# HERITAGE COMMERCE CORP (HTBK) — merger [completed]
Source: SEC API (secapi.ai) · situation sit_e76a8f5310ee56b4e634 · retrieved 2026-08-11T15:51:36.878Z

## Overview
CVB Financial Corp. is a bank holding company with Citizens Business Bank as its principal asset, operating 62 banking centers and related offices in California with approximately $15.7 billion in assets as of September 30, 2025; Heritage Commerce Corp. is a California bank holding company with Heritage Bank of Commerce, a community-focused business bank headquartered in San Jose with 16 full-ser…

On December 17, 2025, CVB Financial Corp. (CVBF) and Heritage Commerce Corp. entered into an Agreement and Plan of Reorganization and Merger. Heritage will merge with and into CVBF, with CVBF as the surviving corporation. Promptly following, Heritage Bank will merge with and into Citizens Business Bank, with Citizens as the surviving bank. Heritage shareholders will receive 0.65 shares of CVBF common stock for each share of Heritage common stock held. Based on CVBF's closing price of $20.00 on December 16, 2025 (the last trading day before announcement), the exchange ratio represented approximately $13.00 per share of Heritage common stock. Based on the number of shares outstanding as of December 12, 2025, former Heritage shareholders are estimated to own approximately 23% of CVBF following the merger, while current CVBF shareholders will own approximately 77%.

## Terms
- Counterparty: Heritage Commerce Corp · Consideration: stock · Stake: 23% · Price/share: $13

## Key dates
- Announced 2026-02-12 · Record 2026-02-09 · Vote 2026-03-26 · Expiry 2027-01-15 · Expected close 2026-06-30 · Completed 2026-04-21

## Timeline
- 2026-02-12 · DEFM14A (0001193125-26-048925): DEFM14A - HERITAGE COMMERCE CORP — *CVB Financial Corp. is a bank holding company with Citizens Business Bank as its principal asset, operating 62 banking centers and related offices in California with approximately $15.7 billion in assets as of September 30, 2025; Heritage Commerce Corp. is a California bank holding company with Heritage Bank of Commerce, a community-focused business bank headquartered in San Jose with 16 full-ser…* On December 17, 2025, CVB Financial Corp. (CVBF) and Heritage Commerce Corp. entered into an Agreement and Plan of Reorganization and Merger. Heritage will merge with and into CVBF, with CVBF as the surviving corporation. Promptly following, Heritage Bank will merge with and into Citizens Business Bank, with Citizens as the surviving bank. Heritage shareholders will receive 0.65 shares of CVBF common stock for each share of Heritage common stock held. Based on CVBF's closing price of $20.00 on December 16, 2025 (the last trading day before announcement), the exchange ratio represented approximately $13.00 per share of Heritage common stock. Based on the number of shares outstanding as of December 12, 2025, former Heritage shareholders are estimated to own approximately 23% of CVBF following the merger, while current CVBF shareholders will own approximately 77%.
  https://www.sec.gov/Archives/edgar/data/1053352/0001193125-26-048925.txt
- 2026-04-21 · 8-K (0001193125-26-167257): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/1053352/000119312526167257/d143924d8k.htm

## Citations
- 0001193125-26-048925 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526048925
- 0001193125-26-167257 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526167257