Heritage Commerce Corp to be Acquired by Pacific Western Bank

TL;DR

Heritage Commerce Corp is being bought by Pacific Western Bank, deal expected to close by mid-2026.

AI Summary

Heritage Commerce Corp. announced on October 23, 2025, that it has entered into a definitive agreement to be acquired by Pacific Western Bank. The transaction is expected to close in the first half of 2026, subject to customary closing conditions, including regulatory and shareholder approvals. This acquisition will expand Pacific Western Bank's presence in California.

Why It Matters

This acquisition signifies consolidation within the banking sector, potentially impacting competition and customer choice in the California market.

Risk Assessment

Risk Level: medium — The acquisition is subject to regulatory and shareholder approvals, which introduces uncertainty regarding its completion.

Key Players & Entities

• Heritage Commerce Corp (company) — Registrant
• Pacific Western Bank (company) — Acquiring entity
• California (location) — Geographic focus of the combined entity
• October 23, 2025 (date) — Date of the report and announcement
• First half of 2026 (date) — Expected closing period of the acquisition

FAQ

Key Financial Figures

• $0.13 — d of Directors (the "Board") declared a $0.13 per share quarterly cash dividend to ho
• $15 million — y 2024 (the "Repurchase Program"), from $15 million to $30 million. The term of the Repurch
• $30 million — purchase Program"), from $15 million to $30 million. The term of the Repurchase Program was
• $9.22 — stock with a weighted average price of $9.22 per share for a total of $4.0 million.
• $4.0 million — price of $9.22 per share for a total of $4.0 million. The remaining capacity under the Progr
• $26.0 million — ect to the amendment described above is $26.0 million. ITEM 9.01 FINANCIAL STATEMENTS AND E

Filing Documents

• htbk-20251023.htm (8-K) — 35KB
• htbkearningsrelease.htm (EX-99.1) — 4356KB
• a3q2025investorslides.htm (EX-99.2) — 19KB
• dividendrelease.htm (EX-99.3) — 14KB
• a3q2025investorslides001.jpg (GRAPHIC) — 68KB
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• a3q2025investorslides016.jpg (GRAPHIC) — 91KB
• a3q2025investorslides017.jpg (GRAPHIC) — 45KB
• 0001628280-25-046131.txt ( ) — 7246KB
• htbk-20251023.xsd (EX-101.SCH) — 2KB
• htbk-20251023_lab.xml (EX-101.LAB) — 21KB
• htbk-20251023_pre.xml (EX-101.PRE) — 12KB
• htbk-20251023_htm.xml (XML) — 3KB

02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION 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. Copies of the press release and the Investor Presentation for the Third Quarter 2025 are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. The information in this report set forth under this Item 2.02 and in Exhibits 99.1 and 99.2 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be treated as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (the "Securities Act), or the Exchange Act, except as expressly stated by specific reference in such filing.

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE 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.

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS QUARTERLY DIVIDEND 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. The dividend will be paid on November 20, 2025, to shareholders of record at the close of the business day on November 6, 2025. SHARE REPURCHASE PROGRAM On October 23, 2025, the Company announced that the Board approved an increase in the maximum total value of shares authorized for repurchase under the Company's existing share repurchase program, initially approved by the Board in July 2024 (the "Repurchase Program"), from $15 million to $30 million. The term of the Repurchase Program was also extended by the Board to October 31, 2026. During the second and third quarters of 2025, the Company repurchased 439,187 shares of its common stock with a weighted average price of $9.22 per share for a total of $4.0 million. The remaining capacity under the Program after giving effect to the amendment described above is $26.0 million.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. 2 99.1 Press Release, dated October 2 3 , 2025, entitled "Heritage Commerce Corp Repor ts Third Qua rte r and First Nine Months of 2025 Financial Results" 99.2 I nvestor Presentation Third Quarter 2025 99.3 Press Release, dated October 2 3 , 2025, entitled "Heritage Commerce Corp Declares Regular Quarterly Cash Dividend of $0.13 Per Share" 104 Cover Page Interactive Data File (embedded within XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: October 23, 2025 Heritage Commerce Corp By: /s/ Seth Fonti Seth Fonti Executive Vice President and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR