CVB Financial completes -share acquisition of Heritage Commerce Corp

Effective April 17, 2026 (the “Closing Date”), CVB Financial Corp., a California corporation (“CVBF” or the “Company”) completed its previously announced acquisition of Heritage Commerce Corp, a California corporation (“Heritage”), in accordance with the terms and conditions of that certain Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between CVBF and Heritage (the “Merger Agreement”). On the Closing Date, Heritage merged with and into CVBF, with CVBF being the surviving entity (the “Merger”). Immediately thereafter, Heritage’s wholly-owned banking subsidiary, Heritage Bank of Commerce, a California banking corporation (“Heritage Bank”) merged with and into CVBF’s wholly-owned banking subsidiary, Citizens Business Bank, National Association (“Citizens”), with Citizens being the surviving bank

Pursuant to the Merger Agreement, each share of Heritage’s common stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was cancelled and converted into the right to receive 0.65 shares of CVBF’s common stock (the “Merger Consideration,” and such exchange ratio, the “Exchange Ratio”).

As a result of the Merger, CVBF issued approximately 41 million shares of CVBF common stock to former Heritage shareholders.

at the Effective Time, (i) each unexercised and outstanding Heritage option award, whether vested or unvested, was cashed out and option holders received per option share the positive excess, if any, of (a) the applicable cashout price of such Heritage option award (calculated as an amount, rounded to the nearest cent, equal to the product of (x) $19.28, which was the 20-day volume weighted average closing price of a share of CVBF common stock as of the fifth business day prior to the Closing Date, and (y) the Exchange Ratio), over (b) the exercise price per option share, less applicable withholding taxes

Effective as of the Closing Date, and as previously announced, Mr. R. Clay Jones, age 56, was appointed to the position of President of CVBF and Citizens, respectively.

The Jones Employment Agreement provides for: (a) a base salary at an annualized rate of $700,000 per year; (b) a cash retention award of $1,800,000 in lieu of certain change of control payments otherwise due under Mr. Jones’ previous employment agreement with Heritage and Heritage Bank, with such retention award to vest in two equal installments on each of January 1, 2027 and January 1, 2028, subject to Mr. Jones’ continued employment through the applicable vesting date

Pursuant to the First Amendments, and consistent with the applicable terms in the Jones Employment Agreement, the employment arrangements for each NEO were amended to provide severance benefits in the event of (i) a termination by CVBF or Citizens of such NEO’s employment without cause or, (ii) such NEO’s resignation of employment for “good reason” (as such term is defined in their respective Employment Agreement). In either such event, the affected NEO would receive one times (1x) the NEO’s then-current base salary and one times (1x) the NEO’s average annual bonus for the two preceding years.

In the event of any termination of Mr. Jones’ employment by CVBF or a successor company, or Mr. Jones’ resignation for “good reason,” in connection with a change in control of CVBF within the time periods specified above, Mr. Jones would receive two times (2x) his then-current annual base salary and two times (2x) his average annual bonus for the prior two years and 24 months of employer paid COBRA coverage. In addition, in the event of a change of control of CVBF, all outstanding unvested restricted stock and restricted stock units granted to Mr. Jones would accelerate.

On April 17, 2026, CVBF issued a press release announcing the closing of the Mergers.

Press Release, dated April 17, 2026, announcing the completion of the mergers of Heritage Commerce Corp and Heritage Bank of Commerce with and into CVB Financial Corp, and Citizens Business Bank, National Association, respectively.

Employment Agreement by and among CVB Financial Corp., Citizens Business Bank, National Association and R. Clay Jones, effective April 17, 2026.

Form of First Amendment to Employment Agreement by and among CVB Financial Corp. and Citizens Business Bank, National Association, on the one hand, and each of E. Allen Nicholson, David F. Farnsworth, David C. Harvey, and Richard H. Wohl, respectively, on the other hand, effective April 17, 2026.