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SEC filingCVB Financial Corp. completed its acquisition of Heritage Commerce Corp on April 17, 2026, issuing approximately 41 million shares and appointing R. Clay Jones as President while adding two new directors.
CVB Financial Corp. finalized its largest acquisition by asset size, merging Heritage Commerce Corp. into itself and Heritage Bank into Citizens Business Bank on April 17, 2026, under the December 17, 2025 Merger Agreement. Heritage shareholders received 0.65 CVBF shares per share, resulting in roughly 41 million new CVBF shares issued via an effective S-4 registration. This all-stock deal expands Citizens' footprint with 16 Bay Area branches, pushing total assets over $20 billion, loans to $12 billion, and deposits plus repos to $17 billion, strategically covering California's major metros. Executive changes include R. Clay Jones, former Heritage President and CEO, appointed President of CVBF and Citizens, reporting to continuing CEO David A. Brager, with a $700k base, $1.8M retention award vesting 2027-2028, 20,000 equity grants, and severance up to 2x salary/bonus on change-in-control. Jones and Julianne Biagini-Komas joined boards, expanding from 9 to 11 directors; Biagini-Komas qualifies as audit committee financial expert. NEO employment agreements amended for 1x salary/bonus severance without cause/good reason. Press release highlights accelerated growth and complementary business banking focus.