UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 17, 2025
HERITAGE COMMERCE CORP
(Exact name of registrant as specified in
its charter)
| California |
|
000-23877 |
|
77-0469558 |
(State
or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 224
Airport Parkway, San Jose, California |
|
95110 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (408) 947-6900
Not Applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General
Instruction A.2. below):
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol(s) |
Name
of each exchange on which registered |
| Common Stock, No Par Value |
HTBK |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
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. ¨
On December 17, 2025, Heritage Commerce
Corp (the “Company”) and CVB Financial Corp. (“CVB”) issued a joint press release announcing the execution of
a definitive merger agreement pursuant to which, on the terms and subject to the conditions set forth therein, (i) the Company will
merge with and into CVB, with CVB as the surviving corporation in the merger and (ii) promptly thereafter, Heritage Bank of Commerce,
a wholly owned subsidiary of the Company, will merge with and into Citizens Business Bank, a wholly owned subsidiary of CVB, with Citizens
Business Bank as the surviving corporation in the merger.
A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
| 99.1 |
Joint Press Release, dated December 17, 2025. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within XBRL document) |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking
statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the
proposed transaction (including statements about the future financial and operating results and impact on CVBF’s earnings and
tangible book value per share), the plans, objectives, expectations and intentions of CVB Financial Corp. (“CVBF”) and
Heritage Commerce Corp (“Heritage”), the expected timing of completion of the transaction, and other statements that are
not historical facts. Such statements are subject to numerous assumptions, risks, estimates, uncertainties and other important
factors that may change over time and could cause actual results to differ materially from any results, performance, or events
expressed or implied by such forward-looking statements, including as a result of the factors referenced below. Statements that do
not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.
Forward-looking statements may be identified by words such as expect, anticipate, project, continue, believe, intend, estimate,
plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should,
would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by
Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation
Reform Act of 1995.
Although there is no assurance that any list of risks and uncertainties
or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or
implied in the forward-looking statements or historical performance: difficulties and delays in integrating Heritage’s business,
key personnel and customers into CVBF’s business and operations, and achieving anticipated synergies, cost savings and other benefits
from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and other business
disruption following the merger, including difficulties in maintaining relationships with employees; supply and demand for commercial
or residential real estate and periodic deterioration in real estate prices and/or values in California or other states where CVBF and
Heritage lend; a sharp or prolonged slowdown or decline in real estate construction, sales or leasing activities; CVBF’s or Heritage’s
ability to retain and increase market share, to retain and grow customers and to control expenses; the costs or effects of mergers, acquisitions
or dispositions CVBF may make, whether CVBF and Heritage are able to obtain any required governmental approvals in connection with any
such mergers, acquisitions or dispositions, and/or CVBF’s ability to realize the contemplated financial or business benefits associated
with any such mergers, acquisitions or dispositions; CVBF’s timely development and implementation of new banking products and services
and the perceived overall value of these products and services by customers and potential customers; CVBF’s or Heritage’s
relationships with and reliance upon outside vendors with respect to certain of CVBF’s or Heritage’s key internal and external
systems, applications and controls; the occurrence of any event, change or other circumstances that could give rise to the right of one
or both of the parties to terminate Agreement and Plan of Reorganization and Merger to which CVBF and Heritage are parties; changes in
commercial or consumer spending, borrowing and savings patterns, preferences or behaviors; technological changes and the expanding use
of technology in banking and financial services (including the adoption of mobile banking, funds transfer applications, electronic marketplaces
for loans, blockchain technology, fintech, artificial intelligence, and other financial products, systems or services); changes in the
financial performance and/or condition of CVBF’s or Heritage’s borrowers or depositors; fluctuations in CVBF’s or Heritage’s
share price before closing, and the resulting impact on CVBF’s ability to raise capital or to make acquisitions, including as a
result of the financial performance of the other party prior to closing, or more generally due to broader stock market movements, and
the performance of financial companies and peer group companies; CVBF’s ability to recruit and retain key executives, board members
and other employees; the failure of CVBF or Heritage to obtain regulatory or shareholder approvals, as applicable, or to satisfy any
of the other conditions to the closing of the proposed merger on a timely basis or at all, and the risk that such approvals may result
in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely
affect the expected benefits of the proposed transaction; the dilution caused by the issuance of shares of CVBF’s common stock
in the transaction; possible impairment charges to goodwill, including any impairment that may result from increased volatility in CVBF’s
or Heritage’s stock price; possible credit-related impairments or declines in the fair value of loans and securities held by CVBF
or Heritage; volatility in the credit and equity markets and its effect on the general economy, and local, regional, national and international
economic and market conditions, political events and public health developments and the impact they may have on CVBF or Heritage, their
customers and their capital, deposits, assets and liabilities; CVBF’s or Heritage’s ability to attract deposits and other
sources of funding or liquidity; changes in general economic, political, or industry conditions, and in conditions impacting the banking
industry specifically; catastrophic events or natural disasters, including earthquakes, drought, climate change or extreme weather events
that may affect CVBF’s or Heritage’s assets, communications or computer services, customers, employees or third-party vendors;
public health crises and pandemics, and their effects on the economic and business environments in which CVBF and Heritage operate; changes
in the competitive environment among banks and other financial services and technology providers, and competition and innovation with
respect to financial products and services by banks, financial institutions and non-traditional providers including retail businesses
and technology companies; the strength of the United States economy and the strength of the local economies in which we conduct business;
the effects of, and changes in, immigration, trade, tariff, monetary, and fiscal policies and laws, including interest rate policies
of the Board of Governors of the Federal Reserve System; inflation/deflation, interest rate, market and monetary fluctuations; changes
in interest rates that could significantly reduce net interest income and negatively affect asset yields and valuations and funding sources,
including impacts on prepayment speeds; the impact of changes in financial services policies, laws, regulations, and ongoing or unanticipated
regulatory or legal proceedings or outcomes, including those concerning banking, taxes, securities, and insurance, and the application
thereof by regulatory agencies; the effectiveness of CVBF’s or Heritage’s risk management framework, quantitative models
and ability to manage the risks involved in regulatory, legal or policy changes; the risks associated with CVBF’s or Heritage’s
loan portfolios, including the risks of any geographic and industry concentrations; the impact of systemic or non-systemic failures, crisis
or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; cybersecurity threats
and fraud and the costs of defending against them, including the costs of compliance with legislation or regulations to combat fraud
and cybersecurity threats; the costs and effects of legal, compliance and regulatory actions, changes and developments, including the
initiation and resolution of any legal proceedings relating to the proposed merger (including any securities, shareholder class actions,
lender liability, bank operations, check or wire fraud, financial product or service, data privacy, health and safety, consumer or employee
class action litigation); regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations
or reviews; CVBF’s or Heritage’s ongoing relations with various federal and state regulators, including, but not limited
to, the SEC, Federal Reserve Board, FDIC, Office of the Comptroller of the Currency, and California DFPI; and other factors that may
affect the future results of CVBF and Heritage.
Additional factors that could cause results to differ materially from
those described above can be found in CVBF’s Annual Report on Form 10-K for the year ended December 31, 2024 (available
here) and subsequently filed Quarterly Reports on Form 10-Q, which are on file with the SEC and available on CVBF’s website
at http://www.cbbank.com under the “Investors” tab, and in other documents CVBF files with the SEC, and in Heritage’s
Annual Report on Form 10-K for the year ended December 31, 2024 (available
here) and subsequently filed Quarterly Reports on Form 10-Q, which are on file with the SEC and available on Heritage’s website,
https://www.heritagecommercecorp.com, under the “Investor Relations” tab and in other documents Heritage files with the SEC,
and in each case, in particular, the discussion of “Risk Factors” set forth in such filings.
All forward-looking statements are expressly qualified in their entirety
by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and are based on information
available at that time. Neither CVBF nor Heritage assumes any obligation to update forward-looking statements to reflect actual results,
new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements
that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required
by federal securities laws. If CVBF or Heritage updates one or more forward-looking statements, no inference should be drawn that CVBF
or Heritage will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
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 transaction 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.
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
at https://www.sec.gov/edgar/browse/?CIK=354647&owner=exclude, in the case of CVBF, and available at https://www.sec.gov/edgar/browse/?CIK=1053352&owner=exclude, 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.”
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 17, 2025
Heritage Commerce Corp
| By: |
/s/ Seth Fonti |
|
| Seth Fonti |
|
| Executive Vice President and Chief
Financial Officer |
|
