CVB Financial to Acquire Heritage Commerce is a $811 Million All-Stock Deal

CVB Financial Corp. (CVBF) entered a merger agreement on December 17, 2025, to acquire Heritage Commerce Corp (HTBK) in an all-stock deal valued at $811 million.

Deal Structure:

Heritage shareholders will receive 0.65 shares of CVB common stock for each Heritage share.

Heritage will merge with CVB in an all-stock transaction valued at $13 per Heritage share, representing a 6.47% premium from the stock’s last close.

Company Profile:

Heritage is a California-based bank holding company that operates Heritage Bank of Commerce, providing commercial, small business, and personal banking services throughout the San Francisco Bay Area. It has about $5.6 billion in total assets and approximately $4.8 billion in deposits.

CVB is a California-based bank holding company for Citizens Business Bank, providing commercial, small business, and personal banking, lending, and trust services across the state. It is one of the largest California-headquartered bank holding companies, with over $15 billion in assets.

Deal Details and Timeline:

The merger will create a California business bank with roughly $22 billion in assets and more than 75 offices and branches.

CVB shareholders will own about 77% of the combined company, while Heritage shareholders will own about 23%.

David Brager will continue as CEO of CVB, and Heritage CEO Clay Jones will join CVB as President of the combined organization. Two current Heritage directors will also join the CVB Board.

The deal is expected to close in the second quarter of 2026.

Heritage was advised by Piper Sandler on financial matters and by Wachtell, Lipton, Rosen & Katz on legal matters. CVB received financial advice from J.P. Morgan and legal counsel from Manatt, Phelps & Phillips.

CVB is paying 1.06 times the book value for Heritage.

Deal Metrics:

For further details regarding this merger and acquisition transaction, please visit the Deal Metrics page here:
Deal Metrics for the acquisition of Heritage Commerce Corp (HTBK) by CVB Financial Corp. (CVBF)

The Deal Metrics page for each merger or acquisition includes:

• A spread history chart of the merger from announcement through eventual completion or failure.
• Every event as the merger progresses through the expiration of the HSR period, various regulatory approvals, shareholder votes, etc.
• News and SEC filings.
• A history of deal updates.
• And a whole lot more.

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Editor’s Note: Baranjot Kaur contributed to this article