CVB金融美股招股说明书(2026-02-12版)

MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of CVB Financial Corp., a California corporation (“CVBF”), and Heritage Commerce Corp, a Californiacorporation (“Heritage”), we are pleased to enclose this joint proxy statement/prospectus relating to the proposed merger between CVBF and Heritage,and the following merger between Citizens Business Bank, National Association, a national bank and wholly-owned subsidiary of CVBF (“Citizens”)and Heritage Bank of Commerce, a California state-chartered banking corporation and wholly-owned subsidiary of Heritage (“Heritage Bank”). We arerequesting that you take certain actions as a holder of CVBF common stock or a holder of Heritage common stock. The boards of directors of CVBF and Heritage (the “CVBF Board of Directors” and the “Heritage Board of Directors,” respectively) have eachunanimously approved an agreement to merge Heritage with and into CVBF. Pursuant to the Agreement and Plan of Reorganization and Merger dated asof December17, 2025, by and between CVBF and Heritage (as may be amended, modified or supplemented from time to time in accordance with itsterms, the “merger agreement”), Heritage will merge with and into CVBF, with CVBF continuing as the surviving corporation (the “merger”). Promptlyfollowing the merger, Heritage Bank will merge with and into Citizens (the “bank merger” and together with the merger, the “mergers”), with Citizenscontinuing as the surviving bank (the “surviving bank”) in the bank merger. The proposed mergers will bring together two premier, relationship-focused business banks in California and provide Citizens with a compellingopportunity to expand into the Bay Area. Expansion into the Bay Area has been an important strategic objective for Citizens and the mergers willprovide the combined company with comprehensive geographic coverage of the largest business banking markets in California. We expect that,following the mergers, Citizens will have the scale to compete more effectively while retaining the commitment to deliver exceptional and locallyfocused service to our customers. We believe the transaction will deliver substantial value to our respective shareholders and open new avenues forgrowth and advancement for our combined teams. In the merger, holders of Heritage common stock (“Heritage shareholders”) will receive 0.65 shares (the “exchange ratio” and such shares, the “mergerconsideration”) of CVBF common stock for each share of Heritage common stock they own. Holders of CVBF common stock (“CVBF shareholders”)will continue to own their existing shares of CVBF common stock. Based on the closing price of CVBF common stock on the Nasdaq Global SelectMarket (“Nasdaq”) on December16, 2025, the last trading day before public announcement of the merger, the exchange ratio represented approximately$13.00 in value for each share of Heritage common stock. Based on the closing price of CVBF common stock on the Nasdaq on February 11, 2026, thelast practicable trading day before the date of this joint proxy statement/prospectus, of $20.62, the exchange ratio represented approximately $13.40 invalue for each share of Heritage common stock. The value of the CVBF common stock at the time of completion of the merger could be greater than,less than or the same as the value of CVBF common stock on the date of this joint proxy statement/prospectus.We urge you to obtain current marketquotations of CVBF common stock (trading symbol “CVBF”) and Heritage common stock (trading symbol “HTBK”). We expect the merger will qualify as a “reorganization” for U.S. federal income tax purposes. Accordingly, U.S.holders of Heritage common stockgenerally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of Heritage common stock for CVBFcommon stock in the merger, except with respect to any cash received in lieu of fractional shares of CVBF common stock. For more informationregarding the tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.” Table of Contents Based on the number of shares of Heritage common stock outstanding as of December12, 2025, CVBF expects to issue approximately 40.6millionshares of CVBF common stock to holders of Heritage common stock in the aggregate in the merger. Based on the number of shares of Heritage commonstock outstanding as of December12, 2025 and the number of shares of CVBF common stock outstanding as of December12, 2025, we estimate that,following the completion of the merger, former holders of Heritage common stock will own approximately twenty-three percent (23%) of CVBFfollowing the merger and former holders of CVBF common stock will own approximately seventy-seven (77%) of CVBF following the merger. The special meeting of CVBF shareholders will be held in person at CVBF’s Corporate Headquarters, located at 701 North Haven Avenue, Ontario, CA91764, on March 26, 2026 at 8:00