8-K/A
Cvb Financial Corp (CVBF)
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): April 17, 2026 |
|---|
CVB Financial Corp.
(Exact name of Registrant as Specified in Its Charter)
| California | 000-10140 | 95-3629339 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 701 N HAVEN AVE<br><br>STE 350 | ||
| ONTARIO , California | 91764 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 909 980-4030 | ||
| --- | ||
| Not Applicable | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, No Par Value | CVBF | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On April 21, 2026, CVB Financial Corp., a California corporation (“CVBF” or the “Company”), filed a Current Report on Form 8-K (the “Original 8-K”), which disclosed that effective as of April 17, 2026, CVBF 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”). Pursuant to the Merger Agreement, 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 merged with and into CVBF's wholly-owned banking subsidiary, Citizens Business Bank, National Association (“Citizens”), with Citizens being the surviving bank. This Current Report on Form 8-K/A is being filed to amend Item 9.01 of the Original 8-K to include the financial statements of Heritage and pro forma financial information required by Item 9.01 of Form 8-K (the “Amendment”).
The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that CVBF and Heritage would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Merger. Except as described in this Amendment, all other information in the Original 8-K remains unchanged.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
The audited consolidated financial statements of Heritage as of December 31, 2025 and 2024, and for each of the fiscal years ended December 31, 2025, 2024 and 2023 as required by Item 9.01(a) of Form 8-K are included herein as Exhibit 99.1 and incorporated by reference into this Item 9.01(a).
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of CVBF as of December 31, 2025, and the unaudited pro forma condensed combined statements of income of CVBF for the fiscal year ended December 31, 2025, in each case giving effect to the Merger as if it had occurred on January 1, 2025, are filed as Exhibit 99.2 hereto and incorporated herein by reference.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CVB FINANCIAL CORP. | |||
|---|---|---|---|
| Date: | May 7, 2026 | By: | /s/ E. Allen Nicholson |
| E. Allen Nicholson<br>Executive Vice President and Chief Financial Officer |
EX-23.1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements of CVB Financial Corp. Nos. 333- 225173 and 333-151755 on Form S-8 of our report dated March 9, 2026 relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Heritage Commerce Corp for the year ended December 31, 2025, incorporated by reference in this Current Report on Form 8-K/A of CVB Financial Corp.
/s/ Crowe LLP
Crowe LLP
Oakbrook Terrace, Illinois
May 7, 2026
EX-99.2
Exhibit 99.2
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.
Exhibit 99.2
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.
Exhibit 99.2
| 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
Exhibit 99.2
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 |
- 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.
- 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 |
Exhibit 99.2
| Preliminary fair value of estimated merger consideration | |
|---|---|
| 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 | |
| Preliminary proforma goodwill |
All values are in US Dollars.
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 |
Exhibit 99.2
| $ 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
Exhibit 99.2
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 | Combined |
| Assets | ||||
| Loans and lease finance receivables, amortized cost | $ 8,699,193 | $ 3,654,382 | (476,595) | $ 11,876,980 |
| Allowance for credit losses | (77,161) | (49,999) | 13,334 | $ (113,826) |
| Net loans and lease finance receivables | $ 8,622,032 | $ 3,604,383 | (463,261) | $ 11,763,154 |
All values are in US Dollars.
| (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 |