Welcome to our dedicated page for Heritage Comm SEC filings (Ticker: HTBK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Heritage Commerce Corp filings document the regulatory record of a former California bank holding company whose common stock traded on Nasdaq under HTBK. The filings include 8-K material-event reports for dividends, governance matters, capital-structure disclosures, shareholder voting matters, material agreements, and operating and financial results tied to Heritage Bank of Commerce.
The filing record also documents the company's April 2026 merger with and into CVB Financial Corp, with CVB Financial Corp surviving. Form 25 covers removal of Heritage Commerce Corp common stock from Nasdaq listing and registration, while Form 15 covers termination of Exchange Act registration or suspension of reporting duties after the merger left the covered common stock with zero holders of record.
HERITAGE COMMERCE CORP director Stephen G. Heitel reported a disposition of all his common shares as part of a completed merger with CVB Financial Corp. The Form 4 shows 216,078 shares of Heritage common stock were disposed of in a transaction with the issuer at a reported price of $0.00 per share, leaving him with zero Heritage shares.
According to the merger terms, at the Effective Time each Heritage share was cancelled and converted into the right to receive 0.65 shares of CVB Financial Corp. common stock as Merger Consideration. Outstanding restricted stock awards also accelerated in full and were exchanged for the same stock Merger Consideration, reflecting a stock-for-stock reorganization rather than an open-market sale.
HERITAGE COMMERCE CORP director Kamran F. Husain reported an issuer disposition of 28,084 common shares tied to a completed merger. On April 17, 2026, each Heritage share outstanding was cancelled at the merger’s effective time and converted into the right to receive 0.65 shares of CVB Financial Corp. common stock. Following this merger-related cancellation and exchange, Husain reported holding zero Heritage common shares, with his position effectively moved into CVB Financial stock under the agreed exchange ratio. Outstanding restricted stock awards also fully accelerated and were converted into the same merger consideration.
HERITAGE COMMERCE CORP director Jack W. Conner reported a disposition of 165,361 shares of common stock in connection with the company’s merger with CVB Financial Corp. On April 17, 2026, each Heritage share was cancelled and converted into the right to receive 0.65 CVBF share as merger consideration.
This transaction is categorized as a disposition to the issuer and reflects the cancellation and conversion of Conner’s entire directly held Heritage position, leaving him with zero Heritage shares after the merger closing. The filing describes a stock-for-stock merger conversion, not an open-market sale.
HERITAGE COMMERCE CORP executive Christopher Edmonds-Waters returned equity awards and shares to the company in connection with its merger into CVB Financial Corp. On April 17, 2026, each Heritage common share was cancelled and converted into the right to receive 0.65 CVB common shares as merger consideration.
On the same date, 42,099 restricted stock units, 8,898 performance-based restricted stock units, and 9,639 shares of Heritage common stock were disposed of to the issuer at $0.00 per share. Outstanding restricted stock unit awards became vested at closing and were converted into rights to receive CVB common stock, based on the 0.65 exchange ratio and less applicable taxes.
HERITAGE COMMERCE CORP director Julianne M. Biagini Komas reported a disposition of 68,194 shares of common stock to the issuer. The shares were canceled at the merger effective time and converted into the right to receive CVB Financial Corp. common stock at a 0.65-for-1 exchange ratio. Following the transaction, she reported holding zero shares of Heritage Commerce common stock. Outstanding restricted stock awards also accelerated in full and were exchanged for the same merger consideration.
HERITAGE COMMERCE CORP director Bruce H. Cabral reported disposing of his remaining company equity in connection with the company’s merger into CVB Financial Corp. The filing shows issuer dispositions on April 17, 2026 of 127,325 shares of Heritage common stock and three employee stock option grants of 2,470 options each.
According to the merger terms, each Heritage common share was cancelled and converted into the right to receive 0.65 shares of CVB Financial common stock as merger consideration. Restricted stock awards fully accelerated and were exchanged for the same stock consideration, while each outstanding Heritage stock option was cancelled for a cash payment based on a cashout price formula and the option’s exercise price.
HERITAGE COMMERCE CORP director Christopher J. Abate reported a disposition of 6,980 shares of common stock back to the issuer. This occurred at the closing of a merger in which every Heritage share was cancelled and converted into CVB Financial Corp. (CVBF) stock.
Under the merger terms effective April 17, 2026, each Heritage share became the right to receive 0.65 shares of CVBF common stock as merger consideration. All outstanding restricted stock awards also fully accelerated and were exchanged into the same CVBF share consideration. After this conversion, Abate reported holding zero Heritage shares.
Heritage Commerce Corp notified Nasdaq that its Common Stock will be removed from listing and/or withdrawn from registration on the Nasdaq Stock Market LLC. The Exchange states it has complied with 17 CFR 240.12d2-2 procedures and the issuer has complied with Exchange rules governing voluntary withdrawal.
Heritage Commerce Corp filed a Form 10-K/A to add the Part III information it initially omitted, detailing board composition, executive pay and governance policies. All but the CEO are independent directors. The filing outlines a pay-for-performance program where named executive officers receive sizeable at-risk cash incentives and equity, including performance-based restricted stock units tied to relative return on average tangible common equity over three years. For 2025, CEO total compensation was $2,178,863, including a $700,000 base salary and a $749,495 cash incentive, while the median employee earned $106,534, producing a CEO pay ratio of 20.45 to 1. Cash bonuses depend on metrics such as return on average assets, pretax net income, efficiency ratio, loan and deposit growth, subject to a total risk-based capital ratio gate of at least 10.5%. The document also describes employment agreements, severance and change-in-control protections, a legacy supplemental retirement plan for the CEO, and policies on clawbacks, insider trading, hedging, pledging, and shareholder engagement. It notes a pending merger with CVB Financial Corp., with any special merger-related compensation to be described separately in a Form S-4 joint proxy/prospectus.
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.