Amendment: SEC Form 10-K/A filed by Heritage Commerce Corp

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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For the fiscal year ended December 31, 2025

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FOR THE TRANSITION PERIOD FROM                                      TO

Commission file number 000-23877

Heritage Commerce Corp

(Exact name of Registrant as Specified in its Charter)

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224 Airport Parkway

San Jose, California 95110

(Address of Principal Executive Offices including Zip Code)

(408) 947-6900

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

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Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the common stock held by non-affiliates of the Registrant as of June 30, 2025, based upon the closing price on that date of $9.93 per share as reported on the Nasdaq Global Select Market, and 48,013,310 shares held, was approximately $476.8 million.

As of February 19, 2026, there were 61,593,284 shares of the Registrant’s common stock (no par value) outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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Explanatory Note

Heritage Commerce Corp (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission (“SEC”) on March 9, 2026 (the “Original 10-K”) to provide additional information required by Part III of Form 10-K that was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K. Except as explicitly set forth herein, this Amendment does not purport to modify or update the disclosures in, or exhibits to, the Original 10-K or to update the Original 10-K to reflect events occurring after the date of such filing. References to the “Bank” in this Amendment mean Heritage Bank of Commerce, the Company’s wholly owned subsidiary.

As required by Rule 12b-15, in connection with this Amendment, the Company’s Principal Executive Officer and Principal Financial Officer are providing Rule 13a-14(a) certifications included herein as Exhibit 31.1 and Exhibit 31.2, respectively, with paragraphs 3, 4, and 5 of the certifications omitted because no financial statements are included in this Amendment. Terms used but not defined herein have the meaning set forth in the Original Form 10-K.

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Item 10. Directors, Executive Officers and Corporate Governance

All of the Company’s directors are independent under the current listing standards of the Nasdaq Stock Market LLC (“Nasdaq”), except for Mr. Jones, who currently serves as President and Chief Executive Officer of the Company.

Information Regarding the Company’s Board of Directors

The following table sets forth certain information regarding the Company’s Board of Directors (the “Board”), based on information furnished by them to the Company. The ages of the directors have been presented as of December 31, 2025.

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There are no arrangements or understandings between any director or any other persons pursuant to which any of the above directors has been selected.

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Julianne M. Biagini-Komas was formerly a member of the Focus Business Bank board of directors and joined the Board of Directors of the Company in August 2015. Ms. Biagini-Komas served as Vice Chair of the Board from October 2024 until her appointment to Chair of the Board in May 2025. Ms. Biagini-Komas brings decades of executive leadership, public company expertise and deep financial and accounting acumen to the Board and the Company. Ms. Biagini-Komas was formerly the Vice President, Finance and Human Resources of CNEX Labs, Inc., from March 2015 until her retirement in April 2021. She was also previously the Chief Financial Officer of Quantumscape Corporation, from 2011 to 2014. Prior to that, from 1994 to 2007 she held various executive roles at Endwave Corporation, a previously Nasdaq-listed company, including Chief Financial Officer from 2001 to 2006. Ms. Biagini-Komas has a Bachelor of Science degree in Accounting from San Jose State University and a Master’s in Business Administration degree from Santa Clara University. She also serves as the Chair of the Corporate Governance and Nominating Committee and a member of the Audit Committee and Personnel and Compensation Committee.

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Christopher J. Abate became a director of the Company in August 2025. Mr. Abate is a seasoned finance and accounting executive with over 20 years of experience in the financial services industry, bringing a wealth of extensive experience and knowledge in real estate and finance to the Company. Mr. Abate has served as Chief Executive Officer of Redwood Trust, Inc. (“Redwood Trust”) since May 2018 and as a director since December 2017. Mr. Abate has been employed with Redwood Trust since April 2006, previously serving as President from July 2016 to May 2018, Chief Financial Officer from March 2012 to August 2017, and Controller from January 2009 to March 2013. Before joining Redwood Trust, Mr. Abate was employed by PricewaterhouseCoopers LLP. He holds a B.A. in accounting and finance from Western Michigan University, and an M.B.A. from the University of California at Berkeley and Columbia University. He serves as a member of the Audit Committee and Personnel and Compensation Committee.

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Bruce H. Cabral became a director of the Company in October 2019, when the Company acquired Presidio Bank, where he had also served as a director. Mr. Cabral is the former Senior Executive Vice President and Chief Credit Officer of Union Bank. Mr. Cabral retired from Union Bank in January 2010 after a 32 year tenure which lasted from 1977 until his retirement. Mr. Cabral brings to the Board his previous experience and knowledge of the business of Presidio Bank and his vast experience in the banking

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industry. Mr. Cabral received a Bachelor of Arts degree in economics from Stanford University. He serves as a member of the Corporate Governance and Nominating Committee and Finance and Investment Committee and Chair of the Bank’s Loan Committee.

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Jack W. Conner became a director of the Company in 2004 and has served as Chair Emeritus since May 2025. Mr. Conner served as Chairman of the Board from July 2006 to May 2025. Mr. Conner was Chairman and Chief Executive Officer of Comerica California from 1991 until his retirement in 1998 and remained a director until 2002. He was President and a director of Plaza Bank of Commerce from 1979 to 1991. Prior to joining Plaza Bank of Commerce, he held various positions with Union Bank of California (formerly Union Bank) where he began his banking career in 1964. Mr. Conner has a Bachelor of Arts degree from San Jose State University. Mr. Conner contributes to the Board over 20 years of executive leadership and substantial experience in the community banking industry. Having served as a Chief Executive Officer and President at several successful community banks in the Company’s primary market, he brings a wide-ranging understanding of bank management, finance, operations and strategic planning.

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Stephen G. Heitel became a director of the Company in October 2019, when the Company acquired Presidio Bank. Mr. Heitel formerly served as the Chief Executive Officer and director of Presidio Bank from October 2008 until the acquisition. Prior to joining Presidio Bank in October 2008, he served as President and Chief Executive Officer of Mid-Peninsula Bank based in Palo Alto, California. Mr. Heitel served in other senior positions at Greater Bay Bancorp, including President and Chief Executive Officer of San Jose National Bank from December 2003 to November 2005, and as Executive Vice President and Chief Operating Officer of Cupertino National Bank from August 2001 to December 2003. Mr. Heitel’s additional experience also includes executive roles with Bank of America including serving as head of Commercial Banking activities for the Bay Area, focusing on middle market businesses. Mr. Heitel brings to the Board an understanding and knowledge of the business and personnel of Presidio Bank as well as his previous executive experience and knowledge of the community banking industry. Mr. Heitel holds a Bachelor of Science degree in Finance from the University of San Francisco. Mr. Heitel serves as Chair of the Finance and Investment Committee and a member of the Bank’s Loan Committee.

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Kamran F. Husain became a director of the Company in December 2021. Mr. Husain is an experienced finance and accounting executive with deep banking and financial services experience and almost 30 years in the financial services industry. Most recently he served as the Chief Financial Officer at Tribal Credit, a B2B payments FinTech focused on serving SMBs in Latin America and MENA from December 2021 to August 2023. Prior to that, he was the Chief Accounting Officer of SVB Financial Group and Silicon Valley Bank from September 2008 to November 2019. He started his career in investment banking followed by seven years at PwC in the audit practice and nine years at Greater Bay Bancorp. Throughout his career, he has also worked on and led several merger and acquisition projects. Over the last fifteen years, he has directly managed relationships and communications with auditors as well as with bank regulators on matters related to reporting and compliance. Mr. Husain is also experienced in corporate governance matters from his prior positions. Mr. Husain holds a Master’s in Business Administration degree from the Haas School of Business at University of California, Berkeley and a Bachelor of Arts degree from Ohio Wesleyan University. Mr. Husain serves as Chair of the Audit Committee and a member of the Finance & Investment Committee.

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Robertson Clay Jones became a director and President and Chief Executive Officer of the Company and the Bank in September 2022. Previously he served as President and Chief Operating Officer of the Bank from December 2021 after joining as Executive Vice President of the Bank and President of the Community Business Banking Group in October 2019. Mr. Jones was formerly the President of Presidio Bank, assuming the position in July 2018. Mr. Jones joined Presidio Bank in 2010 as Executive Vice President and Mid-Peninsula Market President. Prior to joining Presidio Bank, Mr. Jones was the organizing and initial President and Chief Executive Officer of New Resource Bank. From October 1993 to May 2005, Mr. Jones served in ever increasing corporate capacities for subsidiaries of Greater Bay Bancorp and Comerica Bank, including his position as Executive Vice President and Chief Operating Officer at Cupertino National Bank and Executive Vice President and Manager of the Venture Banking Group. As the Company’s President and Chief Executive Officer, Mr. Jones provides the Board with an overall perspective of the Company’s business, financial condition and its strategic direction. Mr. Jones received a Bachelor of Science degree in Business Administration

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and Management from the University of the Pacific. Mr. Jones serves as a member of the Finance and Investment Committee and the Bank’s Loan Committee.

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Marina H. Park Sutton became a director of the Company in October 2019 when the Company acquired Presidio Bank, where she had previously served as a director. Ms. Park Sutton retired in December 2022 as Chief Executive Officer of Girl Scouts of Northern California, which serves 19 counties in Northern California with almost 30,000 girls and 25,000 adults taking part in programs each year. Prior to joining Girl Scouts of Northern California in 2007, Ms. Park Sutton held a variety of progressively more senior positions at Pillsbury Winthrop Shaw Pittman LLP, an international law firm. Ms. Park Sutton has a Bachelor of Arts degree from the University of California, Berkeley and a Juris Doctor degree from the University of Michigan Law School. The Board benefits from Ms. Park Sutton’s experience as a director and member of the audit, corporate governance and compensation committees at Presidio Bank, as well as her valuable general business insight and legal experience. Ms. Park Sutton serves as Chair of the Personnel and Compensation Committee and a member of the Audit Committee and the Corporate Governance and Nominating Committee.

Information Regarding the Company’s Executive Officers

The following sets forth certain information regarding executive officers of the Company and/or Heritage Bank of Commerce. The ages of the executive officers have been presented as of December 31, 2025.

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Biographical information for Robertson Clay Jones is found under “Information Regarding the Company’s Board of Directors.”

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Seth Fonti has served as Executive Vice President and Chief Financial Officer of Heritage Commerce Corp and Heritage Bank of Commerce since July 2025. Mr. Fonti brings over two decades of financial leadership experience across global and domestic banking institutions. Most recently, he served as Managing Director and Head of Strategy, Corporate Development and Strategic Finance for MUFG Americas, the regional arm of one of the world’s top five global banks. In this role, he led transformative initiatives across strategy, performance optimization, enterprise-wide financial planning, risk management and capital planning. Prior to MUFG, he was a financial institutions investment banker with Macquarie Capital, Fox-Pitt Kelton, and JP Morgan. He holds an MBA in Finance from Georgetown University and a BA from Rollins College.

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Thomas A. Sa has served as Executive Vice President and Chief Operating Officer of Heritage Commerce Corp and Heritage Bank of Commerce since September 2024. In November 2024, he was appointed as Interim Chief Financial Officer of Heritage Commerce Corp and Heritage Bank of Commerce. Mr. Sa served most recently as President, Chief Operating Officer and Chief Financial Officer at California BanCorp and its subsidiary, California Bank of Commerce, a position he had held from May 2019 until July 2024, when that company completed a merger of equals with Southern California Bancorp. Mr. Sa continued in a transitional role with the surviving company until September 2024. Mr. Sa had previously served in various executive positions, including Chief Risk Officer, with Western Alliance Bancorp and Chief Financial Officer of Bridge Capital Holdings and its subsidiary Bridge Bank, N.A. Mr. Sa also served as a director of Bridge Capital Holdings and Bridge Bank. He began his career as a CPA with Deloitte & Touche, specializing in financial institutions and technology companies in Silicon Valley. Mr. Sa holds a Bachelor of Science in Business Administration and Accounting from Humboldt State University and is a licensed CPA in California.

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Christopher Edmonds-Waters joined Heritage Bank of Commerce in April 2024 serving as the Executive Vice President and Chief People and Culture Officer. Mr. Edmonds-Waters joined Heritage Bank of Commerce after having led the human resources function at Silicon Valley Financial Group, Inc., the parent company of Silicon Valley Bank (“SVB”), where he began in 2003, increasing his responsibilities over time. Of note, during Mr. Edmonds-Waters’ tenure, as Chief Human Resources Officer from 2006 to 2023, he played a key role in preparing the workforce-and the company as a whole-for expansion into new offshore markets and new product lines. He accomplished this through partnering with the Chief Executive Officer and executive team in establishing a culture known for its strong values and the belief that in order to support their clients, SVB needed to first support their employees. Prior to SVB, Mr. Edmonds-Waters honed his expertise through various Human Resources Director positions at Charles Schwab & Co., Inc. Mr. Edmonds-Waters holds a Master of Arts in Human Resources & Organization Development from the University of San Francisco, complemented by a Bachelor of Arts in Intercultural Communication and a Spanish Minor from Arizona State University.

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Susan S. Just has served as Executive Vice President and Chief Credit Officer of Heritage Bank of Commerce since September 2023. Prior to joining Heritage Bank of Commerce, Ms. Just served as Executive Vice President and Chief Credit Officer of Santa Cruz County Bank from July 2021 until September 2023. Prior to that she served as a consultant to Salo LLC and Noumena Partners, Inc. from October 2018 until July 2021. Ms. Just has also previously served in senior credit administration roles at J.P. Morgan Chase, First Chicago Bank & Trust, Northern Trust Bank and TCF Bank. Ms. Just holds a Bachelor of Business Administration from Loyola University of Chicago and a Master of Business Administration from Kellogg School of Management at Northwestern University.

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Janisha Sabnani has served as Executive Vice President and General Counsel of Heritage Commerce Corp and Heritage Bank of Commerce since February 2025 and as Corporate Secretary since May 2025. Prior to her time at the Company, Ms. Sabnani served in a progression of roles, since July 2014, at First Republic Bank, culminating as Senior Vice President, Deputy General Counsel and Assistant Secretary from March 2018 until First Republic’s acquisition by JPMorgan Chase (“JPMC”) in May 2023. From that acquisition until her departure from JPMC, she served as a leader assisting with the integration of First Republic Bank into JPMC. Ms. Sabnani also spent several years in private practice as a corporate and mergers and acquisitions attorney at Skadden, Arps, Slate, Meagher & Flom, LLP. She currently serves in a variety of advisory and board roles in Northern California, including with The BASIC Fund. Ms. Sabnani holds a J.D. from the New York University School of Law, an M.B.A. from the New York University Leonard N. Stern School of Business, and a B.A. in Political Science and Mass Communications from the University of California, Berkeley.

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Glen E. Shu has served as Executive Vice President, President of Specialty Finance Group of Heritage Bank of Commerce and President of Bay View Funding since October 2019. As President of Heritage Bank of Commerce’s Specialty Finance Group, he has led the factoring, asset-based lending, Small Business Administration and Homeowners Associations business units. Prior to that, Mr. Shu served as Executive Vice President of underwriting and operations for the factoring division of Bay View Commercial Finance Group, a division of Bay View Bank. A graduate of San Jose State University with a Bachelor of Science degree in Finance, he has spent more than 30 years in the financial services industry including various roles with KBK Financial and Concord Growth Corporation from 1992 to 1998.

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Jeannie Tam has served as Senior Vice President and Chief Accounting Officer since July 2025. Ms. Tam brings more than 15 years of financial leadership experience in accounting operations, financial close, and finance transformation within financial services. Most recently, she served as Managing Director and Controller at JP Morgan Chase Bank, N.A. where she led the First Republic Bank and JPMorgan finance integration managing accounting operations, financial reporting, and SOX compliance. Ms. Tam previously served in various accounting roles at First Republic Bank from 2004 through 2023, and she was appointed Senior Vice President and Controller at First Republic Bank in 2022. She holds an MBA from San Francisco State University and a Bachelor of Science in Managerial Economics from University of California, Davis.

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Dustin M. Warford has served as the Executive Vice President and Chief Banking Officer since June 2022. He joined Heritage Bank of Commerce in 2006, starting in Commercial and Private Banking. In 2012, he was chosen to lead the Real Estate Industries Division and Peninsula market, where he was consistently a key contributor to the Bank’s growth and success. He earned a Bachelor of Science degree in Finance and an MBA in Finance from Santa Clara University and is also a graduate of The Pacific Coast Banking School. Over the years, he has stayed connected to his community by serving on numerous boards and finance committees, including 19 for Life, The Bronco Bench Foundation, San Jose Sports Hall of Fame and Sacred Heart Nativity School.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities, as well as the securities of publicly traded companies with whom we have a business relationship, by directors, officers and employees, and consultants. Our Insider Trading Policy is designed to promote compliance with all applicable insider trading laws, listing standards, rules and regulations. A copy of our insider trading policy is incorporated by reference as Exhibit 19.1 to the Original 10-K filed with the SEC on March 9, 2026.

The Company prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace or otherwise as a result of an individual’s employment or other relationship with the Company or any of its subsidiaries, as well as the misuse of any material nonpublic information about the Company or any of its subsidiaries or their respective businesses in securities trading.

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Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities. They are required by SEC rules and regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, all Section 16(a) filing requirements applicable to our executive officers and directors were complied with during the year ended December 31, 2025, except for: (i) a Form 4 filed on June 3, 2025 reporting restricted stock units granted to Mr. Sa on March 10, 2025, (ii) a Form 4 filed on June 3, 2025 reporting restricted stock units granted to Mr. Edmonds-Waters on March 10, 2025, (iii) a Form 4/A filed on March 26, 2025 amending a Form 4 filed on March 11, 2025 updating the information regarding restricted stock units and performance-based restricted stock units granted to Mr. Jones on March 8, 2025, and (iv) a Form 3 filed on August 5, 2025 reporting the beneficial ownership of securities of Mr. Fonti after becoming a reporting person of the Company on July 24, 2025.

Code of Ethics

The Company has adopted a code of ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, other principal financial officers, and other designated senior management personnel, to help ensure that our financial affairs are conducted honestly, ethically, accurately, objectively, consistent with generally accepted accounting principles and in compliance with applicable laws, rules and regulations. We will disclose any amendment to, or a waiver from certain provisions of our code of ethics on our website. The code of ethics is available on our website at www.heritagecommercecorp.com.

The Board has adopted procedures for receiving and responding to complaints or concerns regarding accounting and auditing matters. These procedures were designed to provide a confidential channel of communication for employees and others who have complaints or concerns regarding accounting or auditing matters involving the Company.

Concerns may be communicated to a third-party service provider in a confidential or anonymous manner, which will then be forwarded by the third-party service provider to the Chair of the Audit Committee of the Board. The Audit Committee Chair will make a determination on the level of inquiry, investigation or disposal of the complaint. All complaints are discussed with the Company’s senior management and monitored by the Audit Committee for handling, investigation and final disposition. The Chair of the Audit Committee will report the status and disposition of all complaints to the Board. The Company maintains a strict anti-retaliation policy for all matters submitted in accordance with these procedures and for these purposes.

Communications with the Board

Shareholders may communicate with the Board, including a committee of the Board or individual directors, by writing to the Corporate Secretary, Heritage Commerce Corp, 224 Airport Parkway, San Jose, California 95110. Each communication from a shareholder should include the following information in order to permit shareholder status to be confirmed and to provide an address to forward a response if deemed appropriate:

Our Corporate Secretary will forward all appropriate communications to the Board or individual directors specified in the communication. Shareholders are invited, but not required, to include in their outreach letter a brief summary of the topics to be covered in the Board discussion. Our Corporate Secretary may (but is not required to) review all correspondence addressed to the Board or any individual member of the Board, for any inappropriate correspondence more suitably directed to management. Communications may be deemed inappropriate for this purpose if it is reasonably apparent from the face of the correspondence that it relates principally to a client dispute or similar issue not related to an area of Board oversight. Our policies regarding the handling of security holder communications were approved by our independent directors.

Audit Committee

The Company has a separately designated standing Audit Committee established in accordance with Section 10A(m) of the Securities Exchange Act of 1934, as amended, and Nasdaq Rule 5605(c). The Audit Committee charter adopted by the Board sets out the responsibilities, authority and specific duties of the Audit Committee. The Audit Committee charter is available on the Company’s website at www.heritagecommercecorp.com.

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The responsibilities of the Audit Committee include the following:

The current members of the Audit Committee are Mr. Abate, Ms. Biagini-Komas, Mr. Husain (Chair) and Ms. Park Sutton. Mr. Husain is an “audit committee financial expert” as defined in the SEC regulations. Each member of the Audit Committee meets the independence criteria as defined by applicable rules and regulations of the SEC for audit committee membership and is independent and is “financially sophisticated” as defined by the applicable rules and regulations of The Nasdaq Stock Market.

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Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis (“CD&A”) outlines our executive compensation philosophy and objectives, describes the elements of our executive compensation program, and explains how the Personnel and Compensation Committee (“Committee”) of the Company’s Board arrived at its compensation decisions for our 2025 named executive officers (“NEOs”).

On December 17, 2025, the Company entered into an Agreement and Plan of Reorganization and Merger (which we refer to as the “Reorganization Agreement”) with CVB Financial Corp. (“CVBF”), pursuant to which the Company will be merged with and into CVBF, with CVBF continuing as the surviving corporation. Promptly following the Merger, the Bank will merge with and into Citizens Business Bank, National Association (“Citizens”), a national bank and wholly-owned subsidiary of CVBF, with Citizens continuing as the surviving bank. This CD&A does not describe any special compensation that may be payable in connection with the mergers, which will be described in the Joint Proxy Statement/Prospectus included in the registration statement on Form S-4 filed by CVB Financial Corp.

This section also includes the annual report of the Committee, which is charged with the independent oversight of our compensation philosophies, programs and policies for all employees, including our NEOs, listed below:

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Executive Summary

The compensation programs in which our NEOs participate are designed to drive our financial results, align with our business strategy and create long-term value for our shareholders. Our pay-for-performance compensation philosophy places a heavy emphasis on variable (at-risk) compensation through short- and long-term incentive programs.

In 2025, the Committee took the following actions:

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Governance Best Practices

The Company designs its executive compensation programs to support the long-term interests of shareholders and reflect compensation best practices. The Committee regularly reviews the executive compensation program to confirm that it aligns with the Company’s compensation philosophy, supports its objectives, and reflects shareholder interests. The Committee believes the following practices reinforce these objectives:

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Overview of Total Rewards Philosophy

The Committee believes that achieving the Company’s strategic objectives depends on attracting, retaining, and motivating talented employees and aligning their interests with those of shareholders. The Company views compensation and benefits collectively as “Total Rewards,” including base salary, short-term and long-term incentives, and employee benefits. The Committee considers both the mix and overall level of Total Rewards when making compensation decisions.

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Summary of Components of Executive Compensation

The Company provides a mix of fixed and variable compensation to named executive officers designed to support performance, align with shareholder interests, and reflect market practices. Total compensation for named executive officers consists of the following elements:

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Compensation Mix

The Committee evaluates the compensation mix to balance fixed and variable pay, cash and equity compensation, and short-and long-term incentive opportunities. This approach is intended to motivate near-term performance while reinforcing long-term objectives that drive shareholder value. The chart below reflects the 2025 compensation actually paid, including salary, annual incentive opportunities, one-time sign-on bonuses and long-term equity incentives, and excludes pension accruals, nonqualified deferred compensation earnings and all other compensation reported in the Summary Compensation Table.

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Compensation Policies and Practices

The Committee maintains compensation policies and practices designed to promote alignment with shareholder interests, support prudent risk-taking, and reinforce sound governance. Key policies and practices are summarized below.

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Shareholder Outreach Program

The Company maintains an active shareholder outreach program to solicit feedback on executive compensation programs, practices, and policies. Members of executive management, including the Chief Executive Officer and Chief Financial Officer, engaged with shareholders and potential investors through investment conferences and individual meetings. In addition, the Company conducted routine outreach to its largest institutional shareholders. The Chair of the Personnel and Compensation Committee, together with members of executive management, met directly with a number of these investors during 2024 and 2025.

As a result of this engagement, and consistent with shareholder feedback, the Committee has continued to refine and reinforce key elements of the executive compensation program, including:

The Committee did not receive any substantial or recurring shareholder concerns related to executive compensation during its outreach efforts. In addition, the Company received positive results on its most recent advisory “say-on-pay” proposal in 2025 (with 97.9% shareholder support), which the Committee considered in its assessment and development of the Company’s compensation program. The Company welcomes ongoing shareholder feedback as part of its commitment to sound compensation governance and long-term value creation.

The Decision-Making Process

The Committee oversees executive compensation through a structured decision-making process with clearly defined roles and responsibilities for the Committee, its independent compensation consultant, and executive management.

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The Role of the Independent Compensation Consultant

The Personnel and Compensation Committee retains Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to advise on executive and director compensation matters.

The Committee has sole authority to retain and oversee its independent compensation consultant and to determine the scope of services provided. In selecting Meridian, the Committee considered the firm’s independence, including whether it provides any other services to the Company or its affiliates, and receives advice from Meridian independent of management.

The Chair of the Personnel and Compensation Committee reviewed Meridian’s independence and the nature and amount of services provided during 2025 and determined that Meridian is independent within the meaning of the applicable requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Pay Positioning

Generally, base salaries are targeted near the median of the market, adjusted annually for aging and for wage rates in the California Bay Area, which are higher than the national average. Individual factors also may be considered by the Committee including individual performance, the importance of the role in achieving strategic objectives, and other factors that the Committee deems relevant on an individualized or Company-wide basis.

Use of Peer Group and Market Data

The Committee engages Meridian to conduct a competitive review of the Company’s executive compensation program. As part of this process, the Committee used peer group and market data in a comprehensive executive compensation review conducted to inform 2025 compensation decisions.

In setting market-competitive compensation guidelines for named executive officers, the Committee considers publicly disclosed compensation data from a peer group of other publicly traded banks that serves as a competitive reference point. The peer group is reviewed periodically to ensure continued relevance.

Banks included in the compensation peer group are publicly traded and generally share one or more of the following characteristics:

Based on these criteria, the following companies comprised the Company’s Compensation Peer Group for purposes of 2025 compensation decisions:

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The competitive review also incorporated data from McLagan’s Regional & Community Banking Survey database. National survey data was adjusted upward by 29.5% to reflect higher wage rates in the San Jose, California market relative to the national average. In addition, a 4% aging factor was applied to align the data with compensation levels as of the beginning of 2025.

Chief Executive Officer Compensation

The Committee annually establishes and approves performance goals for the Chief Executive Officer and evaluates performance against those goals and other relevant factors. In conducting this evaluation, the Committee considers Company-wide financial performance and progress toward short- and long-term strategic and financial objectives. With assistance from its independent compensation consultant, the Committee also reviews peer group compensation data for base salary, total cash compensation, and total direct compensation.

The Chief Executive Officer does not participate in deliberations or decisions regarding his own compensation.

Base Salary

The Committee approved the following salaries and adjustments for the named executive officers effective April 1, 2025:

Executive Officer Cash Incentive Program

Named executive officers participate in the Executive Officer Cash Incentive Program, an annual cash incentive opportunity tied to the achievement of corporate and individual performance goals. For 2025, the Committee established incentive opportunities for each participating executive expressed as a percentage of base salary, with payouts structured at threshold, target, and maximum performance levels.

The table below summarizes the 2025 incentive opportunities under the program.

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For 2025, the Committee structured the Executive Officer Cash Incentive Program using a combination of quantitative corporate performance measures and qualitative, role-based individual objectives. The Committee assigned 85% weighting to Company performance and 15% weighting to individual qualitative performance.

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The performance metrics, weightings, and threshold, target, and maximum performance levels were established by the Committee in the first quarter of 2025. Performance results were measured as of December 31, 2025.

We apply a straight-line interpolation to determine the percentage of the cash bonus where the performance falls between two levels in the table above.

Capital Performance Gate

Payouts under the Executive Officer Cash Incentive Program are subject to a performance gate requiring a year-end total risk-based capital ratio of at least 10.5%. If the capital threshold is not met, no incentive payments are made.

Committee Discretion

The Committee retains discretion, within the parameters of the program, to adjust performance results for one-time, non-recurring, or extraordinary items and to consider factors such as regulatory compliance and credit quality, and may change the Executive Officer Cash Incentive Program, if necessary, at any time and in any way (including by increasing or decreasing awards). The Committee may also reduce or eliminate incentive payouts otherwise earned. In assessing Company performance in 2025 under the Executive Officer Cash Incentive Program, the Committee determined to adjust Return on Average Assets, Pre-tax Net Income, and Efficiency Ratio in order to exclude the impact of charges related to the following extraordinary items: (1) the settlement of certain litigation matters, (2) the planned closure of a Bank branch, and (3) pre-tax charges related to the announced pending merger with CVBF.

2025 Performance Outcomes

For 2025, the Company achieved:

The Committee determined that the performance levels established for 2025 were appropriately challenging and aligned with the Company’s long-term performance objectives.

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2025 Qualitative Performance Metrics

2025 Executive Officer Cash Incentive Awards

Based on the Company’s performance and individual qualitative assessments, as well as adjustments for certain executives noted below in light of outperformance during 2025, the Committee approved the following executive officer cash incentive awards for 2025 performance. Awards are calculated using weighted average rate of base salary for the performance period, which may differ from base salary due to timing of salary adjustments, promotions, or partial-year participation.

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Long-Term Incentive Equity Program

Named executive officers participate in the Long-Term Incentive Equity Program, an annual equity incentive opportunity tied to the achievement of corporate performance goals. For 2025, the Committee structured long-term incentive equity awards to named executive officers to balance performance-based and time-based equity and to align executive compensation with long-term shareholder value creation. Fifty percent of each named executive officer’s long-term incentive award value was delivered in performance-based restricted stock units (“PRSUs”), with the remaining 50% delivered in time-based restricted stock units (“RSUs”).

The Committee considers shareholder input when evaluating the design of the long-term incentive program, including the selection of PRSU performance metrics and peer group composition. For PRSUs, relative performance is measured against a different peer group than the compensation peer group discussed under “Compensation Discussion and Analysis – Use of Peer Group and Market Data” above.

PRSUs

PRSUs are earned based on the Company’s performance over a three-year performance period (2025–2027). Vesting is determined based on ROATCE measured on a relative basis against a peer group of banks approved by the Committee.

PRSUs vest based on percentile performance relative to the peer group, as set forth in the table below. No PRSUs vest for performance below the threshold level. The Committee applies straight-line interpolation to determine vesting outcomes for performance achieved between established performance levels.

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RSUs

Each RSU will vest ratably over three years of continual employment and will accelerate upon a change of control, death or disability.

Dividend Equivalents

Holders of RSUs and PRSUs are entitled to receive dividend equivalents with respect to the payment of cash dividends on the Company’s common stock. Dividends are deferred until vesting.

2025 Long-Term Incentive Equity Awards

Annual long-term incentive equity awards for 2025 were awarded under the 2023 Equity Plan on March 10, 2025, in the form of RSUs and PRSUs, vesting ratably over three-years with PRSUs that vest based on ROATCE performance relative to a peer group over a three-year performance period. The Committee established a target long-term incentive (“LTI”) value for each of our NEOs based on a percentage of the NEO’s base salary effective as of April 1 of the fiscal year in which the award is granted (except to the extent described below for Mr. Fonti). NEO’s LTI value was equally split between RSUs and PRSUs. The table below sets forth each NEO’s annual long-term incentive grants for 2025.

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Perquisites

Perquisites are generally limited to those that assist our NEOs in conducting their business duties productively and are limited to car allowances for the NEOs and two memberships for the Chief Executive Officer, a golf and social club membership.

Supplemental Executive Retirement Plan

The Company maintains the Amended and Restated Supplemental Executive Retirement Plan (“SERP”), a legacy arrangement in which only the President and Chief Executive Officer, Mr. Jones, participated during 2025. The Company has not approved any new participation in the SERP since 2011.

The SERP is a non-qualified, unfunded, and unsecured defined benefit plan. Upon normal retirement, as defined under the plan, benefits are generally payable in the form of a monthly annuity commencing following retirement, subject to applicable payment timing requirements.

Additional information regarding the SERP is provided in the Summary Compensation Table and the Supplemental Retirement Plan for Executive Officers.

Employment Agreements and Change of Control Provisions

The Company maintains employment agreements with several executive officers that are generally consistent with market practices. These agreements do not provide guaranteed terms of employment and are designed to provide limited and reasonable severance protection in connection with certain voluntary and involuntary terminations, subject to the release of claims.

Severance benefits are generally based on the executive’s most recent base salary and a prorated incentive amount. The agreements also provide certain benefits in the event of death or disability. No employment agreement provides for tax gross-up benefits.

Executive employment agreements include change in control provisions intended to provide continuity and alignment with shareholder interests during periods of potential strategic change. All NEO employment agreements require both a change in control and a qualifying termination of employment as a condition of payments in a change in control.

The potential severance and change in control benefits payable to each NEO assuming a triggering event occurred on December 31, 2025, are described in the “Compensation Discussion and Analysis – Change in Control Arrangements and Termination of Employment” section below. In such circumstances, incentive compensation remains subject to the Company’s clawback policy.

Compensation Committee Report

The Personnel and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Personnel and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Form 10-K/A.

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Members of the Compensation Committee

Marina H. Park Sutton, Chair

Christopher J. Abate

Julianne M. Biagini-Komas

EXECUTIVE COMPENSATION TABLES

The following table provides for the periods shown, information as to compensation for services of the Company’s principal executive officer, principal financial officer, interim principal financial officer and three other executive officers of the Company who had the highest total compensation (as defined in accordance with applicable regulations), with respect to the year ended 2025 (collectively referred to as “NEOs”):

2025 Summary Compensation Table

*          Mr. Jones was promoted to President and Chief Executive Officer effective September 15, 2022. Prior to his promotion he was serving as President and Chief Operating Officer of Heritage Bank of Commerce.

**        Mr. Fonti joined the Company as the Executive Vice President and Chief Financial Officer in July 2025.

***      Mr. Sa joined the Company as Executive Vice President and Chief Operating Officer in September 2024, and subsequently appointed as Interim Financial Officer in November 2024 and continued to serve in the interim role until Mr. Fonti joined the Company in July 2025.

****    Ms. Sabnani joined the Company in February 2025 as Executive Vice President and General Counsel. The Company determined Ms. Sabnani was one of the top three next highest paid executive officers, after principal executive officer and principal financial officers, in fiscal year 2025.

*****  Mr. Shu has been with the Company since 2014. The Company determined Mr. Shu was one of the top three next highest paid executive officers, after principal executive officer and principal financial officers, in fiscal year 2025.

****** Mr. Warford has been with the Company since 2006. The Company determined Mr. Warford was one of the top three next highest paid executive officers, after principal executive officer and principal financial officers, in fiscal year 2025.

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CEO Pay Ratio

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and SEC rules require us to disclose the pay ratio of our CEO to our median employee. The pay ratio disclosure below is a reasonable estimate calculated in a manner consistent with SEC rules and guidance.

We identified the median employee for 2025 by examining the 2025 total W-2 compensation from our payroll and employment records, including 401(k) deferrals and 401(k) matching of up to $3,000 per employee, for all individuals, excluding our CEO, who was employed by us on December 31, 2025. We included all employees, whether employed on a full-time, part-time, temporary or seasonal basis as of that payroll date. We did not make any assumptions, adjustments or estimates with respect to such total W-2 reported compensation except for the 401(k) matching as described above. We did not annualize the compensation for any full or part-time employees that were not employed by us for all of 2025. We believe the use of total W-2 compensation, including 401(k) deferrals and 401(k) matching of up to $3,000 per employee, for all employees is a consistently applied compensation measure.

After identifying the median employee based upon the methodology described above, we calculated annual total compensation for such employee using the same methodology we used for our CEO and other named executive officers as set forth in the 2025 Summary Compensation Table in this Form 10-K/A. The annual total compensation in 2025 for our median employee using this methodology was $106,534. The annual total compensation in 2025 for our CEO using this methodology is shown in the Summary Compensation Table and was $2,178,863. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee in 2025 was 20.45 to 1.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules identifying the median compensated employee and calculating the pay ratio based on the employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different

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employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Executive Contracts

Robertson Clay Jones—On September 15, 2022, the Company and Heritage Bank of Commerce entered into a new employment agreement with Mr. Jones at the time when he assumed his new position as President and Chief Executive Officer of the Company and Heritage Bank of Commerce. The employment agreement is for one year and is automatically renewed for one year terms. Under the agreement, Mr. Jones received an annual salary of $700,000 for 2025. Mr. Jones is entitled to annual increases as determined by the Personnel and Compensation Committee in connection with his annual review. Mr. Jones also is entitled to participate in the Executive Officer Cash Incentive Program and in the Company’s 401(k) plan, under which he may receive matching contributions up to $3,000. The Company provides Mr. Jones, at no cost to him, group life, health, accident and disability insurance coverage for himself and his dependents. Mr. Jones also receives Company-paid life insurance coverage in the amount of $700,000. The Company will reimburse Mr. Jones for up to $1,200 for tax consultation and tax return preparation. He is also reimbursed for expenses that exceed insurance coverage for an annual physical examination, certain long-term care policy expenses, monthly dues for one country club membership and one social club membership. He receives an automobile allowance in the amount of $1,000 per month, together with reimbursements for gasoline and maintenance expenditures. Under his employment agreement, Mr. Jones is entitled to certain severance benefits on termination of his employment, including a change of control. See “Change of Control Arrangements and Termination of Employment.”

Seth Fonti—On July 24, 2025, the Company entered into an at-will employment agreement with Seth Fonti. Under the agreement, Mr. Fonti receives an initial annual salary of $425,000 with annual increases, as determined by the Company’s Chief Executive Officer and the Personnel and Compensation Committee in connection with its annual review of executive salaries. In addition to his salary, the Company agreed to pay Mr. Fonti up to $50,000 to assist with moving, lease cancellation, and temporary lodging expenses. This allowance is subject to applicable documentation. Additionally, the Company agreed to provide an additional relocation allowance up to $50,000, subject to appropriate receipts, following six months of employment provided he is an employee in good standing at that time. He is eligible to participate in the Executive Officer Cash Incentive Program. Mr. Fonti participates in the Company’s 401(k) plan, under which he may receive matching contributions up to $3,000. The Company provides to Mr. Fonti, at no cost to him, group life, health, accident and disability insurance coverage for himself and his dependents. Mr. Fonti receives an automobile allowance in the amount of $750 per month. Mr. Fonti is provided with life insurance coverage in the amount of two times his salary not to exceed $700,000. He is also provided with long term care insurance, with a lifetime benefit of up to $72,000. At the time the employment agreement was entered into, Mr. Fonti was awarded restricted stock awards with a value of $300,000 that vests over three years. Under his employment agreement, Mr. Fonti is entitled to certain severance benefits on termination of his employment, including a change of control. See “Change of Control Arrangements and Termination of Employment.”

Thomas A. Sa—On September 26, 2024, the Company entered into an at-will employment agreement with Thomas A. Sa. Under the agreement, Mr. Sa received an annual salary of $475,000 for 2025. Mr. Sa is entitled to annual increases as determined by the Company’s Chief Executive Officer and the Personnel and Compensation Committee in connection with his annual review. In addition to his salary, he is eligible to participate in the Executive Officer Cash Incentive Program. Mr. Sa participates in the Company’s 401(k) plan, under which he may receive matching contributions up to $3,000. The Company provides to Mr. Sa, at no cost to him, group life, health, accident and disability insurance coverage for himself and his dependents. Mr. Sa receives an automobile allowance in the amount of $750 per month, as well as Company-paid life insurance coverage in the amount of two times his salary not to exceed $700,000. He is also provided with long term care insurance, with a lifetime benefit of up to $72,000. At the time the employment agreement was entered into, Mr. Sa was awarded restricted stock units with a value of $400,000 that vests over three years. Under his employment agreement, Mr. Sa is entitled to certain severance benefits on termination of his employment, including a change of control. See “Change of Control Arrangements and Termination of Employment.”

Janisha Sabnani—On February 3, 2025, the Company entered into an at-will employment agreement with Janisha Sabnani. Under the agreement, Ms. Sabnani receives an initial annual salary of $390,000 with annual increases, as determined by the Company’s Chief Executive Officer and the Personnel and Compensation Committee in connection with its annual review of executive salaries. In addition to her salary, Ms. Sabnani received a $30,000 sign on bonus. She is eligible to participate in the Executive Officer Cash Incentive Program. Ms. Sabnani is eligible to participate in the Company’s 401(k) plan, under which she may receive matching contributions up to $3,000. The Company provides to Ms. Sabnani, at no cost to her, group life, health, accident and disability insurance coverage for herself and her dependents. Ms. Sabnani receives an automobile allowance in the amount of $500 per month. Ms. Sabnani is provided with life insurance coverage in the amount of two times her salary not to exceed $700,000. She is also provided with long term care insurance, with a lifetime benefit of up to $72,000. At the time the employment agreement was

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entered into, Ms. Sabnani was awarded a number of restricted stock units with a value of $150,000 that vests over three years. Additionally, under her employment agreement, Ms. Sabnani is entitled to certain severance benefits on termination of her employment, including a change of control. See “Change of Control Arrangements and Termination of Employment.”

Glen E. Shu—On February 1, 2024, the Company entered into an amended and restated employment agreement with Glen Shu. The employment agreement is at-will. Under the agreement, Mr. Shu received an annual salary of $380,723 for 2025. Mr. Shu is entitled to annual increases as determined by the Company’s Chief Executive Officer and the Personnel and Compensation Committee in connection with his annual review. In addition to his salary, he is eligible to participate in the Executive Officer Cash Incentive Program. Mr. Shu participates in the Company’s 401(k) plan, under which he may receive matching contributions up to $3,000. The Company provides to Mr. Shu, at no cost to him, group life, health, accident and disability insurance coverage for himself and his dependents. Mr. Shu receives an automobile allowance in the amount of $800 per month. Mr. Shu is provided with life insurance coverage in the amount of two times his salary not to exceed $700,000. He is also provided with long term care insurance, with a lifetime benefit of up to $72,000. Under his employment agreement, Mr. Shu is entitled to certain severance benefits on termination of his employment, including a change of control. See “Change of Control Arrangements and Termination of Employment.”

Dustin M. Warford—On February 1, 2024, the Company entered into an employment agreement with Dustin M. Warford. Under the agreement, Mr. Warford received an annual salary of $385,242 for 2025. Mr. Warford is entitled to annual increases as determined by the Company’s Chief Executive Officer and the Personnel and Compensation Committee in connection with his annual review. In addition to his salary, he is eligible to participate in the Executive Officer Cash Incentive Program. Mr. Warford participates in the Company’s 401(k) plan, under which he may receive matching contributions up to $3,000. The Company provides to Mr. Warford, at no cost to him, group life, health, accident and disability insurance coverage for himself and his dependents. Mr. Warford receives an automobile allowance in the amount of $800 per month. Mr. Warford is provided with life insurance coverage in the amount of two times his salary not to exceed $700,000. He is also provided with long term care insurance, with a lifetime benefit of up to $72,000. Under his employment agreement, Mr. Warford is entitled to certain severance benefits on termination of his employment, including a change of control. See “Change of Control Arrangements and Termination of Employment.”

Plan Based Awards

Equity Based Plans. In 2013, the Board approved the Heritage Commerce Corp 2013 Equity Incentive Plan (“2013 Equity Plan”) to replace its previous 2004 Equity Plan. The 2013 Equity Plan was approved by the Company’s shareholders at the 2013 Annual Meeting. At the 2020 Annual Meeting the shareholders approved an amendment to the 2013 Equity Plan to increase the number of shares authorized under the 2013 Equity Plan from 3,000,000 to 5,000,000.

In 2023, the Board of Directors approved the 2023 Equity Incentive Plan (“2023 Equity Plan”) to replace the 2013 Equity Plan which expired by its terms in 2023. The 2023 Equity Plan was approved by the Company’s shareholders at the 2023 Annual Meeting. The purpose of the 2023 Equity Plan is to promote the long-term success of the Company and the creation of shareholder value. The Board believes that the availability of stock awards is a key factor in the ability of the Company to attract and retain qualified individuals to serve as directors, officers and employees. Under the 2023 Equity Plan incentives are provided through the grant of stock options, restricted stock, RSU and PRSU awards.

In connection with its acquisition of Presidio Bank in October 2019, the Company assumed the Presidio Bank Amended and Restated 2006 Stock Option Plan and the Presidio Bank 2016 Equity Incentive Plan (collectively the “Presidio Equity Plans”) and the options issued and outstanding at the time of the acquisition. The issued and outstanding options were exchanged for options to acquire an aggregate of 1,176,757 shares of the Company’s common stock at an adjusted weighted average exercise price of $5.05.

Executive Officer Cash Incentive Plan. On September 21, 2023, the Board granted the Committee full authority over the administration and decisions outlined in the Executive Officer Cash Incentive Plan, which governs the Executive Officer Cash Incentive Program, and which is reviewed and updated annually. Under the Executive Officer Cash Incentive Program, certain executives are eligible for target bonuses which are expressed as a percentage of their respective base salaries which increase as the level of performance of established goals increases. The bonuses are tied directly to the satisfaction of overall Company performance and qualitative objectives for the year. See “Compensation Discussion and Analysis—Executive Officer Cash Incentive Program.”

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The following table provides information on the potential performance-based awards available if defined performance objectives were achieved in 2025 for each of the Company’s named executive officers under the Company’s Executive Officer Cash Incentive Plan, and stock units or other stock awards granted to the named executive officers for the year ended December 31, 2025:

2025 Grants of Plan-Based Awards Table