Short answer
HERITAGE COMMERCE CORP (HTBK) filed an 8-K current report with the SEC on April 21, 2026 reporting Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 3.01 (Notice of Delisting), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.01 (Changes in Control of Registrant), Item 5.03 (Amendments to Articles of Incorporation or Bylaws). CVBF completed its acquisition of Heritage, with Heritage Bank merging into Citizens Business Bank.
- This filing includes Item 3.01, an item that often signal trouble.
HERITAGE COMMERCE CORP 8-K event analysis
AI summary of each reported item and its exhibits
Item 2.01 · Completion of Acquisition or Disposition of Assets
- CVBF completed its acquisition of Heritage, with Heritage Bank merging into Citizens Business Bank
- Heritage shareholders received 0.65 CVBF shares per Heritage share, with cash paid for fractional shares
- Exchange consideration based on CVBF’s $19.28 20-day volume-weighted average price
- Employee equity treatment varied: departing employees received accelerated awards, while continuing employees received CVBF RSUs
- Heritage’s separate corporate and banking identities ceased, consolidating operations under CVBF and Citizens
Item 3.01 · Notice of Delisting
- Heritage common stockholders lost all rights in HTBK shares at the merger’s effective time
- Remaining entitlement limited to merger consideration under the Merger Agreement
- Stockholder rights modification indicates completion or effectiveness of the transaction
- Items 2.01 and 5.03 provide related merger and charter-amendment details
Item 3.03 · Material Modification to Rights of Security Holders
- Rights-related disclosure cross-references Items 2.01, 3.01, and 5.02
- Investors should review those sections for transaction, listing, or management changes affecting security holders
Item 5.01 · Changes in Control of Registrant
- Heritage directors and executive officers exited at merger closing, transferring governance to CVBF and Citizens leadership
- Clay Jones became CVBF/Citizens President, reporting to CEO David Brager, indicating continuity with expanded operating leadership
- Jones and Julianne Biagini-Komas joined CVBF and Citizens boards, giving Heritage leadership direct governance representation
- Pre-closing bonuses paid to Seth Fonti, Thomas Sa, and Janisha Sabnani before their departures
- Severance payments made to Heritage named executives, with portions for Jones, Glen Shu, and Dustin Warford governed by CVBF agreements
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- Heritage’s charter and bylaws terminated at the merger effective time
- CVBF’s amended articles and Second Amended and Restated Bylaws now govern the combined company
- Governance rights and corporate procedures transition to CVBF’s organizational framework
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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