CVB Financial Corp and Heritage Commerce Corp Announce Agreement to Merge Transcript

The following is excerpted from the question-and-answer section of the transcript.

Question: Matthew Clark - Piper Jaffray Inc - Analyst : First one for me, just wanted to get some color on how this came together -- I'm sure Heritage was on your priority list for a number of years; and whether or not this was negotiated or whether or not there were some other bidders involved. LSEG STREETEVENTS | www.lseg.com | Contact Us consent of LSEG. 'LSEG' and the LSEG logo are registered trademarks of LSEG and its affiliated companies. DECEMBER 17, 2025 / 10:30PM, CVBF.OQ - CVB Financial Corp and Heritage Commerce Corp Announce Agreement to Merge

Question: Matthew Clark - Piper Jaffray Inc - Analyst : Okay. And then, the other one, on your pro forma CET1 of 14.6%, still very healthy and likely to quickly grow beyond that after the merger. How does this change your M&A appetite once you integrate this one from a size and geographic perspective?

Question: David Feaster - Raymond James Financial Inc - Analyst : All right. Congrats on the deal, everybody.

Question: David Feaster - Raymond James Financial Inc - Analyst : Look, I know you guys bode pretty well. This is obviously a really good fit in a lot of ways. I can see the cultural similarities. But, look, I'm just curious, for Clay and Dave, as you both have got to know each other, the cultures and scene behind the curtain, if you will, could you maybe just compare and contrast the businesses, to some degree; the similarities that you see from a cultural standpoint? Maybe Clay, where you see opportunities to CVB across your platform? Dave, maybe things that you saw that Heritage does well that you'd like to implement across your platform?

Question: David Feaster - Raymond James Financial Inc - Analyst : Following up on Matt's question, just talking about capital. In the presentation, you talked about optimization of the balance sheet. There's some opportunities to sell Heritage's purchase mortgages. Obviously, there's other opportunities. I'm curious, how do you think about other balance sheet optimization strategies, whether it be on the security side, other assets? Just curious what you guys are contemplating there?

Question: David Feaster - Raymond James Financial Inc - Analyst : And then, maybe just last one for me. You guys touched on this. This is the largest deal that you've done. Obviously, both of you all are a proven acquirer. It's great. Clay sticking around that is a huge help. But how do you think about the integration and the conversion here? Are there any guardrails or safety nets or different policies and procedures that you're putting in place to protect the bank in this deal and minimize execution risk and any type of attrition or anything? LSEG STREETEVENTS | www.lseg.com | Contact Us consent of LSEG. 'LSEG' and the LSEG logo are registered trademarks of LSEG and its affiliated companies. DECEMBER 17, 2025 / 10:30PM, CVBF.OQ - CVB Financial Corp and Heritage Commerce Corp Announce Agreement to Merge

Question: David Feaster - Raymond James Financial Inc - Analyst : That's great. Congrats, everybody, on the deal. Excited to see what's in store for you all.

Question: Kelly Motta - Keefe Bruyette & Woods Inc - Analyst : Congrats on the deal announcement, very exciting. Dave, you have been a very conservative lender, sticked to your knitting. One thing you've talked about is finding a partner -- is someone who has the same approach to lending. You guys clearly did fairly significant overview of the Heritage Commerce's loan book. Can you discuss your thoughts on the growth profile of the bank? (inaudible) you noted in the deck the potential mortgage sale or anything else that we should be thinking about, in terms of potential paring down of the balance sheet here? LSEG STREETEVENTS | www.lseg.com | Contact Us consent of LSEG. 'LSEG' and the LSEG logo are registered trademarks of LSEG and its affiliated companies. DECEMBER 17, 2025 / 10:30PM, CVBF.OQ - CVB Financial Corp and Heritage Commerce Corp Announce Agreement to Merge

Question: Kelly Motta - Keefe Bruyette & Woods Inc - Analyst : Got it. That's a really helpful overview. One minor housekeeping item for me. I'm looking at slide 15, which is helpful. I just wanted to confirm: It looks like this is the case but that 7.7% tangible book value dilution includes all one-time costs baked in since we've seen some deals announced that exclude some items. I just want to make sure that's a fully baked number. Is that the correct read?

Question: Kelly Motta - Keefe Bruyette & Woods Inc - Analyst : Congrats, again. Looks very exciting.

Question: Timothy Coffey - Janney Montgomery Scott LLC - Analyst : Dave, look, you know commercial real estate pretty well. Clay knows it pretty well. I'm wondering, Dave, what your take is on the San Francisco Bay Area commercial real estate market and how comfortable you are with that sector, right now.

Question: Timothy Coffey - Janney Montgomery Scott LLC - Analyst : Okay. Sticking with you, Dave, if I could. You know how to operate in big markets, right? LA is a perfect example. The Bay Area is a bit smaller than LA but still a big market. Do you feel that you have enough scale in the market and will have enough scale in the San Francisco, Bay Area, market to be competitive? LSEG STREETEVENTS | www.lseg.com | Contact Us consent of LSEG. 'LSEG' and the LSEG logo are registered trademarks of LSEG and its affiliated companies. DECEMBER 17, 2025 / 10:30PM, CVBF.OQ - CVB Financial Corp and Heritage Commerce Corp Announce Agreement to Merge

Question: Timothy Coffey - Janney Montgomery Scott LLC - Analyst : Yeah. That actually feeds into my next question for Clay. Clay, also, you know there's been a lot of movement from bank clients in the Bay Area because of what happened in the spring of 2023. Heritage Commerce definitely benefited from some of that client movement. Do you feel that having a bigger balance sheet now could accelerate some of that tailwind for you?

Question: Gary Tenner, CFA - DA Davidson & Co - Analyst : My first question probably treads a little bit on what Tim just asked. From a -- if you look back over several years, Dave, CVBF has always been a pretty modest grower, in terms of net loans, low single digit and maybe a bit better than that in a good year. Heritage has been a little better than that, over time. So as you think of the combined organization, would you envision the Heritage franchise mirroring more of the way CVBF grows? Or do you look at it as a net benefit to growth at CVBF? LSEG STREETEVENTS | www.lseg.com | Contact Us consent of LSEG. 'LSEG' and the LSEG logo are registered trademarks of LSEG and its affiliated companies. DECEMBER 17, 2025 / 10:30PM, CVBF.OQ - CVB Financial Corp and Heritage Commerce Corp Announce Agreement to Merge

Question: Gary Tenner, CFA - DA Davidson & Co - Analyst : Okay. Great. And then, just one question as it relates to the potential sale of the purchase mortgages. As you -- look -- I don't know if this is a question you can answer on this call. But as it relates to the rate mark specific to those credits, could you give a sense, at all, proportionally of where that is because obviously, if you were to sell some, that would accelerate some of that long-term accretion? E. Allen Nicholson - CVB Financial Corp - Executive Vice President, Chief Financial Officer of CVB Financial Corp and Citizens Business Bank Gary, we've assumed in our projections that the single-family are sold at close. They're fairly low-coupon assets in the [mid-3%s] to [low-3%s]. We looked at them from a fair value on a couple of different ways. We think conservatively. That's how we built it into the model. But basically $0.83 on the dollar is how we value them at current value.