Heritage Commerce Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2026-04-21: Form 8-K; Period of report 2026-04-16; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2026-04-01: Form 8-K; Period of report 2026-03-30; Description 8.01 Other Events; Details 8.01.
- 2026-03-27: Form 8-K; Period of report 2026-03-26; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
- 2026-03-18: Form 8-K; Period of report 2026-03-17; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2026-04-21 | 8-K | 2026-04-16 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 Pursuant to the Merger Agreement, on the Closing Date, Heritage merged with and into CVBF, with CVBF continuing as the surviving corporation (the “Merger”). 3.01 On the Closing Date, Heritage notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger closed. 3.03 As of the Effective Time, each holder of Heritage Common Stock ceased to have any rights with respect thereto, except the right to receive the applicable consideration described above and subject to the terms and conditions set forth in the Merger Agreement. 5.01 The information set forth under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 At the Effective Time, all directors and executive officers of Heritage and Heritage Bank ceased to serve in such capacities. 5.03 At the Effective Time, the Restated Articles of Incorporation of Heritage, as amended, and Bylaws of Heritage, as amended, ceased to be in effect by operation of law. | d143924d8k.htm |
| 2026-04-01 | 8-K | 2026-03-30 | 8.01 Other Events | 8.01 As of April 1, 2026, Heritage Commerce Corp (“Heritage”) and CVB Financial Corp. (“CVBF”) have received all requisite regulatory approvals for the previously announced merger of Heritage with and into CVBF (the “Merger”), and Heritage Bank of Commerce, Heritage’s wholly-owned subsidiary, with and into Citizens Business Bank, CVBF’s wholly-owned subsidiary (together with the Merger, the “Mergers”), pursuant to the Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between Heritage and CVBF (the “Merger Agreement”). | d105163d8k.htm |
| 2026-03-27 | 8-K | 2026-03-26 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On March 26, 2026, Heritage Commerce Corp (“Heritage”) held a special meeting of shareholders (the “Special Meeting”) in connection with the proposed merger of Heritage with and into CVB Financial Corp. (“CVBF,” and such merger, the “Merger”), pursuant to that certain Agreement and Plan of Reorganization and Merger, dated as of December 17, 2025, by and between Heritage and CVBF (the “Merger Agreement”). 7.01 On March 26, 2026, Heritage and CVBF issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of CVBF’s shareholders also held on March 26, 2026, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | d84107d8k.htm |
| 2026-03-18 | 8-K | 2026-03-17 | 8.01 Other Events | 8.01 As previously disclosed, on December 17, 2025, CVB Financial Corp., a California corporation (“CVBF”), and Heritage Commerce Corp, a California corporation (“Heritage”), entered into an Agreement and Plan of Reorganization and Merger (the “Reorganization Agreement”), pursuant to which Heritage will merge with and into CVBF, with CVBF continuing as the surviving corporation (the “Merger”). | d72195d8k.htm |
| 2026-03-11 | 8-K | 2026-03-11 | 8.01 Other Events | 8.01 On March 11, 2026, Heritage Commerce Corp announced that its Board of Directors declared its regular quarterly cash dividend of $0.13 per share to holders of its common stock. | tm268236d1_8k.htm |
| 2026-01-22 | 8-K | 2026-01-22 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On January 22, 2026, Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce (the “Bank”), issued a press release announcing its preliminary unaudited financial results for the fourth quarter and year ended December 31, 2025. 7.01 A copy of the Company’s press release announcing the quarterly dividend described below is attached as Exhibit 99.3 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, this press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing pursuant to the Securities Act or the Exchange Act. 8.01 On January 22, 2026, the Company announced that its Board of Directors (the "Board") declared a $0.13 per share quarterly cash dividend to holders of its common stock. | htbk-20260122.htm |
| 2026-01-02 | 8-K | 2025-12-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 31, 2025, Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce (the “Bank”), received notice from Director Jason DiNapoli that Mr. DiNapoli would retire as a director of the Company, effective as of December 31, 2025. | tm2534506d1_8k.htm |