Corporate Decision 1371 — Approval of Merger Between Citizens Business Bank and Heritage Bank of Commerce

Chartering, Organization and Structure
Corporate Decision #1371
April 2026
April 1, 2026
Yamynn De Angelis, Chief Risk Officer
Citizens Business Bank
701 North Haven Avenue
Ontario, CA 91764
Re: Business Combination Application by Citizens Business Bank, National Association, Ontario, California to acquire by merger Heritage Bank of Commerce, San Jose, California OCC Control Number: 2026-Combination-344721 Bank Charter Number: 25382

Dear Ms. De Angelis:
The Office of the Comptroller of the Currency (OCC) hereby approves your application to merge Heritage Bank of Commerce with and into Citizens Business Bank, National Association (Bank or CBB). This approval is granted based on a thorough review of all information available, including commitments and representations made in the application, merger agreement, and those of your representatives. The OCC reviewed the proposed merger transaction under the criteria of the Bank Merger Act, 12 USC 1828(c), and other applicable laws and regulations. Among other matters, we found that the proposed transaction would not have significant anticompetitive effects. We also considered the financial and managerial resources of the banks, their future prospects, their effectiveness in combating money laundering activities, the convenience and needs of the communities to be served and the risk of the transaction to the stability of the United States banking or financial system. Furthermore, the OCC reviewed the Bank’s record of compliance with the Community Reinvestment Act, 12 USC 2903(a)(2). We considered these factors and found them consistent with approval. The branch acquisitions are authorized under 12 USC 36. The OCC acknowledges CBB will retain two Heritage Bank of Commerce wholly owned subsidiaries, CSNK Working Capital Finance d/b/a Bay View Funding and Almaden Boulevard Investments LLC. The OCC received three public comments concerning the proposed transaction. The OCC has considered all of the facts of record, including the records of the relevant depository institutions involved under the CRA, the institutions’ records of compliance with fair lending and other consumer protection laws, confidential supervisory information, information provided by the applicant, and the public comments on the proposal. Based upon this review, the OCC finds the facts to be consistent with approval.

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Licensing must be advised in writing at least 10 days in advance of the desired effective date for the merger, so it may issue the necessary certification letter. The effective date must follow the applicable Department of Justice’s injunction period and any other required regulatory approval. The OCC will issue a letter certifying consummation of the transaction when we receive:
 A Secretary’s Certificate from each institution, certifying that the shareholder approvals have been obtained, if required.  An executed merger agreement.  Documentation that all other conditions that the OCC imposed have been met. If the merger is not consummated within six months from the approval date, the approval shall automatically terminate, unless the OCC grants an extension of the time period. This approval and the activities and communications by OCC employees in connection with the filing do not constitute a contract, express or implied, or any other obligation binding upon the OCC, the United States, any agency or entity of the United States, or any officer or employee of the United States, and do not affect the ability of the OCC to exercise its supervisory, regulatory, and examination authorities under applicable law and regulations. The foregoing may not be waived or modified by any employee or agent of the OCC or the United States. Our approval is based on the bank’s representations, submissions, and information available to the OCC as of this date. The OCC may modify, suspend, or rescind this approval if a material change in the information on which the OCC relied occurs prior to the date of the transaction to which this decision pertains. Sincerely, //signed// John J. Hansen Director for Licensing Chartering, Organization & Structure