Heritage Commerce Corp 8-K Filing

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• tm2533554d1_8k.htm (8-K) — 47KB
• tm2533554d1_ex99-1.htm (EX-99.1) — 30KB
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• 0001104659-25-122098.txt ( ) — 316KB
• htbk-20251217.xsd (EX-101.SCH) — 3KB
• htbk-20251217_lab.xml (EX-101.LAB) — 33KB
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• tm2533554d1_8k_htm.xml (XML) — 3KB

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS. 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. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. 99.1 Joint Press Release, dated December 17, 2025. 104 Cover Page Interactive Data File (embedded within XBRL document) CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This communication may contain certain forward-looking proposed transaction (including statements about the future financial and operating results and impact on CVBF's earnings and tangible book value per share), the plans, objectives, expectations and intentions of CVB Financial Corp. ("CVBF") and Heritage Commerce Corp ("Heritage"), the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, estimates, uncertainties and other important factors that may change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements, including as a result of the factors referenced below. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, project, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. -2- Although there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual

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: December 17, 2025 Heritage Commerce Corp By: /s/ Seth Fonti Seth Fonti Executive Vice President and Chief Financial Officer -6-

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