Heritage Comm Corp SEC Filings

Heritage Commerce Corp disclosed that it has entered into a definitive merger agreement with CVB Financial Corp.. Under this agreement, Heritage Commerce Corp will merge with and into CVB Financial Corp., and CVB Financial Corp. will be the surviving corporation. Shortly after that step, Heritage Bank of Commerce, Heritage’s wholly owned bank subsidiary, is expected to merge into Citizens Business Bank, a wholly owned subsidiary of CVB Financial Corp., with Citizens Business Bank as the surviving bank.

The disclosure emphasizes that the merger is subject to the terms and conditions in the agreement, and includes extensive cautionary language about forward-looking statements and risk factors. Shareholders of both companies are expected to receive a joint proxy statement and prospectus in a future registration statement on Form S-4, which will provide detailed information for their voting and investment decisions.

Heritage Commerce Corp disclosed that it has signed a definitive merger agreement with CVB Financial Corp. Under the agreement, Heritage Commerce Corp will merge with and into CVB, with CVB as the surviving corporation.

Promptly after that, Heritage Bank of Commerce, Heritage’s wholly owned bank subsidiary, is expected to merge into Citizens Business Bank, a wholly owned subsidiary of CVB, with Citizens Business Bank as the surviving bank. The combination is subject to the terms and conditions in the merger agreement, including required regulatory and shareholder approvals.

CVB plans to file a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus so shareholders of both companies can vote on the transaction. The communication emphasizes forward-looking statement risks, including integration challenges, regulatory approvals, transaction costs, customer retention, economic conditions and other factors that could affect the outcome and benefits of the proposed merger.

Heritage Commerce Corp executive Thomas A. Sa, Executive Vice President and COO, reported equity transactions in HTBK stock. On November 18, 2025, he acquired 503 shares of common stock at $0 as a stock dividend paid upon the partial vesting of a restricted stock unit (RSU) grant, bringing his directly held common stock to 20,503 shares.

On the same date, 12,554 RSUs converted into an equal number of HTBK common shares at an exercise price of $0, increasing his direct common stock holdings to 33,057 shares. Following this, he beneficially owned 25,110 RSUs that are scheduled to vest between November 18, 2025 and November 18, 2027, plus separate performance-based and time-based RSU awards for 13,036 shares each, both with expiration dates of March 10, 2028. The RSUs vest annually in three equal installments starting November 18, 2025.

Heritage Commerce Corp (HTBK) reported higher Q3 earnings. Net income rose to $14.7 million from $10.5 million a year ago, with diluted EPS of $0.24 versus $0.17. Net interest income improved to $46.8 million, reflecting higher loan and securities yields while deposit costs eased year over year.

As of September 30, 2025, total assets were $5.62 billion. Loans, net, were $3.53 billion and deposits were $4.78 billion. Cash and cash equivalents were $747.7 million. The allowance for credit losses on loans was $49.4 million. Securities available-for-sale stood at $408.5 million, and held-to-maturity at amortized cost was $544.8 million (fair value $476.8 million).

The Board authorized a share repurchase program increase on October 23, 2025, doubling the cap from $15.0 million to $30.0 million and extending it to October 31, 2026. During Q2–Q3 2025, the company repurchased 439,187 shares at an average price of $9.22 for $4.05 million. Shares outstanding were 61,283,541 on October 29, 2025.

Heritage Commerce Corp (HTBK) announced shareholder return actions and furnished preliminary results. The Board declared a quarterly cash dividend of $0.13 per common share, payable on November 20, 2025 to shareholders of record on November 6, 2025. The company also furnished preliminary unaudited financial results for the third quarter and nine months ended September 30, 2025, along with an investor presentation.

The Board expanded and extended the share repurchase program. Authorization increased from $15 million to $30 million, and the term was extended to October 31, 2026. During the second and third quarters of 2025, the company repurchased 439,187 shares at a weighted average price of $9.22 per share for a total of $4.0 million. Following the amendment, remaining capacity under the program is $26.0 million. Related press releases and the investor presentation were furnished as Exhibits 99.1, 99.2, and 99.3.

Bruce H. Cabral, a director of Heritage Commerce Corp (HTBK), reported a sale of 5,889 shares of the issuer’s common stock on 09/09/2025 at a weighted average price of $10.2201. After the sale, Mr. Cabral is shown as beneficially owning 30,308 shares directly and 92,995 shares indirectly through a trust. The filing also discloses three outstanding employee stock options, each covering 2,470 shares with exercise prices of $7.12, $10.31, and $10.77, and varying expiration dates in 2027–2029. The footnote states the sale occurred in multiple transactions at prices ranging $10.2050–$10.2450.

Susan Just (reported as Just Susan Svensson), EVP and Chief Credit Officer of Heritage Commerce Corp (HTBK), reported a sale of 960 shares of common stock on 09/08/2025 at a price of $10.23 per share to cover withholding taxes associated with the vesting of an award, leaving her with 9,814 shares beneficially owned after the transaction. The Form 4 also discloses existing equity awards: restricted stock units vesting 03/08/2025 (8,306 shares) and 03/10/2026 (8,432 shares), performance-based restricted stock units credited for 03/08/2027 (12,458 shares) and 03/10/2028 (8,431 shares). The filing was signed by an attorney-in-fact on behalf of Ms. Just on 09/10/2025. The sale is explained as tax-withholding related to vesting.

Form 144 notice for Heritage Commerce Corp (HTBK): An executive or affiliate plans to sell 5,889 shares of common stock, acquired as restricted stock awards on 03/08/2025. The proposed sale is scheduled for 09/09/2025 through Goldman Sachs & Co. LLC on NASD, with an aggregate market value reported at $60,244.47. The filing states 61,446,763 shares outstanding. No sales by the filer in the past three months were reported. The filer certifies no undisclosed material adverse information.