Cvb Financial Corporation · NASDAQ:CVBF
Cvb Financial — Merger or Acquisition (December 2025)
16 slides from Cvb Financial's merger presentation, Dec 17, 2025
Slide 1: Merger with Heritage Commerce
Exhibit 99.2 Merger with Heritage Commerce California’s Top Performing Business Bank Expands into the Bay Area cbbank.com
Slide 2: Forward Looking Statements
Forward Looking Statements CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction (including
Slide 3: Additional Information
Additional Information ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT In connection with the proposed merger, CVBF will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of CVBF and Heritage and a Prospectus of CVBF (the “Joint Pr
Slide 4: California's Top Performing Business Bank Expands Presence into Desirable Bay Area Markets
California’s Top Performing Business Bank Industry-Leading Pro Forma Expands Presence into Performance Metrics¹ Attractive Financial Returns Desirable Bay Area Markets KRX² rank Scale Profitability & Returns $21.7bn $17.2bn San 13.2% Rafael Deposits Assets Oakland 2027E EPS Accretion San Francisco P
Slide 5: Overview of Heritage Commerce
Overview of Heritage Commerce Greater San Francisco Company Overview Bay Area ➢ Founded in 1994 and headquartered in San Jose, California ➢ Northern California’s premier relationship-focused business bank San Rafael ➢ Offers a wide range of tailored financial solutions including business Walnut Cree
Slide 6: Highly Strategic Entry into the Bay Area
Highly Strategic Entry into the Bay Area Leading Position in the Bay Area¹ Attractive Wealth Demographics Heritage Commerce is #2 Mid-Sized² Bank Headquartered in National average the Bay Area¹ by Deposits ($bn) +65% higher 13% income $161 12% Fremont $5.1 11% $4.8 $98 $87 Mechanics $3.9 Bank of Mar
Slide 7: Transaction Summary
Transaction Summary ➢ Consideration: 100% stock with fixed exchange ratio of 0.6500x CVBF shares for each HTBK share Structure➢ Deal value: $811mm aggregate transaction value, or $13.00 per Heritage Commerce share¹ ➢ Pro forma ownership: 77% CVB / 23% Heritage Commerce 12.6x 7.3x 1.51x 83% Pricing /
Slide 8: Key Transaction Assumptions
Key Transaction Assumptions ➢ CVBF forecast based on median consensus analyst estimates for earnings and assets Earnings Forecasts ➢ HTBK forecast based on median consensus analyst estimates for earnings and assets ➢ Estimated at 35% of Heritage Commerce’s 2027E operating noninterest expense (~$43mm
Slide 9: Financially and Strategically Compelling Opportunity to Deploy Excess Capital
Financially and Strategically Compelling Opportunity to Deploy Excess Capital Meaningful Capacity Heritage Commerce Acquisition vs. for Future Capital Acquisition¹ Share Repurchase² Distributions Industry-leading pro forma capital and profitability Capital Deployed ~210bps of CET1 – 14.6% ~17% ✓ CET
Slide 10: Track Record as a Disciplined Acquiror
Track Record as a Disciplined Acquiror Total Assets ($bn) = Acquisitions Heritage Commerce Corp $5,624mm $21.7 Consistent with our Suncrest acquisition strategy Bank $1,416mm Target asset $16.5 $16.0 $15.9 $15.4 size: $1bn to $15.3 Community $15.2 ✓ Bank $14.4 $10bn $3,714mm Valley Commerce Bank Cou
Slide 11: Extensive Due Diligence Highlights
Extensive Due Diligence Highlights Key Diligence Focus Areas ➢ Completed comprehensive due diligence and document review process with executives from Credit and Operations Asset Quality CVB Financial and Heritage, along with advisors ➢ Covered all operational areas in addition to strategy, clients,
Slide 12: Transaction Highlights
Transaction Highlights Bolsters California’s Top Performing Business bank Highly Strategic Entry into the Bay Area Attractive, Low-Risk Financial Returns Compelling Deployment of Excess Capital Conservative Assumptions Supported by Robust Due Diligence Successful Track Record as a Highly Disciplined
Slide 13: Appendix
Appendix cbbank.com 13
Slide 14: Similar Commercial Models: Reduce Execution Risk & Provide Upside Potential
Similar Commercial Models: Reduce Execution Risk & Provide Upside Potential CVB Heritage Commerce Pro forma Loan Composition Consumer Consumer Consumer and other and other and other Potential loan sale 0% 12% 1–4 family 1–4 family¹ C&D 1% C&D <1% 8% 1–4 family 4% 6% 16% 3% C&D C&I 11% 4% C&I 13% $8.
Slide 15: Tangible Book Value Reconciliation
Tangible Book Value Reconciliation Tangible Book Value Per Share Detail Goodwill Detail Basic shares Goodwill & other intangibles $mm TBVPS build to close $mm (mm) $ per share Merger consideration $811 CVB as of 9/30/2025 $1,510 137.5 $10.98 (+) Earnings prior to close 162 – Standalone HTBK TCE at c
Slide 16: Earnings Per Share Reconciliation
Earnings Per Share Reconciliation 2027E Earnings Per Share Reconciliation CVBF net income (median consensus estimate) $226 HTBK net income (median consensus estimate) 63 After- transaction adjustments Cost savings 32 Cost of cash (1) Accretion from interest rate marks, net of foregone accretion on p
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