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Heritage Commerce
Heritage Commerce (HTBK) investor relations material
Heritage Commerce Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary12 Feb, 2026
Executive summary
CVB Financial Corp. and Heritage Commerce Corp have agreed to merge, with Heritage merging into CVBF and Citizens Business Bank (CVBF's subsidiary) merging with Heritage Bank of Commerce (Heritage's subsidiary).
The merger aims to expand Citizens' presence into the Bay Area, achieving comprehensive coverage of California's business banking markets and enhancing scale and competitiveness.
Heritage shareholders will receive 0.65 shares of CVBF common stock for each Heritage share; CVBF shareholders retain their shares.
The merger is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Upon completion, former Heritage shareholders will own approximately 23% of CVBF, and former CVBF shareholders will own about 77%.
Voting matters and shareholder proposals
CVBF shareholders will vote on the merger agreement and the issuance of CVBF shares to Heritage shareholders, and on a potential adjournment to solicit more proxies if needed.
Heritage shareholders will vote on the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and a potential adjournment.
Both boards unanimously recommend voting in favor of all proposals.
Approval requires a majority of outstanding shares for both companies as of the record date.
Abstentions and failures to vote have the same effect as a vote against the merger proposal.
Board of directors and corporate governance
After the merger, the boards of CVBF and Citizens will include two Heritage directors, one of whom will be Mr. Clay Jones, who will also become President of CVBF and Citizens.
The directors and officers of CVBF and Citizens prior to the merger will continue in their roles, except for the addition of Heritage representatives.
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Next Heritage Commerce earnings date
Q4 202520 Feb, 2026
Heritage Commerce
Next Heritage Commerce earnings date
Q4 202520 Feb, 2026
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Frequently asked questions
Heritage Commerce Corp operates as a bank holding company through its primary subsidiary, Heritage Bank of Commerce. Established in 1994 and headquartered in San Jose, California, the company offers a comprehensive range of commercial and personal banking services primarily to the business and professional community across several counties in California. Heritage Commerce Corp provides a variety of banking products, including different types of deposit accounts, and a diverse loan portfolio that encompasses commercial, real estate, and consumer loans. The company also offers additional banking services such as electronic banking, remote deposit capture, and factoring financing through its subsidiary, CSNK Working Capital Finance Corp. Its shares are listed on the Nasdaq.
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