---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-167257"
form_type: "8-K"
ticker: null
cik: "0001053352"
company_name: "HERITAGE COMMERCE CORP"
filed_at: "2026-04-21T23:59:59+00:00"
generated_at: "2026-05-15T05:02:56.910276+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Heritage Commerce Corp merges into CVB Financial Corp; Heritage common converted to 0.65 CVBF shares

## Summary
- Merger closed on April 16/17, 2026; each Heritage share converted into 0.65 shares of CVBF common stock.
- All Heritage directors and officers ceased; Clay Jones named President of CVBF, reporting to CEO David Brager.
- Julianne Biagini-Komas joined CVBF board; Heritage common stock delisted from Nasdaq effective April 20, 2026.
- Outstanding stock options and certain awards either cashed out or converted into CVBF restricted stock units.
- Pre-closing bonuses and severance payments made to Heritage named executive officers per Merger Agreement.

## SEC filing metadata
- accession: 0001193125-26-167257
- form_type: 8-K
- cik: 0001053352
- company_name: HERITAGE COMMERCE CORP
- filed_at: 2026-04-21T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1053352/000119312526167257/0001193125-26-167257-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1053352/000119312526167257/d143924d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-167257
- JSON: https://secwatch.observer/filing/0001193125-26-167257.json
- Plain text: https://secwatch.observer/filing/0001193125-26-167257.txt

## Key facts
- Governance Changes
  HERITAGE COMMERCE CORP: Heritage's articles ceased to be in effect by operation of law upon merger; CVBF's articles remained as the surviving corporation's organizational documents.
  - Change: charter amendment
  source text: At the Effective Time, the Restated Articles of Incorporation of Heritage, as amended, and Bylaws of Heritage, as amended, ceased to be in effect by operation of law. The Articles of Incorporation of CVBF, as amended, and the Second Amended and Restated Bylaws of CVBF, in each case as in effect immediately prior to the Effective Time, which are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference, remained the organizational documents of CVBF consistent with the terms of the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1053352/000119312526167257/0001193125-26-167257-index.htm
- Governance Changes
  HERITAGE COMMERCE CORP: Heritage's bylaws ceased to be in effect by operation of law upon merger; CVBF's bylaws remained as the surviving corporation's organizational documents.
  - Change: bylaw amendment
  source text: At the Effective Time, the Restated Articles of Incorporation of Heritage, as amended, and Bylaws of Heritage, as amended, ceased to be in effect by operation of law. The Articles of Incorporation of CVBF, as amended, and the Second Amended and Restated Bylaws of CVBF, in each case as in effect immediately prior to the Effective Time, which are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference, remained the organizational documents of CVBF consistent with the terms of the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1053352/000119312526167257/0001193125-26-167257-index.htm
- M&A Transactions
  HERITAGE COMMERCE CORP underwent a change of control involving CVB Financial Corp. for 0.65 shares of CVBF common stock per share of Heritage common stock (closed 2026-04-17).
  - Action: change of control
  - Counterparty: CVB Financial Corp.
  - Consideration: 0.65 shares of CVBF common stock per share of Heritage common stock
  - Closing: 2026-04-17
  source text: stock, no par value per share (“Heritage Common Stock”), issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive 0.65 shares (the “Exchange Ratio”) of CVBF’s common stock, no par value per share (“CVBF Common Stock”), without interest thereon (the “Merger Consideration”). Each holder of Heritage
  evidence_url: https://www.sec.gov/Archives/edgar/data/1053352/000119312526167257/0001193125-26-167257-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.