Heritage Commerce Corp. Files 8-K on Agreements and Personnel Changes

TL;DR

Heritage Commerce Corp. filed an 8-K on 12/23/25 covering new deals and exec changes.

AI Summary

On December 23, 2025, Heritage Commerce Corp. filed an 8-K report detailing a material definitive agreement. The filing also covers the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for these officers. Additionally, it includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including new agreements and changes in leadership, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — Changes in directors, officers, and material agreements can introduce uncertainty and potential shifts in company strategy.

Key Players & Entities

• Heritage Commerce Corp. (company) — Registrant
• December 23, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $32,450,000 — also provides that a termination fee of $32,450,000 will be payable by either the Company o

Filing Documents

• tm2533554d10_8k.htm (8-K) — 66KB
• tm2533554d10_ex2-1.htm (EX-2.1) — 970KB
• 0001104659-25-124217.txt ( ) — 1423KB
• htbk-20251223.xsd (EX-101.SCH) — 3KB
• htbk-20251223_lab.xml (EX-101.LAB) — 33KB
• htbk-20251223_pre.xml (EX-101.PRE) — 22KB
• tm2533554d10_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Reorganization and Merger On December 17, 2025, Heritage Commerce Corp, a California corporation (the "Company") and CVB Financial Corp., a California corporation ("CVBF") entered into an Agreement and Plan of Reorganization and Merger (the "Reorganization Agreement"), pursuant to which the Company will merge with and into CVBF, with CVBF as the surviving corporation (the "Merger"). Promptly following the Merger, Heritage Bank of Commerce, a California banking corporation and wholly-owned subsidiary of the Company ("Heritage Bank"), will merge with and into Citizens Business Bank, National Association, a national bank and wholly-owned subsidiary of CVBF ("Citizens"), with Citizens continuing as the surviving bank. The Merger Agreement was unanimously approved by the boards of directors of each of the Company and CVBF. Agreement, upon consummation of the Merger, each share of the Company's common stock outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive 0.65 shares (the "Exchange Ratio") of CVBF's common stock, without interest thereon (the "Merger Consideration"). Under the Reorganization Agreement: At the Effective Time, each option to purchase shares of Company common stock under any Company stock plan that is outstanding immediately prior to the Effective Time will be cancelled and the holder thereof will be entitled to receive an amount in cash equal to the product of (i) the number of shares of Company common stock subject to such option and (ii) the positive excess, if any, of (a) the applicable cashout price of such option (calculated as an amount, rounded to the nearest cent, equal to the product of (x) the 20-day volume weighted average closing price of a share of CVBF common stock as of the fifth business day prior to the closing date, and (y) the Exchange Rati

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 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. Sa and Warford that were scheduled to vest in the ordinary course on or before May 2, 2026 (or in the case of Ms. Just, September 7, 2026), in each case, subject to repayment of the accelerated amounts or awards to the Company in the event the executive's employment is terminated due to resignation or involuntary termination for Cause (as defined in the executive's employment agreement with the Company) prior to the date that such amounts would have otherwise been paid or vested in accordance with the applicable terms. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the 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 Citizens and Heritage, the expected timing of completion

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhib

View Full Filing

View this 8-K filing on SEC EDGAR