HTBKHIGH SIGNALMANAGEMENT10-K

Heritage Commerce Corp (HTBK) announced a proposed merger with CVB Financial Corp while delivering improved financial performance in 2025.

The proposed merger represents a significant corporate development that will likely result in a change of control and potential shareholder value realization. Management's emphasis on maintaining focus during the transition period while highlighting strong 2025 performance suggests confidence in the strategic rationale and timing of the transaction.

Comparing 2026-03-09 vs 2025-03-10View on EDGAR →
FINANCIAL ANALYSIS

HTBK delivered solid financial results with net income growing 18% to $47.8 million, while operating cash flow expanded meaningfully to $61.7 million from $39.0 million in the prior year. Capital expenditures declined substantially to $377,000 from $1.6 million, reflecting either reduced investment needs or conservative spending ahead of the merger completion. The overall financial picture shows improved profitability and cash generation, strengthening the company's position entering the proposed transaction.

FINANCIAL STATEMENT CHANGES
Capital Expenditure
Cash Flow
-76.8%
$1.6M→$377K

Capex reduced 76.8% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Operating Cash Flow
Cash Flow
+58.3%
$39.0M→$61.7M

Operating cash flow surged 58.3% — exceptional cash generation, highest quality earnings signal.

Net Income
P&L
+18%
$40.5M→$47.8M

Net income grew 18% — bottom-line growth signals improving overall business health.

LANGUAGE CHANGES
NEW — 2026-03-09
PRIOR — 2025-03-10
ADDED
As of February 19, 2026, there were 61,593,284 shares of the Registrant s common stock (no par value) outstanding.
Table of Content s HERITAGE COMMERCE CORP INDEX TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED DECEMBER 31, 2025 Page PART I.
In addition, this Annual Report on Form 10-K includes forward-looking statements regarding the plans, objectives and expectations in connection with the proposed merger of the Company with CVB Financial Corp.
The year 2025 was a consequential time for the Company and we are proud of the way our team worked to deliver solid growth and results, driven by steady performance across the business, sustained client momentum and strong credit quality.
The recently announced proposed merger with CVBF represents an exciting next step in the Company s journey, building on the strength of our franchise and the consistent performance we delivered throughout 2025.
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REMOVED
As of February 14, 2025, there were 61,442,934 shares of the Registrant s common stock (no par value) outstanding.
The proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the Registrant s fiscal year ended December 31, 2024 .
We made progress in 2024 that we believe is quite substantial, positioning the Company for even more significant progress in 2025 and beyond.
Among these critical steps, during 2024 and the first two months of 2025, we: Grew deposit balances 10% during 2024, driven by our team s success at cultivating local community commercial deposit relationships.
Continued our positive credit trends during 2024, with nonperforming assets and net charge-offs remaining low at December 31, 2024.
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