CVBF and Heritage Commerce Merger

California's Top Performing Business Bank

Expands into the Bay Area

cbbank.com

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 Proxy

Statement/Prospectus"), as well as other relevant documents concerning the Mergers. Certain matters in respect of the proposed merger involving CVBF and Heritage will be submitted to CVBF's shareholders or Heritage's shareholders, as applicable, for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Before making any voting or investment decision, security holders of CVBF and security holders of Heritage are urged to carefully read the entire registration statement and the Joint Proxy Statement/Prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed merger. The documents filed by CVBF and Heritage with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. In addition, the documents filed by CVBF may be obtained free of charge at CVBF's website at http://www.cbbank.com under the "Investors" tab or at Heritage's website at http://www.heritagecommercecorp.com under the "Investor Relations" tab. Alternatively, these documents, when available, can be obtained free of charge by directing a written request to CVBF, Attention: Investor Relations, 701 North Haven Avenue, Ontario, CA 91764, or by calling (909) 980-4030, or to Heritage Commerce Corp, Attention: Investor Relations, 224 Airport Parkway, San Jose, CA 95110, or by calling (408) 947-6900.

PARTICIPANTS IN THE SOLICITATION

CVBF, Heritage, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from CVBF's shareholders or Heritage's shareholders in connection with the proposed merger under the rules of the SEC.

Information regarding CVBF's directors and executive officers is available in the sections entitled "Directors, Executive Officers and Corporate Governance" and "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" in CVBF's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025 (available here); in the sections entitled "Board Oversight and Structure," "Our Executive Officers," "The Nominees" "Certain Relationships and Related Person Transactions," "Director Compensation," "Compensation Arrangements with our President and Chief Executive Officer," "Compensation Arrangements with our Other Named Executive Officers," "Summary of Compensation Table" and "How Much Stock Do CVB Financial Corp.'s Directors and Executive Officers Own" in CVBF's definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 8, 2025 (available here); in the Form 8-K filed with the SEC on October 23, 2025 regarding the election of a new director (available here); and in other documents filed by CVBF with the SEC. Information regarding Heritage's directors and executive officers is available in the sections entitled "Directors, Executive Officers and Corporate Governance" and "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" in Heritage's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 10, 2025 (available here); in the sections entitled "The Board and Corporate Governance," "Director Compensation," "Our Executive Officers," "Executive Compensation," "Beneficial Ownership of Common Stock," and "Transactions with Management" in Heritage's definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 7, 2025 (available here); and in other documents filed by Heritage with the SEC, and in each case, in particular, the discussion of "Risk Factors" set forth in such filings.

To the extent holdings of CVBF's common stock by the CVBF directors and executive officers, or holdings of Heritage's common stock by the Heritage directors and executive officers, have changed from the amounts held by such persons as reflected in the documents described above, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available here, in the case of CVBF, and available here, in the case of Heritage). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus relating to the proposed merger. Free copies of this document and the above-mentioned Joint Proxy Statement/Prospectus when it becomes available, may be obtained as described in the preceding section titled "Additional Information About the Proposed Merger and Where to Find It."

cbbank.com 3

California's Top Performing Business Bank

Internal Rate of Return

2027E EPS Accretion

KRX² rank

Assets

Deposits

San

Rafael

San Francisco

Oakland

Palo Alto

San Jose

Sacramento

San Francisco

San Jose

Fresno

Bakersfield

San Bernardino

Pasadena

Los

Los Angeles Angeles

Long Beach

Irvine

San Diego

2027E ROAA

#8

#5

2027E ROATCE

Excluding Rate Marks

Including Rate Marks

Noninterest

#1

#1

Bearing Deposits

Cost of Deposits

CET1

#8

Total Capital

#15

cbbank.com

Source: FactSet; S&P Global Market Intelligence; Note: Financial data as of September 30, 2025; Market data as of December 16, 2025

4

¹ Reflects pro forma balances at close; ² Represents Nasdaq Regional Banking Index

Overview of Heritage Commerce

• Founded in 1994 and headquartered in San Jose, California

• Northern California's premier relationship-focused business bank

• Offers a wide range of tailored financial solutions including business

  loans, treasury management and online banking

• Specialty businesses focused on homeowner associations and non-profits

• Low-cost deposit base, well diversified loan portfolio, strong asset quality, and robust levels of capital and liquidity

  Greater San Francisco Bay Area

  San Rafael

  Walnut Creek

  Oakland Danville

  San Francisco

  Pleasanton

  Livermore

  San Mateo

  Fremont Redwood City

  Palo Alto

  Los Altos

  San Jose

  Los Gatos

  Morgan Hill

  Hollister

  HTBK (16)

  
  
  Financial Highlights

  $5.6bn Assets	$3.6bn Loans	$4.8bn Deposits	75% Loans / Deposits
  5.65% Yield on Loans	1.52% Cost of Deposits	13.2% CET1	15.4% Total Capital

  cbbank.com

  Source: S&P Global Market Intelligence; Note: Financial data as of September 30, 2025 5

  
  
  
  
  
  

  Highly Strategic Entry into the Bay Area

  Leading Position in the Bay Area¹ Attractive Wealth Demographics

  Pro Forma Bank is #5 Mid-Sized Bank² in California

  $1.1

  Westamerica

  $2.0

  Avidbank

  $2.0

  Bank of Marin

  $3.9

  Mechanics

  $5.1

  $4.8

  Fremont

  Heritage Commerce is #2 Mid-Sized² Bank Headquartered in the Bay Area¹ by Deposits ($bn)

  National average

  13%

  12%

  +65% higher

  income

  $161

  11%

  $87

  $98

  Projected 5-year Household Income Growth

  2025 Median Household Income ($000)

  
  
  High Growth Amongst Top Market Constituents Large Banking Landscape

  Weighted Average 5-yr Deposit CAGR of Bay Area¹ MSAs

  9.7%

  6.6%

  All MSAs

  2.5% 2.2%

  0.5%

  1.8%

  Avidbank

  Fremont Mechanics

  (4.5%)

  Bank of Westamerica Marin

  CVB

  Metrics represent combined San Francisco and San Jose MSAs

  $1.1 trillion

  Real GDP

  #4 and #13

  GDP National Rank

  6.6mm

  Population

  ~180k

  Small Businesses

  
  
  

  cbbank.com

  Source: Bureau of Economic Analysis; Employment Development Department of California, S&P Global Market Intelligence; Note: Deposit data as of June 30, 2025;

  6

  ¹ Bay Area is defined as the San Francisco and the San Jose MSAs; ² Mid-sized banks defined as banks with less than $100bn in assets

  
  
  
  
  
  

  Transaction Summary

  Structure
  
  
  

  • Consideration: 100% stock with fixed exchange ratio of 0.6500x CVBF shares for each HTBK share

  • Deal value: $811mm aggregate transaction value, or $13.00 per Heritage Commerce share¹

  • Pro forma ownership: 77% CVB / 23% Heritage Commerce

12.6x

Price / 2027E EPS

7.3x

Price / 2027E Fully-Synergized EPS

1.51x

Price / TBVPS

83%

Pay-to-trade²

• 2 directors from Heritage Commerce to join CVB's board of directors

• Clay Jones, President and CEO of Heritage Commerce, to be appointed President of combined bank and holding company

  13.2%	(7.7% )	2.5 yrs	TBV Accretive	~20%	~17%	~1.5%
  EPS Accretion	TBV. Dilution	Earnback	Ex. Rate Marks	IRR	ROATCE	ROAA

  • Subject to Heritage and CVB shareholder approvals, regulatory approvals, and other closing conditions

  • Anticipated closing in 2Q 2026

  Attractive Financial Returns

  Approvals and Closing
  
  
  

  cbbank.com

  Source: FactSet, S&P Global Market Intelligence; Note: Financial data as of September 30, 2025; Market data as of December 16, 2025; ¹ Based on CVB's stock price 7

  of $20.00 and Heritage's stock price of $12.13 as of December 16, 2025; ² Pay-to-trade defined as transaction P/TBV divided by CVB's P/TBV

  
  
  
  
  
  

  Key Transaction Assumptions

  • CVBF forecast based on median consensus analyst estimates for earnings and assets

  • HTBK forecast based on median consensus analyst estimates for earnings and assets

  Earnings Forecasts

• Estimated at 3.00% of non-time deposits (~$4bn), amortized SYD over 10 years

• Gross credit mark of 1.08% of Heritage Commerce's gross loans at close ($40mm)

cbbank.com

Source: FactSet, S&P Global Market Intelligence; Note: Financial data as of September 30, 2025; Market data as of December 16, 2025 8

Financially and Strategically Compelling Opportunity to Deploy Excess Capital

~210bps of CET1

✓

13.2%

Materially Higher EPS Accretion

✓

(7.7%)

Similar TBVPS Dilution

✓

2.5 years

Significantly Faster Earnback

✓

~17%

Greater Profitability Enhancement

✓

Improves long-term

positioning in CA

Improves Franchise

Value

Industry-leading pro forma capital and profitability

• Strong pro forma capital generation (60bps+ of CET1 generated annually)

• Ample capital enables:

  • Continued commitment to shareholder returns

  • Prudent dividend payout with capacity for share repurchases

  • Conservative risk profile

  • Enhanced financial flexibility to invest in strategic growth

ROATCE

5th in KRX³

CET1

8th in KRX³

9

Heritage Commerce Acquisition¹

Acquisition vs.

Share Repurchase²

cbbank.com

Source: FactSet; S&P Global Market Intelligence; Note: Financial data as of September 30, 2025; Market data as of December 16, 2025; ¹ Inclusive of all purchase accounting; ² Assumes excess capital above 14.6% CET1 is deployed for a share repurchase; Assumes 1% excise tax; ³ Nasdaq Regional Banking Index

Track Record as a Disciplined Acquiror

= Acquisitions

Valley

Community Bank

$3,714mm

Suncrest Bank

$1,416mm

$15.9 $16.5 $16.0

$14.4

Heritage Commerce Corp

$5,624mm

$21.7

$15.2 $15.3 $15.4

✓

Target asset size: $1bn to

$10bn

County

Commerce Bank

$11.5 $11.3

Commerce $422mm

Bank

$256mm

$7.7 $8.1 $8.3

Financial &

✓

Strategic

✓

In-market and new geographic markets

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025Q1 2025Q2 Pro

forma

cbbank.com

Source: S&P Global Market Intelligence; Note: Pro forma assets as of September 30, 2025; Includes purchase accounting adjustments 10