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 shareholders have approved the company’s merger with CVB Financial Corp. At a special meeting, 69.5% of Heritage’s outstanding shares were represented, constituting a quorum. The merger proposal passed with 42,403,674 votes for, 114,518 against and 287,597 abstentions.
Under the agreement, each outstanding share of Heritage common stock (other than excluded shares) will be canceled in exchange for the right to receive 0.65 shares of CVB Financial Corp common stock. Both companies state they expect to complete the merger in the second quarter of 2026, subject to regulatory approvals and remaining closing conditions.
The Vanguard Group filed Amendment No. 2 to a Schedule 13G/A reporting its position in Heritage Commerce Corp common stock. The filing states amount beneficially owned: 0 and percent of class: 0%. It explains an internal realignment on January 12, 2026 that led certain Vanguard subsidiaries and business divisions to report beneficial ownership separately in reliance on SEC Release No. 34-39538.
The filing is a routine ownership disclosure stating Vanguard holds no beneficial interest in the class reported and lists corporate and filer addresses and a signed attestation dated 03/27/2026.
Heritage Commerce Corp and CVB Financial Corp. are supplementing their joint proxy statement/prospectus in connection with the proposed merger and to address litigation and demand letters challenging disclosure. The supplement adds and corrects shareholder, peer‑group, valuation and executive compensation disclosures and includes supplemental tables and estimates.
The filing notes three lawsuits (filed Feb. 25, Feb. 26 and Mar. 3, 2026) and demand letters alleging disclosure deficiencies; CVBF and Heritage state they consider the claims without merit but are providing supplemental disclosures to avoid delay and minimize litigation risk. Each company will hold a special shareholder meeting on March 26, 2026 concerning the merger.
CVB Financial Corp. and Heritage Commerce Corp. filed a supplement to their joint proxy statement/prospectus in connection with their proposed merger and the March 26, 2026 shareholder meetings.
The supplement responds to three lawsuits (filed Feb 25, Feb 26 and Mar 3, 2026) and related demand letters alleging disclosure deficiencies; the companies deny the claims but are providing supplemental disclosures "to moot certain of the plaintiffs’ disclosure claims" and to avoid potential delays. The supplement revises peer group tables, valuation assumptions, pro forma accretion/dilution metrics, certain executive compensation and equity award counts, and provides updated share counts: Heritage common shares outstanding on the record date are shown as 61,559,560, and CVBF common shares outstanding on its record date are shown as 135,792,701.
Conner Jack W reported acquisition or exercise transactions in this Form 4 filing.
HERITAGE COMMERCE CORP director Jack W. Conner received a grant of 4,022 shares of common stock as a restricted stock award. The award vests on the first anniversary of the grant date, subject to his continuous employment with the company.
The amended Form 4 corrects the amount of securities beneficially owned after this grant and notes that Conner is no longer the beneficial owner of any shares previously held indirectly by a trust, following a transfer of investment control of that trust several years ago.
Heritage Commerce Corp President and CEO Jones Robertson Clay Jr. reported equity compensation activity involving the company’s Common Stock. On March 10, 2026, he exercised Restricted Stock Units (RSUs) to acquire 9,897 shares of Common Stock at an exercise price of $0.00 per share as part of an RSU conversion.
He also acquired 501 additional shares of Common Stock as stock dividends payable upon the partial vesting of an RSU grant. Following these transactions, his directly held Common Stock position increased to 296,959 shares. The filing also shows he continues to hold multiple RSU and performance-based RSU awards linked to Common Stock with expiration dates between 2026 and 2029, indicating significant remaining equity-based incentives and no reported open-market sales in this filing.
Heritage Commerce Corp executive vice president and general counsel Janisha Sabnani reported routine equity compensation activity involving restricted stock units and common stock. On March 10, 2026, she exercised 2,919 RSUs, which converted into an equal number of shares of common stock at no cash exercise price.
In connection with this vesting, 1,090 shares of common stock were withheld at $12.14 per share to cover tax obligations, and she acquired an additional 146 shares as stock dividends tied to the partial RSU vesting. Following these transactions, she directly held 4,916 shares of common stock, along with unvested RSU and performance-based RSU awards covering 14,613, 8,757, and 9,524 underlying shares that vest over future dates.
HERITAGE COMMERCE CORP EVP/People & Culture Officer Christopher Edmonds-Waters reported compensation-related equity activity. He exercised 2,796 Restricted Stock Units, which converted into the same number of shares of Common Stock at a price of $0.00 per share, and received an additional 139 shares of Common Stock as stock dividends tied to the partial vesting of an RSU grant. Following these transactions, he directly holds 9,639 shares of Common Stock. He also continues to hold unvested RSU and performance-based RSU awards representing 20,000, 8,388, and 13,997 underlying shares that are scheduled to vest over time.
Heritage Commerce Corp announced that its Board of Directors declared a regular quarterly cash dividend of $0.13 per share for its common stock. The dividend will be paid on April 8, 2026, to shareholders of record at the close of business on March 25, 2026.
The company notes it has paid a cash dividend every quarter since 2013, underscoring a long-running pattern of returning cash to shareholders.