Transaction Details

Footnotes

On April 17, 2026 (the "Effective Time"), upon consummation of the transactions contemplated by the Agreement and Plan of Reorganization and Merger (the "Merger Agreement"), dated as of December 17, 2025, by and between Heritage Commerce Corp (the "Company"), a California corporation and CVB Financial Corp. ("CVBF"), a California corporation, and subject to the terms and conditions set forth in the Merger Agreement, each share of the Company's common stock outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive 0.65 shares (the "Exchange Ratio") of CVBF's common stock, without interest thereon (the "Merger Consideration"). | At the Effective Time, each outstanding restricted stock award granted under any Company stock plan accelerated in full, and such restricted stock awards were converted into, and became exchanged for, the Merger Consideration. | At the Effective Time, each option to purchase shares of Company common stock under any Company stock plan that was outstanding immediately prior to the Effective Time was cancelled and the holder thereof was entitled to receive an amount in cash equal to the product of (i) the number of shares of Company common stock subject to such option and (ii) the positive excess, if any, of (a) the applicable cashout price of such option (calculated as an amount, rounded to the nearest cent, equal to the product of (x) the 20-day volume weighted average closing price of a share of CVBF common stock as of the fifth business day prior to the closing date, and (y) the Exchange Ratio), over (b) the exercise price per share, less applicable taxes.