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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): August 18, 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):
| ¨ |
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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 18, 2025, the Board of
Directors (the “Board”) of Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of
Commerce (the “Bank”) appointed Christopher J. Abate as a director of the Board and the Bank’s Board of Directors. The
Company’s bylaws provide that the number of directors shall be not less than 8 and not more than 15 with the specific number
set from time to time by the Board and, effective August 18, 2025, the Board expanded the number of directors from 8 to 9.
Mr. Abate was also appointed to serve on the Audit Committee and Personnel and Compensation Committee of the Board.
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.
There are no family relationships between Mr. Abate
and any director or other executive officer of the Company. There are no transactions between Mr. Abate and any member of his immediate
family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the
Securities and Exchange Commission. Further, there is no arrangement or understanding between Mr. Abate and any other persons or
entities pursuant to which Mr. Abate was appointed as a director of the Company.
Upon his appointment to the Board, Mr. Abate
will be entitled as a non-employee director to the same compensation provided each of the other non-employee directors of the Company.
For 2025, Mr. Abate is entitled to receive a prorated portion of the annual cash retainer of $50,000 and a prorated portion of the
annual grant of restricted stock with an annual market value of $50,000 in accordance with the Company’s equity policy. He will also
be entitled to reimbursement of reasonable and substantiated out of pocket expenses incurred in connection with the performance of his
duties as a director.
ITEM 7.01 REGULATION FD DISCLOSURE
On August 18, 2025, the Company issued a press release
announcing Mr. Abate’s appointment as a director of the Board and the Bank’s Board of Directors. A copy of the
press release is attached as Exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K,
the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor
shall the press release be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| 99.1 |
Press Release dated August 18, 2025, entitled “Heritage Commerce Corp and Heritage Bank of Commerce Announce Appointment of Christpher J. Abate to the Board of Directors.” |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within XBRL document) |
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: August 18, 2025
Heritage Commerce Corp
| By: |
/s/ Seth Fonti |
|
| Seth Fonti |
|
| Executive Vice President and Chief Financial Officer |
|
