CVBF · CVB Financial Corp.

This 8-K/A amendment under Item 9.01 provides critical unaudited pro forma financial information for CVB Financial Corp.'s merger with Heritage Commerce Corp., enabling investors to assess the combined entity's financial position and performance. The pro forma balance sheet as of December 31, 2025, shows total assets expanding to $21.5 billion, driven by combining CVBF's $15.6 billion and Heritage's $5.8 billion historical bases, with adjustments including $75 million cash outflow for merger expenses, loan portfolio reshaping via SFR loan sales, and fair value marks. Key balance sheet highlights include net loans at $11.7 billion, deposits at $17.0 billion, and goodwill rising to $1.1 billion, reflecting a preliminary $320 million addition from the $845 million consideration transferred (primarily 40.8 million CVBF shares at $20.68). The pro forma income statement for 2025 illustrates net earnings of $241 million and diluted EPS of $1.36 on 178 million shares, up from CVBF standalone $209 million and $1.52 EPS, incorporating transaction costs like $43 million acquisition expenses and intangible amortization, offset by net interest income growth to $683 million. Adjustments are preliminary per ASC 805, based on Heritage's December 31, 2025 balances, with fair value allocations for loans ($3.5 billion acquired), securities, and intangibles ($124 million). Crowe LLP's consent supports audit reliability. Investors should note these are illustrative only, subject to final purchase accounting, policy alignments, and actual closing terms, potentially impacting future results materially.