CVB Financial Corp., together with Citizens Business Bank, N.A., and Heritage Commerce Corp. jointly announced that they have entered into a definitive merger agreement. Under the terms of the agreement, Heritage will merge with and into Citizens in an all-stock transaction valued at approximately $811 million, or $13.00 per HTBK share, based on CVBF’s closing stock price on Dec. 16, 2025.

The combination results in a top-performing California business bank with approximately $22 billion in assets, more than 75 offices and branches and a deeply rooted presence in the State’s key economic centers.

David A. Brager, President and CEO of Citizens, stated: "This will be the most strategic and the largest acquisition by assets in our history. It brings together two premier, relationship-focused business banks and provides Citizens with an important opportunity to expand into the Bay Area, a key strategic objective. This merger will provide us with comprehensive geographic coverage of all the major business banking markets in California, while ensuring the preservation of the local focus, stability, and deep trust inherent in our relationship banking model. We are very pleased to have Clay and key members of the Heritage team join the combined company. On behalf of all of us at Citizens Business Bank, I want to welcome Heritage’s talented employees and loyal customers. We look forward to working together to obtain a timely closing and smooth integration."

Clay Jones, President and CEO of Heritage, added: "I could not be prouder of the Heritage team and what we have achieved together. This is an exciting opportunity to take the next step in our journey, alongside a like-minded partner in Citizens, and is a testament to the proven value and enduring potential of our relationship-focused approach. We have long admired Citizens as one of the top-performing business banks, not just in our state, but around the country. This combination enables our shareholders to participate in the future upside of California’s premier commercial bank, expands the depth and breadth of our offerings, and creates growth opportunities for our employees. As part of Citizens’ larger and diversified platform, together we will continue to champion local businesses and deliver the highest standards of personalized customer care here in the Bay Area and in communities throughout California."

HTBK shareholders will receive 0.6500 shares of CVBF common stock for each HTBK share. Upon closing, CVBF shareholders will own approximately 77% and HTBK shareholders will own approximately 23% of the combined company.

This all-stock transaction is expected to be immediately accretive to Citizens’ earnings per share, with projected 2027 EPS accretion of 13.2%, a strong internal rate of return of approximately 20%, and an earn-back period of approximately 2.5 years, including interest rate marks.

Upon completion of the merger:

• David Brager will remain CEO of Citizens.
• Clay Jones will become President of the combined organization.
• Two of Heritage’s directors will join the Citizens’ Board.

The Boards of Directors of both companies have unanimously approved the merger, which is expected to close in Q2 2026, pending regulatory and shareholder approvals.

Advisors:

• Citizens: Financial Advisor – J.P. Morgan; Legal Counsel – Manatt, Phelps & Phillips, LLP
• Heritage: Financial Advisor – Piper Sandler & Co.; Legal Counsel – Wachtell, Lipton, Rosen & Katz