CVBF 8-K/A

Cvb Financial Corp (CVBF)

8-K/A 2026-05-07 For: 2026-04-17

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Added on May 07, 2026


California	000-10140	95-3629339
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 N HAVEN AVE STE 350
ONTARIO , California		91764
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	CVBF	The Nasdaq Stock Market LLC


Exhibit No.	Description

23.1	Consent of Crowe LLP, Independent Registered Public Accounting Firm for Heritage Commerce Corp.

99.1	Audited consolidated financial statements of Heritage Commerce Corp as of December 31, 2025 and 2024, and for each of the fiscal years ended December 31, 2025, 2024 and 2023 and the notes related thereto (incorporated by reference to Part II, Item 8 of Heritage Commerce Corp's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026 (File No. 000-23877)).

99.2	Unaudited pro forma condensed combined balance sheet of CVB Financial Corp. as of December 31, 2025 and unaudited pro forma condensed combined statements of income of CVB Financial Corp. for the fiscal year ended December 31, 2025.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)


			CVB FINANCIAL CORP.

Date:	May 7, 2026	By:	/s/ E. Allen Nicholson
			E. Allen Nicholson Executive Vice President and Chief Financial Officer


	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

CVBF 8-K/A

FORM 8-K/A

Item 9.01 Financial Statements and Exhibits.


	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



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


(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


(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


		(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)