CVB

On December 17, 2025, CVB Financial Corp. (Nasdaq: CVBF) and Heritage Commerce Corp (Nasdaq: HTBK) jointly announced that they have entered into a definitive merger agreement. Under the terms of the agreement, Heritage will merge with and into CVB in an all-stock transaction valued at approximately $811 million, or $13.00 per Heritage share, based on CVB’s closing stock price on December 16, 2025.  Heritage shareholders will receive 0.6500 shares of CVB common stock for each Heritage share and will own approximately 23% of the combined company.  Upon closing, Heritage’s President and CEO, Clay Jones, will be appointed as President of CVB and two Heritage directors will join the CVB Board.  The transaction brings together two high performing business banks operating in complimentary geographies and will create a top performing California business bank with approximately $22 billion in assets, more than 75 offices and branches, and a deeply rooted presence in California’s key economic centers.

Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Heritage.