CVB FINANCIAL CORP 8-K

What Happened CVB Financial Corp. (CVBF) announced that it completed its acquisition of Heritage Commerce Corp. effective April 17, 2026; Heritage merged into CVBF and Heritage Bank of Commerce merged into CVBF’s banking subsidiary, Citizens Business Bank, N.A. Under the merger agreement, each outstanding Heritage common share was converted into 0.65 shares of CVBF common stock, and CVBF issued approximately 41 million shares to former Heritage shareholders. The stock issuance was registered on a Form S-4 declared effective February 12, 2026. Unexercised Heritage options were cashed out (using a $19.28 20-day VWAP for pricing before the close, adjusted by the exchange ratio), and outstanding Heritage equity awards were either accelerated and converted or substituted with CVBF awards for continuing employees.

Concurrently, CVBF appointed R. Clay Jones (former President & CEO of Heritage) as President of both CVBF and Citizens, reporting to CVBF CEO David A. Brager. Julianne Biagini-Komas also joined the boards of CVBF and Citizens as an independent director and audit committee financial expert. CVBF amended employment agreements for its named executive officers to add severance protections.

Key Details

• Closing Date: April 17, 2026; Heritage and Heritage Bank merged into CVBF and Citizens, respectively.
• Exchange Ratio: 0.65 CVBF shares per Heritage share; ~41 million CVBF shares issued to former Heritage shareholders.
• Option/award treatment: Options cashed out (cashout price based on $19.28 VWAP × 0.65), restricted awards accelerated or converted; interim RSUs for continuing employees substituted with CVBF RSUs.
• New President’s pay highlights (R. Clay Jones): $700,000 base salary; $1.8M cash retention (vesting in two installments on Jan 1, 2027 and Jan 1, 2028); 20,000 restricted shares/RSUs (10k time-based, 10k performance-based); annual incentive eligibility up to 80% of base; severance = 1x salary + 1x average bonus (2x for change-in-control situations, plus COBRA coverage).
• Board addition: Julianne Biagini-Komas named independent director and audit committee financial expert.
• NEO amendments: Named executive officers now have severance equal to 1x base salary + 1x average annual bonus if terminated without cause or for “good reason.”

Why It Matters This filing confirms the completed acquisition and full integration steps (including the bank merger) that expand CVBF’s franchise and add former Heritage shareholders and executives to CVBF’s shareholder base and leadership. The issuance of ~41 million CVBF shares will increase CVBF’s shares outstanding (a factor investors watch because it can affect metrics like earnings per share). Leadership changes and the specified compensation and severance arrangements are material to governance and future operating costs during integration. The S-4 registration and detailed treatment of options and awards clarify how Heritage equity holders were paid or converted in the deal.