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.
Tam Jeannie reported acquisition or exercise transactions in this Form 4 filing.
HERITAGE COMMERCE CORP senior vice president and chief accounting officer Jeannie Tam received a grant of 9,209 restricted stock units on March 5, 2026. Each unit represents one share of common stock.
The RSUs vest annually in three equal installments starting March 5, 2027, with additional vesting on March 5, 2028 and March 5, 2029. Following this grant, she directly holds 9,209 RSUs and 6,233 shares of common stock.
Husain Kamran F reported acquisition or exercise transactions in this Form 4 filing.
Heritage Commerce Corp director Kamran F. Husain received a grant of 4,022 shares of common stock on March 5, 2026. The award was granted at no cash cost per share and increased his directly held stake to 28,084 shares. The restricted stock award will vest on the first anniversary of the grant date, provided he remains continuously employed by the company.
Sabnani Janisha reported acquisition or exercise transactions in this Form 4 filing.
Heritage Commerce Corp executive vice president and general counsel Janisha Sabnani received a grant of 14,613 restricted stock units of common stock on March 5, 2026. Each unit represents the right to receive one share of Heritage Commerce common stock.
The restricted stock units vest annually in three equal installments starting on March 5, 2027, with additional vesting on March 5, 2028, and March 5, 2029, tying a portion of her compensation to long-term company performance. Following this grant, her reported direct holdings include 14,613 restricted stock units and 2,941 shares of common stock.
Sutton Marina Park reported acquisition or exercise transactions in this Form 4 filing.
Heritage Commerce Corp director Sutton Marina Park received a grant of 4,022 shares of common stock at a price of $0.00 per share on March 5, 2026. After this award, Sutton Marina Park directly holds 123,994 common shares. The restricted stock award will vest on the first anniversary of the grant date, subject to continuous employment with the company. The filing also notes that 617 shares had been previously over-reported in earlier Form 4 filings, and the reported beneficial ownership has been corrected.
HERITAGE COMMERCE CORP President and CEO Jones Robertson Clay Jr reported multiple equity compensation moves on 03/05/2026. He exercised employee stock options for 33,009 and 16,390 shares of common stock at a price of 10.7400 per share.
He also received a grant of 49,543 restricted stock units, each representing one share of common stock, which will vest in three equal annual installments starting on 03/05/2027 and continuing on 03/05/2028 and 03/05/2029. To cover option exercise costs and related tax withholding, 14,962 and 28,522 shares of common stock were surrendered at 12.4300 per share in tax-withholding dispositions.
Heritage Commerce Corp, parent of Heritage Bank of Commerce, is a community-focused business bank headquartered in San Jose, California, operating sixteen full-service branches across the San Francisco Bay and Silicon Valley markets. It targets small and mid-sized businesses with a mix of commercial, real estate, construction and SBA lending, plus a nationwide factoring platform through Bay View Funding.
Management calls 2025 a “consequential” year, highlighting balance-sheet growth, stronger operating leverage, continued low nonperforming assets and net charge-offs, and steady client momentum. The company strengthened its leadership team with a new Chief Accounting Officer and Chief Financial Officer and advanced board succession, including elevating the vice chair to chair and adding an independent director.
The 10-K outlines extensive human capital initiatives, including a first companywide engagement survey, broad training and coaching programs, pay-for-performance compensation, tuition reimbursement and active community engagement, with more than 2,175 volunteer hours in 2025. It also details a dense regulatory environment, capital rules under Basel III, and competitive pressures from large banks and fintechs in its concentrated Northern California footprint.
A key development is the proposed merger with CVB Financial Corp., under which each Heritage Commerce share is expected to convert into 0.65 shares of CVBF common stock, subject to shareholder and regulatory approvals. The filing devotes substantial risk disclosure to merger execution, integration challenges, regulatory conditions, possible termination fees, and shareholder litigation, alongside traditional risks such as commercial real estate concentration (CRE loans at 319% of bank total risk-based capital), cybersecurity threats, liquidity management and evolving environmental, social and governance expectations.
Heritage Commerce Corp executive Janisha Sabnani reported several equity award-related transactions on February 27, 2026. She exercised 4,761 Restricted Stock Units, which converted into the same number of shares of common stock at $0.00 per share, reflecting a standard RSU conversion.
She also acquired 238 common shares as stock dividends tied to the partial vesting of her RSU grant, and disposed of 2,058 common shares at $12.43 per share to cover tax withholding obligations. After these transactions, she directly held 2,941 common shares, plus separate holdings of RSUs and performance-based RSUs that vest annually in three equal installments beginning on February 27, 2026.
CVB Financial Corp. is proposing to acquire Heritage Commerce Corp in an all‑stock merger. Heritage shareholders will receive 0.65 shares of CVBF common stock for each Heritage share, with no fractional shares issued; cash will be paid in lieu of fractions based on a 20‑day VWAP.
CVBF expects to issue about 40.6 million shares, leaving former Heritage holders owning roughly 23% of the combined company and existing CVBF holders about 77%. The companies expect the transaction to qualify as a tax‑free reorganization for U.S. federal income tax purposes for Heritage shareholders, except for any cash received for fractional shares.
Special shareholder meetings for both companies are scheduled for March 26, 2026, and completion requires approval by a majority of outstanding shares at each company, plus Federal Reserve and OCC approvals and other conditions. Neither side’s shareholders have appraisal or dissenters’ rights, and a $32.45 million termination fee may be payable in specified break‑up scenarios.
CVB Financial Corp. used its Q4 2025 earnings call to update investors on its pending merger with Heritage Commerce Corp and Heritage Bank of Commerce. Management said the deal is progressing as planned, with an expected second quarter close and second quarter systems conversion, and that office tours and regulatory and proxy preparations are underway.
CFO E. Nicholson reiterated plans to sell approximately $400 million of long-duration single-family loans held by Heritage that were purchased rather than originated, and to reinvest proceeds into shorter-duration investments. CVB has been out of the share repurchase market since early December in connection with the upcoming Form S-4 and Joint Proxy Statement/Prospectus, with the board to revisit buybacks after the merger closes. Executives highlighted potential loan growth and product opportunities from entering new markets, while emphasizing consistent credit quality and extensive merger-related risk factors and forward-looking statement cautions.
Heritage Commerce Corp, the holding company for Heritage Bank of Commerce, furnished a press release and investor presentation outlining its preliminary unaudited financial results for the fourth quarter and full year ended December 31, 2025.
The company also announced that its board declared a $0.13 per share quarterly cash dividend on its common stock, payable on February 19, 2026 to shareholders of record as of February 5, 2026.
The communication includes extensive forward-looking statements related to Heritage’s proposed merger with CVB Financial Corp and explains that a Registration Statement on Form S-4 with a joint proxy statement/prospectus will be filed, urging investors to review those materials when available for detailed information about the transaction.