ONTARIO, Calif. and SAN JOSE, Calif., March 26, 2026 (GLOBE NEWSWIRE) -- CVB Financial Corp. (NASDAQ: CVBF), the holding company for Citizens Business Bank, and Heritage Commerce Corp (NASDAQ: HTBK), the holding company for Heritage Bank of Commerce, today jointly announced that each company’s respective shareholders have voted to approve the proposed merger of Heritage Commerce Corp with and into CVB Financial Corp. Subject to the receipt of regulatory approvals and satisfaction of all remaining closing co ...

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Core Viewpoint - CVB Financial Corp. announced a cash dividend of $0.20 per share for the first quarter of 2026, marking the 146th consecutive quarterly cash dividend to be paid to shareholders [1][2]. Group 1: Dividend Announcement - The cash dividend of $0.20 per share was approved during the Board of Directors meeting on March 18, 2026 [1]. - The dividend will be payable on or about April 15, 2026, to shareholders of record as of April 01, 2026 [1]. Group 2: Company Overview - CVB Financial Corp. is the holding company for Citizens Business Bank, National Association, and is one of the 10 largest bank holding companies headquartered in California with over $15 billion in total assets [3]. - Citizens Business Bank is recognized as one of the top-performing banks in the nation, offering a wide range of banking, lending, and investing services through more than 60 banking centers and three trust office locations in California [3]. Group 3: Stock Information - Shares of CVB Financial Corp. are listed on NASDAQ under the ticker symbol "CVBF" [4]. - For investor information, the company directs interested parties to visit their website and click on the "Investors" tab [4].

Financial Position - As of December 31, 2025, CVB Financial Corp. had total consolidated assets of $15.63 billion, net loans of $8.62 billion, deposits of $12.07 billion, and shareholders' equity of $2.30 billion[18]. - The Company held approximately $5 million in small investment positions in three financial technology private equity funds as of December 31, 2025[60]. - The total carrying value of the securities portfolio was $4.95 billion as of December 31, 2025, with a pre-tax net unrealized loss of $307.8 million in available-for-sale securities and approximately $344.9 million in held-to-maturity securities[145]. - The Bank had $300 million of deposit liabilities categorized as brokered deposits as of December 31, 2025[61]. - The Company recognized a special assessment expense of $9.2 million in Q4 2023 due to the FDIC's special deposit insurance assessment following the receiverships of failed institutions[79]. Merger and Acquisition - The Company has entered into a merger agreement with Heritage Commerce Corp., expected to close in Q2 2026, resulting in a combined company with approximately $22 billion in assets and over 80 centers and offices[28]. - Upon merger completion, CVB shareholders will own approximately 77% and Heritage shareholders will own approximately 23% of the combined entity[28]. - The proposed merger with Heritage is pending completion, with potential risks including the need for regulatory approvals and the possibility of adverse market reactions if the merger fails[159]. - The company expects to issue approximately 40.6 million shares of common stock to Heritage shareholders as part of the merger, which may lead to fluctuations in the stock price[175]. - The company has incurred and anticipates incurring substantial non-recurring costs related to the merger, including advisory fees and integration costs[167]. Regulatory Compliance - The Company must maintain a Tier 1 Risk-Based Capital Ratio of 6.0% or greater and a Total Risk-Based Capital Ratio of 10.0% or greater to be considered well-capitalized[50]. - The Capital Conservation Buffer is currently at its fully phased-in level of 2.5%, increasing the required minimum risk-based capital ratios[52]. - The Federal Reserve monitors the Company's capital adequacy on a consolidated basis, while the OCC primarily monitors the capital adequacy of the Bank[51]. - The Company has opted out of including accumulated other comprehensive income in regulatory capital since 2015[53]. - The prompt corrective action standards require banks to meet new capital ratios to avoid restrictions on activities and distributions[58]. Employee and Workforce - In 2025, 95% of associates earned an incentive bonus, an increase from 92% in 2024[39]. - The Company employed 1,079 associates as of December 31, 2025, reflecting a 1.0% decrease from the previous year[30]. - The average tenure among leadership positions was greater than 10 years, with a turnover rate of 10% in 2025[35]. - As of December 2025, 72% of associates were enrolled in medical insurance plans, and 81% participated in at least one wellness activity during the year[34]. Risk Management - The company’s business is subject to interest rate risk, and variations in interest rates may negatively affect its financial performance[123]. - The company may be required to make additional provisions for credit losses in the future, which could adversely affect its results of operations[130]. - The company faces operational risks related to its technological infrastructure, which is critical for compliance and product development[148]. - The company’s risk management framework may not adequately mitigate unexpected losses, potentially leading to adverse effects on operations[187]. - The company is exposed to risks from potential changes in technology and the development and use of AI, which may adversely impact its business[123]. Market and Competitive Environment - The competitive environment includes competition from larger banks and non-bank financial service providers, impacting the Company's market position[40]. - The company faces intense competition in the California banking market, which may impact its ability to grow loans and deposits[197]. - Changes in economic conditions, such as rising interest rates and inflation, could adversely affect asset quality and loan demand, impacting overall earnings[192]. - The company's financial results are significantly influenced by Federal Reserve policies, which can affect interest rates and borrower repayment capabilities[195]. Cybersecurity and Technology - Federal regulators mandate that financial institutions implement multiple layers of cybersecurity controls and notify regulators of significant cybersecurity incidents within 36 hours[88]. - The Bank's cybersecurity measures are under constant threat from sophisticated cyber-attacks, with potential risks including data breaches and regulatory fines[90]. - The company is susceptible to cybersecurity risks, which could lead to financial losses, regulatory actions, and damage to its reputation[178]. - The development and use of AI technology presents risks, including potential inaccuracies and biases in AI models, which could expose the company to legal and reputational harm[153]. Environmental and Social Governance - Climate change and related regulations could negatively impact the company's operations and those of its banking customers, particularly in sectors like dairy and agriculture[202]. - The company faces increased scrutiny from regulators regarding climate risk disclosures and management, influenced by California's evolving climate-related laws[203]. - Increasing scrutiny regarding environmental, social, and governance (ESG) practices may impose additional costs and expose the company to new risks, particularly in California[216]. Economic and Regulatory Changes - Future regulatory changes could materially impact the company's operations and financial results, though the specific effects are currently unpredictable[196]. - The conversion to a national banking association may introduce regulatory transition risks, with potential negative impacts on financial condition and operations[208]. - Recent bank failures in 2023 have led to increased regulatory scrutiny, which could raise operational costs and affect acquisition opportunities[210]. - Stringent capital requirements may restrict the company's ability to pay dividends and could necessitate raising capital, impacting financial condition[214].

Core Insights - CVB Financial Corp. has been recognized by Forbes in its seventeenth annual America's Best Banks list, marking the ninth inclusion in the past decade [1][2] - The company has demonstrated strong financial performance and community engagement, being ranked among the Top 50 Public Banks and Top Three Large U.S. Banks by Deposit Franchise in 2025 [2] - Forbes evaluated ten metrics related to credit quality, growth, and profitability for the rankings of the 200 largest publicly-traded banks and thrifts [3] Company Overview - CVB Financial Corp. is the holding company for Citizens Business Bank, with over $15 billion in total assets, making it one of the 10 largest bank holding companies headquartered in California [4] - Citizens Business Bank offers a wide range of banking, lending, and investing services through more than 60 banking centers and three trust office locations in California [4] - The company maintains a Five-Star Superior rating from BauerFinancial and a BBB+ rating from Fitch Ratings, reflecting its financial strength [2]

Core Viewpoint - The proposed sale of Heritage Commerce Corp to CVB Financial Corp is under investigation to assess whether the transaction adequately values Heritage and the process leading to this valuation is appropriate [1]. Group 1: Transaction Details - Heritage Commerce Corp shareholders will receive 0.6500 shares of CVB common stock for each share of Heritage they own as part of the proposed transaction [1]. Group 2: Legal Investigation - Kahn Swick & Foti, LLC is investigating the proposed sale to determine if the consideration offered undervalues Heritage Commerce Corp [1]. - The firm is inviting shareholders who believe the transaction undervalues the company to discuss their legal rights regarding the proposed sale [2].

Core Insights - Heritage Commerce Corp reported a 62% year-over-year increase in adjusted fourth-quarter earnings, driven by balance-sheet growth, net interest margin (NIM) expansion, and positive operating leverage [1][4] - The company announced a strategic merger with Citizens Business Bank to enhance market presence and long-term growth opportunities [1][5] Financial Performance Highlights - For the fourth quarter of 2025, reported net income was $15.1 million, with diluted earnings per share (EPS) of $0.25, reflecting a 3% and 4% increase from the previous year, respectively [3][12] - Adjusted net income for the fourth quarter was $17.2 million, with adjusted EPS of $0.28, both up 17% from the previous year [3][12] - Full-year 2025 reported net income reached $47.8 million, with reported EPS of $0.78, an 18% increase from $40.5 million and $0.66 in 2024 [3][12] - Adjusted full-year net income was $56.4 million, with adjusted EPS of $0.91, marking a 39% increase from the previous year [3][12] Key Metrics - The return on average assets (ROAA) for the fourth quarter was 1.04%, while the adjusted ROAA was 1.18%, reflecting a 12% increase over the previous year [3][12] - The return on average tangible common equity (ROATCE) was 11.29%, with an adjusted ROATCE of 12.83%, both showing significant year-over-year improvements [3][12] - The efficiency ratio improved to 57.89% in the fourth quarter, with an adjusted efficiency ratio of 54.04%, a decrease of 7% from the previous year [3][12] Merger Details - The merger with Citizens Business Bank is valued at approximately $811 million, or $13.00 per share, and is expected to create a bank with around $22 billion in assets and over 75 branches [11][13] - The merger has been unanimously approved by the boards of both companies and is anticipated to close in the second quarter of 2026, pending regulatory and shareholder approvals [11][13]

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Financial Data and Key Metrics Changes - For Q4 2025, the company reported net earnings of $55 million or $0.40 per share, an increase from $52.6 million or $0.38 per share in Q3 2025 and $50.9 million or $0.36 per share in Q4 2024 [3][4] - Return on average tangible common equity was 14.4% and return on average assets was 1.40% for Q4 2025 [3] - Pre-tax income increased by $5.4 million quarter-over-quarter and $6.3 million year-over-year [4] Business Line Data and Key Metrics Changes - Net interest income grew by $7 million or 6% from Q3 2025 and by $12.2 million or 11% from Q4 2024 [4] - Non-interest income was $11.2 million in Q4 2025, which was $1.8 million lower than Q3 2025 and $1.9 million lower than Q4 2024 [6] - Total loans increased to $8.7 billion, a $228 million or 2.7% increase from Q3 2025 and a $163 million or 2% increase from the end of 2024 [7][8] Market Data and Key Metrics Changes - Average total deposits were $12.6 billion in Q4 2025, compared to $12.5 billion in Q3 2025 [10] - Non-interest-bearing deposits declined by $122 million on average compared to Q3 2025, while interest-bearing non-maturity deposits grew by $234 million [10][11] - The cost of deposits and repos was 86 basis points in Q4 2025, down from 90 basis points in Q3 2025 [11] Company Strategy and Development Direction - The company is focused on maintaining profitability and has a strong commitment to small to medium-sized businesses [95] - The pending merger with Heritage Bank of Commerce is expected to close in Q2 2026, with integration plans already underway [27][87] - The company aims to continue growing its loan portfolio while maintaining credit quality [88] Management's Comments on Operating Environment and Future Outlook - The economic forecast indicates modest growth, with real GDP expected to remain below 1.5% through 2027 [14] - Management expressed cautious optimism for 2026, citing strong loan pipelines and positive customer sentiment [26] - The company is prepared for competitive pressures in the loan market but remains focused on maintaining underwriting standards [40] Other Important Information - The company incurred $1.6 million in one-time merger-related expenses in Q4 2025 [17] - The allowance for credit losses was $77 million at the end of Q4 2025, representing 0.89% of gross loans [13] - Shareholders' equity increased to $2.3 billion, a $109 million increase from the end of 2024 [16] Q&A Session Summary Question: Non-interest-bearing deposits and customer behavior - Management indicated that the decline in non-interest-bearing deposits was typical seasonal behavior and not due to significant customer attrition [23][72] Question: Non-dairy and livestock loan growth sustainability - Management noted that loan pipelines remain strong and expressed optimism about stable loan growth moving forward [25][26] Question: Update on the Heritage Bank merger - Management confirmed that the merger is progressing well and is on track for a Q2 2026 close [27] Question: Competitive landscape for deposits - Management stated that they are winning deposit relationships primarily from operating companies and are not focused on attracting customers with the highest rates [35] Question: Loan modifications and balances - Management explained that loan modifications can occur for various reasons, but the overall number remains small relative to the total loan portfolio [85] Question: Impact of the Heritage Bank merger on loan growth - Management anticipates potential benefits from the merger, including access to new markets and enhanced service capabilities for clients [88]

Financial Data and Key Metrics Changes - For Q4 2025, the company reported net earnings of $55 million or $0.40 per share, an increase from $52.6 million or $0.38 per share in Q3 2025 and $50.9 million or $0.36 per share in Q4 2024 [3][4] - Return on average tangible common equity was 14.4% and return on average assets was 1.40% for Q4 2025 [3] - Pre-tax income grew by $5.4 million quarter-over-quarter and $6.3 million year-over-year [4] Business Line Data and Key Metrics Changes - Net interest income increased by $7 million or 6% from Q3 2025 and by $12.2 million or 11% from Q4 2024 [4] - Non-interest income was $11.2 million in Q4 2025, which was $1.8 million lower than Q3 2025 and $1.9 million lower than Q4 2024 [6] - Total loans at December 31, 2025, were $8.7 billion, a $228 million or 2.7% increase from Q3 2025 and a $163 million or 2% increase from the end of 2024 [7][8] Market Data and Key Metrics Changes - Average total deposits and customer repurchase agreements were $12.6 billion during Q4 2025, compared to $12.5 billion for Q3 2025 [10] - Non-interest-bearing deposits declined by $122 million compared to Q3 2025, while interest-bearing non-maturity deposits grew by $234 million [10][11] - The cost of deposits and repos was 86 basis points for Q4 2025, down from 90 basis points in Q3 2025 [11] Company Strategy and Development Direction - The company is focused on maintaining profitability and has a strong commitment to its mission of banking small to medium-sized businesses [95] - The pending merger with Heritage Bank of Commerce is expected to close in Q2 2026, with integration plans already underway [27][87] - The company anticipates that the merger will provide growth opportunities in new markets and enhance service offerings to clients [87] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about loan growth in 2026, citing strong loan pipelines and positive customer sentiment [26] - The economic forecast indicates modest growth, with real GDP expected to remain below 1.5% through 2027 [14] - Management noted that competition for quality loans remains intense, but they are prepared to maintain credit quality standards [40] Other Important Information - The company incurred $1.6 million in one-time merger-related expenses during Q4 2025 [17] - The allowance for credit losses was $77 million at December 31, 2025, or 0.89% of gross loans, reflecting a decrease from the previous quarter [13] Q&A Session Summary Question: Non-interest-bearing deposits and customer behavior - Management indicated that the decline in non-interest-bearing deposits was due to normal seasonality and not a significant loss of relationships [23][72] Question: Loan growth sustainability - Management expressed optimism about loan growth, noting that pipelines remain strong and utilization rates are normalizing [25][26] Question: Update on Heritage Bank merger - Management confirmed that the merger is progressing well and is on track for a Q2 2026 close [27] Question: Competitive landscape for deposits - Management stated that they are winning deposit relationships primarily from operating companies, with a focus on non-interest-bearing deposits [34] Question: Loan modifications and outlook - Management clarified that loan modifications can occur for various reasons, but the overall number remains small relative to the total loan portfolio [85]