Heritage Commerce Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-12-23: Form 8-K; Period of report 2025-12-23; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2025-12-17: Form 8-K; Period of report 2025-12-17; Description 8.01 Other Events; Details 8.01.
- 2025-10-23: Form 8-K; Period of report 2025-10-23; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 2.02.
- 2025-09-25: Form 8-K; Period of report 2025-09-18; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-12-23 | 8-K | 2025-12-23 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 To mitigate the potential adverse impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), on both the Company and each of Seth Fonti, Susan Just, Thomas A. Sa and Dustin M. Warford in connection with the consummation of the Merger, on December 18, 2025, the Personnel & Compensation Committee of the Board of Directors of the Company approved for each such executive: (i) the accelerated payment by no later than December 31, 2025 of 95% of each executive’s target annual cash incentive award in respect of fiscal year 2025 that would otherwise have been payable in March of 2026, and (ii) the accelerated vesting by no later than December 31, 2025 of certain Company restricted stock unit awards and restricted stock awards held by each of Ms. Just and Messrs. | tm2533554d10_8k.htm |
| 2025-12-17 | 8-K | 2025-12-17 | 8.01 Other Events | 8.01 On December 17, 2025, Heritage Commerce Corp (the “Company”) and CVB Financial Corp. (“CVB”) issued a joint press release announcing the execution of a definitive merger agreement pursuant to which, on the terms and subject to the conditions set forth therein, (i) the Company will merge with and into CVB, with CVB as the surviving corporation in the merger and (ii) promptly thereafter, Heritage Bank of Commerce, a wholly owned subsidiary of the Company, will merge with and into Citizens Business Bank, a wholly owned subsidiary of CVB, with Citizens Business Bank as the surviving corporation in the merger. | tm2533554d1_8k.htm |
| 2025-10-23 | 8-K | 2025-10-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On October 23, 2025, 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 third quarter of 2025 and the nine months ended September 30, 2025. 7.01 Copies of the Company’s press releases announcing the amendments to its share repurchase program and the quarterly dividend described below are attached as Exhibits 99.1 and 99.3, respectively, to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, these press releases are 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 either press release be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 8.01 On October 23, 2025, 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-20251023.htm |
| 2025-09-25 | 8-K | 2025-09-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 18, 2025, Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce (the “Bank” and together with the Company, “Heritage”) received notice from Deborah K. Reuter of her decision to retire as Executive Vice President and Chief Risk Officer of the Company and the Bank, effective as of January 5, 2026. | tm2526905d1_8k.htm |
| 2025-08-18 | 8-K | 2025-08-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On August 18, 2025, the Board of Directors (the “Board”) of Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce (the “Bank”) appointed Christopher J. Abate as a director of the Board and the Bank’s Board of Directors. 7.01 On August 18, 2025, the Company issued a press release announcing Mr. Abate’s appointment as a director of the Board and the Bank’s Board of Directors. | tm2523453d1_8k.htm |
| 2025-07-28 | 8-K | 2025-07-28 | 7.01 Regulation FD Disclosure | 7.01 Robertson Clay Jones, President and Chief Executive Officer, Thomas A. Sa, Executive Vice President and Chief Operating Officer, and Seth Fonti, Executive Vice President and Chief Financial Officer of Heritage Commerce Corp (the “Company”), are attending an investor conference from July 28, 2025 to July 30, 2025. | tm2521763d1_8k.htm |
| 2025-07-24 | 8-K | 2025-07-24 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 On July 24, 2025, the Company announced the appointment of Seth Fonti as Executive Vice President and Chief Financial Officer of the Company and the Bank effective July 24, 2024 (“Effective Date”). 7.01 On July 24, 2025, the Company issued a press release announcing Mr. Fonti’s accession to the Company’s and the Bank’s executive leadership team. | htbk-20250724x8k.htm |
| 2025-05-27 | 8-K | 2025-05-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.02 On May 22, 2025, Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce (the “Bank”) issued a press release announcing it had received notice from Director and former Chair of the Board Jack W. Conner, of his intention to retire as a Director in October 2025. 5.07 On May 22, 2025, the Company held its virtual Annual Meeting of Shareholders (the “Shareholders Meeting”). 7.01 Robertson Clay Jones, President and Chief Executive Officer of the Company, made a presentation to shareholders at the Shareholders Meeting. | tm2515891d1_8k.htm |
| 2025-04-24 | 8-K | 2025-04-24 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | htbk-20250424x8k.htm | |
| 2025-02-03 | 8-K | 2025-02-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On February 3, 2025, Heritage Commerce Corp (the “Company”), the holding company for Heritage Bank of Commerce (the “Bank”) announced the appointment of Janisha Sabnani as Executive Vice President and General Counsel of the Company and the Bank. 7.01 On February 3, 2025, the Company issued a press release announcing Ms. Sabnani’s accession to the Company’s and the Bank’s executive leadership team. | tm254986d1_8k.htm |
| 2025-01-24 | 8-K | 2025-01-23 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | htbk-20250123x8k.htm |