Heritage Commerce Corp Announces Merger Agreement with CVB Financial Corp

Heritage Commerce Corp filed an 8-K on December 23, 2025, announcing it has entered into an Agreement and Plan of Reorganization and Merger with CVB Financial Corp. Under the agreement, Heritage Commerce Corp will merge with and into CVB Financial Corp, with CVB as the surviving corporation. Following the merger, Heritage Bank of Commerce will merge into Citizens Business Bank, a subsidiary of CVB. The transaction involves an exchange ratio of 0.65 shares of CVB common stock for each share of Heritage common stock. The merger was unanimously approved by both companies' boards of directors and includes customary representations, warranties, and covenants. Key conditions include regulatory approvals, shareholder approvals from both companies, and the absence of material adverse effects. The agreement also provides for termination rights and includes a $32.45 million termination fee under certain circumstances. Concurrently, directors of both companies entered into voting and support agreements to vote in favor of the transaction.