Regulators clear Heritage Commerce (NASDAQ: HTBK) and CVBF bank merger

Rhea-AI Filing Summary

Heritage Commerce Corp reports that, as of April 1, 2026, it and CVB Financial Corp. have received all required regulatory approvals for their previously announced merger and the related bank merger. Closing of the mergers is presently expected on April 17, 2026, subject to remaining conditions in the Merger Agreement.

The filing emphasizes that completion still depends on satisfying or waiving these closing conditions and includes extensive cautionary language about forward-looking statements and risk factors referenced in each company’s SEC filings.

Insights

Bank M&A and regulatory analyst

Regulatory approvals clear a key hurdle, but closing still depends on remaining conditions.

Heritage Commerce Corp and CVB Financial Corp. have obtained all required regulatory approvals for their merger and related bank merger. This is a major procedural step, signaling regulators have reviewed and accepted the combination structure and oversight framework.

The companies state that closing is presently expected on April 17, 2026, but still conditioned on satisfying or waiving remaining closing conditions in the Merger Agreement. The forward-looking statement section underscores ongoing risks, including potential failure of conditions or unexpected delays that could prevent completion.

Because the merger was previously announced, this update primarily narrows execution risk rather than introducing a new strategic direction. Future disclosures around actual closing on or after April 17, 2026 will determine when the combined organization formally takes effect.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Regulatory approvals date: April 1, 2026 Expected merger closing date: April 17, 2026 Merger agreement signing date: December 17, 2025

3 metrics

Regulatory approvals date April 1, 2026 Date as of which all requisite regulatory approvals were received

Expected merger closing date April 17, 2026 Presently expected closing date for holding company and bank mergers

Merger agreement signing date December 17, 2025 Date of Agreement and Plan of Reorganization and Merger

Key Terms

regulatory approvals, Merger Agreement, forward-looking statements, Risk Factors, +1 more

5 terms

regulatory approvals regulatory

"have received all requisite regulatory approvals for the previously announced merger"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

Merger Agreement financial

"subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

forward-looking statements regulatory

"This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Risk Factors financial

"in particular, the discussion of "Risk Factors" set forth in such filings"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

Private Securities Litigation Reform Act of 1995 regulatory

"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"

Understanding 8-K Material Events →

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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): March 30, 2026

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):

☐ 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. ☐

Item 8.01. Other Events.

As of April 1, 2026, Heritage Commerce Corp (“Heritage”) and CVB Financial Corp. (“CVBF”) have received all requisite regulatory approvals for the previously announced merger of Heritage with and into CVBF (the “Merger”), and Heritage Bank of Commerce, Heritage’s wholly-owned subsidiary, with and into Citizens Business Bank, CVBF’s wholly-owned subsidiary (together with the Merger, the “Mergers”), pursuant to the Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between Heritage and CVBF (the “Merger Agreement”). The closing of the Mergers is presently expected to occur on April 17, 2026, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.

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, 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 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.

The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the possibility of a failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in completing the Merger or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement.

Additional factors that could cause results to differ materially from those described above can be found in CVBF’s Registration Statement on Form S-4 filed with the SEC on February 10, 2026 and declared effective on February 12, 2026 (available here), its Annual Report on Form 10-K for the year ended December 31, 2025 (available here) and subsequent Quarterly Reports on Form 10-Q, which, once filed, will be available on the SEC’s website and on CVBF’s website at https://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, 2025 (available here) and subsequent Quarterly Reports on Form 10-Q, which, once filed, will be available on the SEC’s website and 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.

SIGNATURE

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 hereunto duly authorized.

				HERITAGE COMMERCE CORP
Date: April 1, 2026				By:		/s/ Seth Fonti
				Name:		Seth Fonti
				Title:		Executive Vice President and Chief Financial Officer

FAQ

What did Heritage Commerce Corp (HTBK) announce about its merger with CVB Financial Corp?

Heritage Commerce Corp announced that, as of April 1, 2026, it and CVB Financial Corp have received all required regulatory approvals for their previously announced merger and the related bank merger. Completion still depends on satisfying or waiving the remaining closing conditions in the Merger Agreement.

When is the Heritage Commerce Corp and CVB Financial Corp merger expected to close?

The companies state that closing of the holding company and bank mergers is presently expected to occur on April 17, 2026. This anticipated date remains subject to the satisfaction or waiver of the remaining closing conditions set forth in the Agreement and Plan of Reorganization and Merger.

What transactions are included in the Heritage Commerce Corp and CVBF mergers?

The transaction includes the merger of Heritage Commerce Corp with and into CVB Financial Corp and the merger of Heritage Bank of Commerce into Citizens Business Bank, CVBF’s wholly owned subsidiary. Together, these two steps are collectively described as the "Mergers" in the disclosure.

Are there any remaining risks to the completion of the Heritage (HTBK) merger with CVBF?

Yes. The filing highlights that completion could be affected by failure of closing conditions, unexpected delays, or events that allow termination of the Merger Agreement. It references detailed risk factor discussions in each company’s Form 10-K, Form S-4, and future Form 10-Q filings.

How does Heritage Commerce Corp describe forward-looking statements related to the CVBF merger?

Heritage explains that statements about plans, expected timing, goals and benefits of the merger are forward-looking and subject to significant risks and uncertainties. These statements are covered by safe harbor provisions under federal securities laws and are expressly qualified by detailed cautionary language.

Filing Exhibits & Attachments

3 documents

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