CVB Financial Corporation

05/07/2026 | Press release | Distributed by Public on 05/07/2026 15:01

Amendment to Current Report (Form 8-K/A)

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and the accompanying notes (the "pro forma financial information") are presented to illustrate the effects of the accounting for the Merger.

The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical consolidated balance sheets of CVBF and Heritage as of such date and reflects adjustments that depict the accounting for the Merger required by GAAP (the "pro forma balance sheet transaction accounting adjustments"). Also, the unaudited pro forma condensed combined statements of income for the year ended December 31, 2025 combine the historical consolidated statements of income of CVBF and Heritage for the same periods assuming the Merger closed on January 1, 2025 (the "pro forma income statement transaction accounting adjustments"). We refer to pro forma balance sheet transaction accounting adjustments and the pro forma income statement transaction accounting adjustments collectively as the "transaction accounting adjustments."

The unaudited pro forma financial information and related notes are based on and should be read in conjunction with the separate historical financial statements and notes thereto included in each of CVBF's and Heritage's SEC filings, including:

•
the historical audited consolidated financial statements of CVBF and accompanying notes included in CVBF's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026; and
•
the historical audited consolidated financial statements of Heritage and accompanying notes included in Heritage's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026 and incorporated by reference into this Amendment to Form 8-K under Exhibit 99.1.

The unaudited pro forma financial information is provided for illustrative information purposes only. The unaudited pro forma financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the Merger been completed as of the dates indicated or that may be achieved in the future.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, reflects adjustments that depict the accounting for the Merger required by GAAP.

December 31, 2025

CVB Financial Corp.

Heritage Commerce Corp.

Pro forma

Pro forma

(Dollars in thousands)

Historical

Historical

Adjustments

Notes

Combined

Assets

Cash and due from banks

$

107,511

$

21,682

$

(1,645

)

L

$

127,548

Interest-earning balances due from Federal Reserve and other financial institutions

281,942

625,346

(75,000

)

A

832,288

Total cash and cash equivalents

389,453

647,028

(76,645

)

959,836

Investment securities available-for-sale, at fair value

2,683,070

592,958

347,290

B

3,623,318

Investment securities held-to-maturity, at amortized cost

2,270,391

529,711

(63,944

)

C

2,736,158

Total investment securities

4,953,461

1,122,669

283,346

6,359,476

Federal Home Loan Bank ("FHLB"), Federal Reserve Bank ("FRB") stock and other investments, at cost

55,948

32,568

-

88,516

Loans and lease finance receivables, amortized cost

8,699,193

3,654,382

(499,352

)

D

11,854,223

Allowance for credit losses

(77,161

)

(49,999

)

13,334

E

(113,826

)

Net loans and lease finance receivables

8,622,032

3,604,383

(486,018

)

11,740,397

Premises and equipment, net

26,505

9,213

(1,700

)

F

34,018

Bank owned life insurance

325,299

83,423

-

408,722

Accrued interest receivable

46,723

16,379

-

63,102

Intangibles

5,774

4,625

119,436

G

129,835

Goodwill

765,822

167,631

152,532

H

1,085,985

Income taxes

174,169

26,730

84,421

I

285,320

Other assets

265,868

50,048

-

315,916

Total assets

$

15,631,054

$

5,764,697

$

75,372

$

21,471,123

Liabilities and Stockholders' Equity

Liabilities:

Deposits:

Noninterest-bearing

$

6,800,691

$

1,308,737

$

-

$

8,109,428

Interest-bearing

5,271,291

3,594,349

750

J

8,866,390

Total deposits

12,071,982

4,903,086

750

16,975,818

Customer repurchase agreements

490,601

-

-

490,601

Other borrowings

500,000

-

-

500,000

Deferred compensation

22,318

2,162

-

24,480

Junior subordinated debentures

-

39,805

(2,200

)

K

37,605

Accrued interest payable

4,770

5,746

-

10,516

Other liabilities

246,159

105,332

-

351,491

Total liabilities

13,335,830

5,056,131

(1,450

)

18,390,511

Commitments and Contingencies

Stockholders' Equity

Common stock

1,222,365

509,611

334,112

L

2,066,088

Retained earnings

1,300,513

203,675

(262,010

)

M

1,242,178

Accumulated other comprehensive (loss) income, net of tax

(227,654

)

(4,720

)

4,720

N

(227,654

)

Total stockholders' equity

2,295,224

708,566

76,822

3,080,612

Total liabilities and stockholders' equity

$

15,631,054

$

5,764,697

$

75,372

$

21,471,123

See accompanying notes to the unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

The unaudited pro forma condensed combined statement of income for the fiscal year ended December 31, 2025, reflects adjustments that depict the effects of the pro forma balance transaction accounting adjustments assuming those adjustments were made on January 1, 2025.

Year Ended December 31, 2025

CVB Financial Corp.

Heritage Commerce Corp

Pro forma

Pro forma

(Dollars in thousands)

Historical

Historical

Adjustments

Notes

Combined

Interest income:

Loans and leases, including fees

$

446,156

$

196,823

$

11,804

P

$

654,783

Interest and dividends on investment securities and interest-bearing deposits

147,145

60,176

27,447

O , Q

234,768

Total interest income

593,301

256,999

39,251

889,551

Interest expense:

Deposits

101,294

69,472

(750

)

R

170,016

Borrowings and customer repurchase agreements

30,317

-

-

30,317

Subordinated debt

-

2,152

2,200

S

4,352

Other

1,403

-

-

1,403

Total interest expense

133,014

71,624

1,450

206,088

Net interest income before provision for (recapture of) credit losses

460,287

185,375

37,801

683,463

Provision for (recapture of) credit losses

(3,500

)

1,816

22,757

T

21,073

Net interest income after provision for (recapture of) credit losses

463,787

183,559

15,044

662,390

Noninterest income:

Service charges on deposit accounts and bankcard services

22,167

3,688

-

25,855

Trust and investment services

15,033

-

-

15,033

BOLI income

11,467

2,213

-

13,680

Servicing Income

-

302

-

302

Loss on sale of AFS investment securities

(10,970

)

-

-

(10,970

)

Gain on sale of SBA Loans

-

215

-

215

Gain on OREO, net

2,296

-

-

2,296

Other

15,178

5,671

-

20,849

Total noninterest income

55,171

12,089

-

67,260

Noninterest expense:

Salaries and employee benefits

144,457

66,537

-

210,994

Occupancy and equipment

23,819

9,944

(113

)

V

33,650

Professional services

9,248

6,233

-

15,481

Computer software expense

17,148

-

-

17,148

Marketing and promotion

6,882

-

-

6,882

Amortization of intangible assets

4,193

-

18,766

U

22,959

Acquisition related expenses

1,556

-

43,000

W

44,556

Provision for (recapture of) unfunded loan commitments

2,000

-

-

2,000

Other

27,962

45,145

(43,000

)

X

30,107

Total noninterest expense

237,265

127,859

18,653

383,777

Earnings before income taxes

281,693

67,789

(3,609

)

345,873

Income taxes

72,395

19,959

12,501

Y

104,855

Net earnings

$

209,298

$

47,830

$

(16,110

)

$

241,018

Earnings per common share:

Basic earnings per common share

$

1.52

$

0.78

$

1.36

Diluted earnings per common share

$

1.52

$

0.78

$

1.36

Weighted Average number of common shares outstanding (thousands)

Basic

136,757

61,408

(20,609

)

Z

177,556

Diluted

137,050

61,702

(20,903

)

Z

177,849

See accompanying notes to the unaudited pro forma condensed combined financial information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1-Basis of Presentation

The unaudited pro forma financial information and explanatory notes have been prepared in accordance with Article 11 of Regulation S-X to illustrate the effects of the Merger under the acquisition method of accounting in Accounting Codification Standards 805, Business Combinations (ASC 805) with CVBF treated as the accounting acquirer. Under the acquisition method of accounting, the

assets and liabilities of Heritage (as the accounting acquiree) will be recorded mostly at their respective fair values, as of the effective date of the Merger. The excess of the consideration transferred over fair value of Heritage's net assets acquired will be recorded as goodwill. In addition, Merger-related costs incurred by CVBF, the accounting acquirer, are accounted for as expenses in the periods in which the costs are incurred and the services received.

Certain reclassifications will be made to align Heritage's historical financial statement presentation with that of CVBF. The accounting policies of both CVBF and Heritage are currently under review, and CVBF and Heritage have not identified all adjustments necessary to conform the respective accounting policies into a single accounting policy. As a result of that review, differences could be identified between the accounting policies of the two companies that, when aligned, could have a material impact on CVBF's financial information.

The transaction accounting adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary transaction accounting adjustments have been made solely for the purpose of providing the unaudited financial information. The transaction accounting adjustments are based upon available information and certain assumptions considered reasonable and may be revised as additional information becomes available.

Note 2-Preliminary Consideration Transferred and Allocation of Consideration Transferred

The transaction accounting adjustments depict the accounting for the Merger, including the determination of the fair value of preliminary consideration transferred and allocation of the preliminary consideration to assets acquired and liabilities assumed. The impact of cash settlement of Heritage options and the replacement of the outstanding and unvested Heritage Restricted Stock Units ("RSUs") and Heritage performance awards with CVBF RSUs and CVBF RSU awards, respectively, on the consideration transferred is immaterial and have been excluded for the purpose of this pro forma. The excess of the consideration transferred over the fair value of assets acquired and liabilities assumed is reflected as goodwill.

Refer to the table below for the preliminary calculation of estimated merger consideration transferred:

Share Consideration: ($ and shares in thousands)

Amount

Shares of Heritage common stock outstanding as of April 17, 2026

62,117

Shares of Heritage restricted stock units outstanding as of April 17, 2026

651

Total Heritage shares of common stock as of April 17, 2026

62,768

Exchange Ratio

0.65

Number of shares of CVBF common stock to be issued to Heritage shareholders

40,799

CVBF share price as of April 17,2026

$

20.68

Preliminary fair value of estimated merger consideration transferred

$

843,723

(1)
Represents an estimate of Heritage's outstanding restricted stock units and dividend equivalents expected to be converted to CVBF common stock based on preliminary analysis of the vesting schedule.
(2)
Amounts have been rounded to nearest thousands and may differ by immaterial amounts.

The actual consideration transferred is based upon the completion of the Merger and would be determined based on the closing price of CVBF common stock on the closing date and the number of issued and outstanding shares of Heritage common stock as of immediately prior to the effective time. Actual consideration transferred may differ from the amounts reflected in the unaudited pro forma financial information, and the differences may be material.

The actual determination of the fair value of Heritage's assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase price as compared with the information shown in the unaudited pro forma financial information may change the amount of the total purchase price allocated to goodwill and other assets and liabilities and may impact the combined company's statement of income. The actual purchase price allocation may be materially different than the preliminary purchase price allocation presented in the unaudited pro forma financial information.

The following table sets forth a preliminary allocation of the estimated merger consideration transferred to the fair value of the identified tangible and intangible assets and liabilities assumed of Heritage using Heritage's consolidated balance sheet as of December 31, 2025:

(in thousands)

December 31, 2025

Fair Value consideration paid to Heritage shareholders

Cash paid

$ 1,645

Fair value of common shares issued and exchanged

843,723

Preliminary fair value of estimated merger consideration

$ 845,368

Fair Value of Assets Acquired:

Total cash and cash equivalents

$ 647,028

Investment securities available-for-sale

592,958

Investment securities held-to-maturity

465,767

FHLB, FRB stock and other investments

32,568

Loans

3,488,413

Premises and equipment

7,513

Bank owned life insurance

83,423

Other assets

66,426

Other intangible assets

124,061

Deferred tax asset, net

71,729

Total assets acquired

$ 5,579,886

Fair Value of Liabilities Assumed:

Deposits

$ 4,903,836

Subordinated debt

37,605

Other liabilities

113,240

Total liabilities assumed

$ 5,054,681

Net assets acquired

525,205

Preliminary proforma goodwill

$ 320,163

Note 3 -Transaction Accounting Adjustments

The following transaction accounting adjustments have been reflected in the unaudited pro forma financial information. All adjustments are based on current assumptions and valuations, which are subject to change.

Balance Sheet

(Dollars in thousands)

December 31, 2025

A

Adjustment to cash and cash equivalents

Reflect cash paid for expenses to be incurred related to the merger, including change-in-control agreements, severance and retention awards, investment banking fees, legal and other professional services, and contract terminations

$ (75,000)

B

Adjustment to investment securities, available for sale

To reflect the purchase of AFS securities with the proceeds of the sale of Heritage Single Family Residential Loans ("SFR") loans

$ 347,290

C

Adjustment to investment securities, held to maturity

To reflect estimated fair value of acquired investment securities

$ (63,944)

D

Adjustments to loans and leases

To reflect the sale of the SFR loans at book value

$ (416,112)

To reflect estimated fair value related to acquired loans and leases*

(97,148)

Net fair value pro forma adjustments

(513,260)

Gross up of purchase credit deteriorated ("PCD") loans and leases for credit mark

13,908

$ (499,352)

Fair value adjustments on loans acquired

PCD loans fair value

$ (42,722)

Non-PCD loans fair value

(54,426)

Total fair value adjustment assigned to loans*

$ (97,148)

E

Adjustments to allowance for credit losses

To reverse Heritage ACL

$ 49,999

To reflect estimated lifetime credit losses on acquired PCD loans and leases

(13,908)

To reflect estimated lifetime credit losses on acquired non-PCD loans and leases

(22,757)

$ 13,334

Retained Earnings Impact to non-PCD

Estimated lifetime credit losses on acquired non-PCD loans and leases

$ (22,757)

Deferred tax asset

6,727

$ (16,030)

F

Adjustment to premises and equipment, net

To adjust fair value of building and land

$ (1,700)

G

Adjustment to intangibles, net

To eliminate Heritage other intangible assets, net.

$ (4,625)

To record the estimated fair value of acquired identifiable core deposit intangible assets.

124,061

$ 119,436

H

Adjustment to goodwill

To eliminate Heritage goodwill at closing date.

$ (167,631)

To record the goodwill associated with the merger.

320,163

$ 152,532

I

Adjustment to income taxes

Deferred tax impact of asset and liability adjustments and merger expense

$ 84,421

J

Adjustment interest bearing deposits

To reflect estimated fair value of time deposits

$ 750

K

Adjustment to subordinated debt

To reflect estimated fair value of subordinated debt

$ (2,200)

L

Adjustments to common stock

To eliminate historical Heritage common stock.

$ (509,611)

To reflect the closing-date fair value of the consideration transferred by CVBF for its interest in Heritage excluding cash of $1,645 was paid in lieu of issuing fractional shares and options outstanding.

843,723

$ 334,112

M

Adjustment to retained earnings

To eliminate historical Heritage retained earnings.

$ (203,675)

To adjust for after tax merger expenses.

(58,335)

$ (262,010)

N

Adjustment to accumulated other comprehensive loss

To eliminate historical Heritage accumulated other comprehensive loss.

$ 4,720

Income Statement

(dollars in thousands)

Year Ended December 31, 2025

O

Adjustment to interest income on investment securities

To reflect additional interest income for the purchase of investment securities from the proceeds of the sale of SFR loans and estimated straight line accretion for the fair value discount of held-to-maturity investment securities, using a five year average life.

$ 30,185

P

Adjustment to interest income on loans

To reflect the lost interest income on the sale of SFR loans at close and estimated straight line accretion of fair value discount on non-SFR loans, based on average life of four years.

$ 11,804

Q

Adjustment to interest income on funds on deposit at Federal Reserve

To reflect the lost interest income on the reduction in reserves at the Federal Reserve.

$ (2,738)

R

Adjustment to interest expense on deposits

To reflect accretion of fair value premium of time deposits over one year.

$ (750)

S

Adjustment to interest expense on subordinated debentures

To reflect straight line amortization of fair value discount on subordinated debt over one year.

$ 2,200

T

Adjustment to provision for credit losses

To record provision for credit losses on Heritage non-purchase credit deteriorated loans.

$ 22,757

U

Adjustment to intangible amortization

To remove Heritage intangible amortization and reflect amortization of acquired core deposit intangible over 10 years, using the sum-of-the-years-digits method of amortization.

$ 18,766

V

Adjustment to occupancy expense

To reflect straight line accretion of fair value discount on property and equipment, over 15 years.

$ (113)

W

Adjustment to other expense

To reflect pre-tax nonrecurring merger related expenses incurred after merger.

$ 43,000

X

Adjustment to other expense

To reflect estimated expense synergies from combined operations.

$ 43,000

Y

Adjustment to income tax provision

To reflect the income tax effect of proforma adjustments at the estimated statutory federal and state tax rate of 29.56%

$ 12,501

Z

Adjustments to weighted average number of common shares outstanding-Basic

To reflect acquisition of Heritage basic common shares.

(61,408)

To reflect the 40,799 shares of CVBF common stock to be issued in the merger.

40,799

(20,609)

Z

Adjustments to weighted average number of common shares outstanding-Diluted

To reflect acquisition of Heritage diluted common shares.

(61,702)

To reflect the 40,799 shares of CVBF common stock to be issued in the merger.

40,799

(20,903)

Note 4 -Transaction Accounting Adjustments - Early Adoption of ASU 2025-08

On January 1, 2026, CVBF early adopted Accounting Standards Update (ASU) 2025-08, "Financial Instruments - Credit Losses (Topic 326): Purchased Loans" and will record the estimated credit fair value mark related to the non-PCD loans of $22.8 million as a component of the ACL as part of its application of purchase accounting. Accordingly, no additional ACL will be recorded immediately following the consummation of the Merger.

The following transaction accounting adjustments reflect the impact to the unaudited pro forma financial information with the early adoption of (ASU) 2025-08.

Balance Sheet

December 31, 2025

CVB Financial Corp.

Heritage Commerce Corp.

Pro forma

Pro forma

(Dollars in thousands)

Historical

Historical

Adjustments

Notes

Combined

Assets

Loans and lease finance receivables, amortized cost

$ 8,699,193

$ 3,654,382

$ (476,595)

1

$ 11,876,980

Allowance for credit losses

(77,161)

(49,999)

13,334

2

$ (113,826)

Net loans and lease finance receivables

$ 8,622,032

$ 3,604,383

$ (463,261)

$ 11,763,154

(Dollars in thousands)

December 31, 2025

1

Adjustments to loans and leases

To reflect the sale of the SFR loans at book value

$ (416,112)

To reflect estimated fair value related to acquired loans and leases

(60,483)

$ (476,595)

2

Adjustments to allowance for credit losses

To reverse Heritage ACL

$ 49,999

To reflect estimated lifetime credit losses on acquired loans and leases

(36,665)

$ 13,334

Income Statement

December 31, 2025

CVB Financial Corp.

Heritage Commerce Corp.

Pro forma

Pro forma

(Dollars in thousands)

Historical

Historical

Adjustments

Notes

Combined

Interest income:

Loans and leases, including fees

$ 446,156

$ 196,823

$ 2,637

3

$ 645,616

Provision for (recapture of) credit losses

(3,500)

1,816

-

$ (1,684)

(Dollars in thousands)

Year Ended December 31, 2025

3

Adjustment to interest income on loans

To reflect the lost interest income on the sale of SFR loans at close and estimated straight line accretion of fair value discount on non-SFR loans based on average life of four years.

$ 2,637

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