CVB Financial Receives Regulatory Approvals — Merger With Heritage Commerce Expected to Close April 17, 2026

Ontario, California / San Jose, California — April 2, 2026 — CVB Financial Corp. (NASDAQ: CVBF) — the parent company of Citizens Business Bank and one of California's largest and most established regional banking institutions — has announced that it has successfully received all necessary regulatory approvals required to complete its previously announced merger with Heritage Commerce Corp. (NASDAQ: HTBK), the parent company of Heritage Bank of Commerce. With all regulatory hurdles now cleared, the merger is officially on track to close on or around April 17, 2026 — a milestone that will create one of California's most significant regional banking combinations and reshape the competitive landscape for business banking across Northern and Southern California.

The CVB Financial — Heritage Commerce Merger: A Deal Overview

The merger between CVB Financial and Heritage Commerce was initially announced earlier in 2025 and has been progressing through the standard regulatory review and shareholder approval process over the intervening months. The transaction is structured as a stock-for-stock merger in which Heritage Commerce shareholders will receive CVB Financial shares in exchange for their Heritage Commerce holdings — at an exchange ratio that values Heritage Commerce at a meaningful premium to its pre-announcement market price.

The combined institution — operating under the CVB Financial / Citizens Business Bank brand — will emerge as one of the largest independent community and regional banks in California, with a substantially expanded balance sheet, a broader geographic footprint, and a deeper and more diversified client base than either institution commanded independently. The strategic logic of the combination centres on the highly complementary nature of the two banks' businesses — with CVB Financial's strong presence in Southern California's Inland Empire and Central Valley markets combining with Heritage Commerce's established and profitable franchise in the San Francisco Bay Area and Silicon Valley to create a genuinely statewide California banking platform.

Regulatory Approvals — What Was Required and What Has Been Cleared

The receipt of all necessary regulatory approvals — announced by CVB Financial in connection with the April 17 closing timeline — represents the successful navigation of one of the most critical and often time-consuming phases of any bank merger process. Banking mergers in the United States require approval from multiple regulatory bodies, and the specific approvals required for the CVB-Heritage Commerce combination include clearance from the Federal Reserve Board, the Federal Deposit Insurance Corporation (FDIC), the California Department of Financial Protection and Innovation (DFPI), and any other applicable state or federal regulatory bodies with jurisdiction over the merging institutions.

Obtaining these approvals requires the merging banks to demonstrate to regulators' satisfaction that the combined institution will maintain adequate capital levels, liquidity ratios, risk management frameworks, and Community Reinvestment Act (CRA) compliance standards — and that the merger will not create undue competitive concentration in any specific market or pose systemic risk to the broader banking system. The successful clearance of all required regulatory approvals confirms that CVB Financial and Heritage Commerce have satisfied these requirements to the regulators' satisfaction — removing the last major condition to completion of the transaction.

In addition to regulatory approvals, the merger has also received the required shareholder approvals from both CVB Financial and Heritage Commerce shareholders — confirming that the investor base of both institutions has voted to endorse the strategic combination.

What the Merger Means for Shareholders

For Heritage Commerce (HTBK) shareholders, the April 17 closing date represents the culmination of a transaction that delivers a meaningful premium to the pre-announcement market price — providing a tangible financial reward for their investment in a bank that has built a strong reputation for serving the technology, life sciences, and professional services communities of the San Francisco Bay Area over many years. Upon closing, Heritage shareholders will receive CVB Financial shares at the agreed exchange ratio, becoming shareholders in the larger combined institution.

For CVB Financial (CVBF) shareholders, the merger represents a strategically significant expansion of the bank's California franchise — adding Heritage Commerce's profitable Bay Area operations to CVB's established Southern California and Central Valley presence. The key metrics that CVBF investors will be watching most closely in the post-merger period include the pace of cost synergy realisation, the performance of cross-selling opportunities across the combined client base, the retention of key Heritage Commerce relationship bankers and their client portfolios, and the trajectory of the combined institution's net interest margin and earnings per share in the quarters following deal close.

For comprehensive, real-time data on CVB Financial's stock performance, Heritage Commerce's closing price, merger-related SEC filings, and analyst coverage of the combined entity — including price target updates and post-merger earnings estimates from Wall Street research teams — investors can access detailed financial market information through Yahoo Finance, which provides free and comprehensive equity research, earnings data, and investor relations resources for both CVBF and HTBK.

Strategic Benefits of the Combination — A Deeper Look

The CVB Financial — Heritage Commerce merger creates compelling strategic value across several dimensions that extend well beyond simple scale benefits. The combination addresses one of the most significant limitations of both institutions as independent entities — their geographic concentration within specific California sub-markets — by creating a bank with meaningful presence across the state's two largest and most economically dynamic metropolitan areas simultaneously.

For business banking clients — the primary target market for both institutions — the combined bank's broader footprint creates significant practical value. Companies that operate across both Northern and Southern California now have the ability to conduct all of their banking relationships with a single institution that understands California's unique regulatory, real estate, and business environment at a statewide level. This "one bank for all of California" proposition is a genuinely differentiated offering relative to what either institution could provide independently or what the national money-centre banks typically offer to middle-market California businesses.

The combination also creates meaningful operational efficiency opportunities. Both CVB Financial and Heritage Commerce have built their businesses on similar community banking models — relationship-driven, business-banking focused, with conservative credit cultures and strong deposit franchises — making the operational integration of their back-office systems, technology platforms, compliance frameworks, and product offerings considerably more straightforward than mergers between institutions with fundamentally different business models or risk appetites.

Heritage Bank of Commerce — What Clients Need to Know

For existing Heritage Bank of Commerce clients — including the many technology companies, venture-backed startups, life sciences firms, and professional services businesses that have relied on Heritage's boutique, relationship-driven banking services in the Bay Area — the merger with CVB Financial raises natural questions about continuity, service quality, and the future direction of their banking relationships.

Based on communications from both institutions' management teams, Heritage Bank of Commerce branch locations will continue to operate during the integration period, and existing Heritage clients should experience minimal disruption to their day-to-day banking services in the immediate aftermath of the April 17 closing. The integration of systems, products, and branch operations will be executed over a planned timeline that prioritises client experience continuity — with detailed communications being sent directly to Heritage clients explaining any changes to account numbers, online banking platforms, or product terms as integration milestones are reached.

Heritage Commerce clients who value the personal, relationship-focused banking model that has defined the Heritage Bank of Commerce experience should note that CVB Financial's Citizens Business Bank has built its own strong reputation over decades on an almost identical philosophy — making cultural alignment between the two institutions one of the more positive aspects of this particular merger combination from a client experience perspective.

California Regional Banking Landscape — The Bigger Picture

The CVB Financial — Heritage Commerce merger is part of a broader consolidation trend that has been reshaping California's regional and community banking sector over the past several years. Faced with rising technology investment requirements, increasing regulatory compliance costs, compressed net interest margins, and intensifying competition from both national bank behemoths and fintech challengers, many California community banks have concluded that achieving greater scale through merger is the most viable strategy for maintaining long-term competitive relevance and profitability.

The combined CVB Financial / Citizens Business Bank entity — with its substantially enhanced balance sheet, expanded product capabilities, and statewide California footprint — will be better positioned than either predecessor institution to navigate this challenging competitive environment and to continue delivering the relationship-banking experience that has been the hallmark of both brands' approaches to serving California's business community.

What Happens After April 17 — Key Post-Merger Milestones

Following the anticipated April 17, 2026 closing date, several important milestones will mark the post-merger integration journey for CVB Financial and Heritage Commerce. These include the formal legal merger of Heritage Bank of Commerce into Citizens Business Bank — converting all Heritage banking licences, charters, and operating authorities into the Citizens Business Bank corporate structure; the technical integration of core banking systems — a critical and complex process that will ultimately result in Heritage clients migrating to CVB Financial's technology platform; the rebranding of Heritage Bank of Commerce branches to Citizens Business Bank signage and branding; and the realisation of announced cost synergies — primarily through the elimination of duplicate corporate overhead, technology platform consolidation, and operational efficiency improvements that are expected to generate meaningful earnings accretion for CVBF shareholders over the 12-24 months post-closing.